EXHIBIT 10.8.33


 


STOCK
PLEDGE AGREEMENT


 


This
STOCK PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of February 14,
2008, is entered into by and among U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as administrative agent for the benefit of the Secured
Parties (as such term is defined in the Financing Agreement, as defined below)
(“Agent”), WESTAFF, INC., a Delaware corporation (“Parent Pledgor”),
WESTAFF (USA), INC., a California corporation (“Borrower”), WESTAFF
SUPPORT, INC., a California corporation (“Westaff Support”), and
MEDIAWORLD INTERNATIONAL, a California corporation (“MediaWorld”; and
together with Borrower, Parent Pledgor and Westaff Support, each is
individually from time to time is referred to herein as a “Pledgor” and
collectively as “Pledgors”).


 


RECITALS


 


A.            Concurrently
herewith, Borrower is entering into a Financing Agreement dated of even date
herewith (as the same from time to time hereafter may be amended, modified,
supplemented or restated, the “Financing Agreement”) among the Borrower,
as borrower, the Parent Pledgor, as parent guarantor, the Lenders party thereto
(collectively, the “Lenders”), and Agent, pursuant to which the Secured
Parties have agreed to make and maintain certain loans of money and to extend
certain other credit (collectively, the “Credit”) to the Borrower on the
terms and subject to the conditions set forth in the Financing Agreement and
the other Loan Documents.


 


B.            Concurrently
therewith and herewith, (i) Parent Pledgor is entering into a Continuing
Guaranty dated as of even date herewith in favor of Agent for the benefit of
the Secured Parties (the “Parent Guaranty”), pursuant to which Parent
Pledgor agrees to guaranty the payment and performance of Borrower’s
obligations under the Financing Agreement and the other Loan Documents; and (ii) Westaff
Support and MediaWorld are entering into a Continuing Guaranty dated as of even
date herewith in favor of Agent for the benefit of the Secured Parties (the “Subsidiary
Guaranty”), pursuant to which Westaff Support and MediaWorld agree to
guaranty the payment and performance of Borrower’s obligations under the
Financing Agreement and the other Loan Documents.


 


C.            Borrower
is a member of an affiliated group of companies that includes each other
Pledgor.


 


D.            The
proceeds of the extensions of credit under the Financing Agreement will be used
in part to enable Borrower to make valuable transfers to one or more of the
other Pledgors in connection with the operation of their respective businesses.


 


E.             Borrower
and the other Pledgors are engaged in related businesses, and each Pledgor will
derive substantial direct and indirect benefit from the making of the
extensions of credit under the Financing Agreement.


 


F.             Pledgors
are the record and beneficial owners of the issued and outstanding capital
stock in Borrower and its subsidiaries, as described on Exhibit A
attached hereto, which Exhibit is incorporated herein by this reference
and may be amended or supplemented pursuant to the terms of this Pledge
Agreement.


 

















 


G.            The
Secured Parties are willing to make, extend and maintain the Credit to the
Borrower on and after the date of the Financing Agreement, but only upon the
condition, among others, that Pledgors shall have executed this Pledge
Agreement and delivered this Pledge Agreement and the Pledged Collateral (as
defined below) to the Agent, on behalf of and for the benefit of the Secured
Parties.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing Recitals
and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound, each Pledgor
hereby represents, warrants, covenants and agrees as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1          Definitions. 
Except as provided in Section 1.2 below, all capitalized
terms used but not defined herein shall have the respective meanings given to
them in the Financing Agreement.  In
addition, the following terms shall have the following meanings:


 


“Pledged Collateral” has the meaning set
forth in Section 2.1, below and shall not include any Excluded Collateral.


 


“Code” means the Uniform Commercial Code, as
enacted in the State of California, as amended or superseded from time to time
after the date of this Pledge Agreement.


 


1.2          Code Definitions; Rules of
Construction. Unless
otherwise defined herein or the context otherwise requires, terms for which
meanings are provided in the Code are used in this Pledge Agreement, including
its preamble and recitals, with such meanings. Section 1.2 of the
Financing Agreement, including those provisions relating to rules of
contract construction and interpretation, are incorporated into and shall apply
to this Pledge Agreement in the same way and manner as they apply to the
Financing Agreement (provided that all references to “Pledge Agreement”
shall refer to this Pledge Agreement and not the Financing Agreement).


 


ARTICLE II


 


PLEDGE


 


2.1          Pledge and Grant of Security
Interest. As security for
the full, complete and final payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of Pledgors’ joint and several
Obligations under the Financing Agreement, the Affiliate Guaranty Agreements
and the other Loan Documents to which such Pledgor is a party, any and all
other debts, liabilities and reimbursement obligations, indemnity obligations
and other obligations for monetary amounts (including reimbursement and
indemnity obligations), fees, expenses, costs or other sums (including
Attorneys’ Fees) chargeable to Pledgors under or 


 


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pursuant to any of the Loan
Documents, including the Financing Agreement, the Parent Guaranty, the
Subsidiary Guaranty and this Pledge Agreement (collectively, the “Secured
Obligations”), each Pledgor hereby collaterally assigns, grants, conveys,
mortgages, pledges and hypothecates to the Agent, on behalf of and for the
benefit of the Secured Parties, and hereby grants to the Agent, on behalf of
and for the benefit of the Secured Parties, a security interest in and to all
of such Pledgor’s right, title and interest in, to and under each of the
following, whether now existing or hereafter acquired (all of which being
hereinafter collectively called the “Pledged Collateral”):


