PNC Bank, National Association
South ▇▇▇▇▇ Square
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August 14, 2006
TeamStaff, Inc.
TeamStaff Rx, Inc.
RS Staffing Services, Inc.
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Gentlemen:
Reference is hereby made to that certain Revolving Credit and Security Agreement
dated as of June 8, 2005, as amended, by and among TeamStaff, Inc., a New Jersey
corporation, TeamStaff Rx, Inc., a Texas corporation, and RS Staffing Services,
Inc., a Georgia corporation (collectively, the "Borrowers"), the financial
institutions party thereto (the "Lenders") and PNC Bank, National Association, a
national banking association, as agent for the Lenders (in such capacity, the
"Agent") (the "Credit Agreement"). The purpose of this letter is to amend
Section 6.5(a) of the Credit Agreement to read as followes:
"(a) Fixed Charge Coverage Ratio.
Cause to be maintained a Fixed Charge Coverage Ratio of not less than
(i) 1.0 to 1.0 for the twelve month period ending as of June 30, 2006 and (ii)
1.05 to 1.0 for the twelve month period ending as of September 30, 2006 and as
of each fiscal quarter thereafter."
Please acknowledge your agreement to the terms set forth herein by signed below.
Very truly yours,
PNC Bank, National Association, as Agent
and Lender
By
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Title
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Agreed to acknowledged by:
TeamStaff, Inc.
By
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TeamStaff Rx, Inc.
By
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Title
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RS Staffing Services, Inc.
By
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