 


(a)           all
Capital Stock or other equity securities in the Borrower and its subsidiaries
owned by such Pledgor and described on Exhibit A hereto
(collectively, the “Shares”), and the certificates representing the
Shares, and all dividends, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all such Shares;


 


(b)           all
additional Investments, including shares of capital stock or other equity
securities in or of the Borrower and its subsidiaries and voting trust
certificates from time to time acquired by such Pledgor in any manner, and the
certificates representing such additional shares, and all dividends, cash,
instruments, and other property or proceeds from time to time received,
receivable, or otherwise distributed in respect of or in exchange for any or
all of such shares; and


 


(c)           The
rents, issues, profits, returns, income, allocations, distributions and
proceeds of and from any and all of the foregoing;


 


provided, however, that (A) if and solely to the extent that the
grant of a Lien herein in the Capital Stock of any Foreign Subsidiary owned by
such Pledgor (other than Westaff (U.K.) Limited) would constitute an investment
of earnings in United States property under Section 956 (or a successor
provision) of the Internal Revenue Code, which investment would trigger any
increase in the gross income of a United States shareholder of such Pledgor
pursuant to Section 951 (or a successor provision) of the Internal Revenue
Code, there shall be excluded from the Pledged Collateral thirty-four percent
(34.0%) of each class of the issued and outstanding voting Capital Stock of
such Foreign Subsidiary; it being understood and agreed that all non-voting
Capital Stock of such Foreign Subsidiary shall constitute Pledged Collateral
hereunder and (B) the Pledged Collateral shall not include any of the
Capital Stock of Westaff Australia so long as the Australian Subordination Deed
remains in effect and prohibits Westaff Support from pledging any of the
Capital Stock of Westaff Australia, provided that the Pledged Collateral shall,
automatically and without further action, include, subject to subsection (A) of
this proviso, the Capital Stock of Westaff Australia upon the termination,
extinguishment or other removal of such prohibition (the Capital Stock excluded
pursuant to subsections (A) and (B) of this proviso is collectively
referred to herein as the “Excluded Collateral”).


 


2.2          Continuing Security
Interest. This Pledge
Agreement shall create a continuing security interest in the Pledged Collateral
and shall:


 


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(a)           remain
in full force and effect until the Payment in Full (other than contingent
indemnification obligations as to which no claims have yet been asserted) of
the Secured Obligations and the termination of all Revolving Credit
Commitments;


 


(b)           be
binding upon each Pledgor and its successors, transferees and assigns; and


 


(c)           inure,
together with the rights and remedies of the Agent and the Secured Parties
hereunder, to the benefit of the Agent and the Secured Parties.


 


Upon the Payment in Full of
the Secured Obligations (other than contingent indemnification obligations as
to which no claims have yet been asserted) and the termination of all Revolving
Credit Commitments, the security interest granted herein shall terminate and
all rights to the Pledged Collateral shall revert to the respective Pledgor.
Upon any such termination, the Agent then shall, at each Pledgor’s sole
expense, deliver to such Pledgor, without any representations, warranties or
recourse of any kind whatsoever, any and all certificates and instruments
representing or evidencing such Pledgor’s interest in the Shares that had been
previously delivered by such Pledgor to the Agent, together with all other
Pledged Collateral held by the Agent hereunder, and execute and deliver to such
Pledgor, at such Pledgor’s sole expense, such documents as such Pledgor shall
reasonably request to evidence such termination.


 


2.3          No Assumption. This Pledge Agreement is executed and
delivered to the Agent for collateral security purposes only.  Notwithstanding anything herein to the
contrary:


 


(a)           Each
Pledgor shall remain liable under any contracts and agreements included in the
Pledged Collateral to the extent set forth therein, and shall perform all of
its duties and obligations under such contracts and agreements to the same
extent as if this Pledge Agreement had not been executed;


 


(b)           the
exercise by the Agent or any Secured Party of any of its or their rights hereunder
shall not release any Pledgor from any of its duties or obligations under any
such contracts or agreements included in the Pledged Collateral; and


 


(c)           the
Agent and the Secured Parties shall not have any obligation or liability under
any such contracts or agreements included in the Pledged Collateral by reason
of this Pledge Agreement, nor shall the Agent or any Secured Party be obligated
to perform any of the obligations or duties of any Pledgor thereunder or to
take any action to collect or enforce any claim for payment assigned hereunder.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


3.1          Representations And
Warranties.  Each Pledgor hereby represents and warrants
to the Agent for the benefit of the Secured Parties, as at the date of each
pledge and delivery hereunder by such Pledgor to the Agent of any Pledged
Collateral and as of each date that the representations and warranties under
the Financing Agreement are made (other than representations and warranties
made as of a specific date, which shall be deemed to have been 


 


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made as of such specific date),
as set forth in the following Sections 3.1(a) through 3.1(m),
inclusive.


 


(a)           Organization.  Such Pledgor is duly formed and validly
existing under the laws of its state of incorporation and has full power and
authority to enter into and perform its obligations under this Pledge
Agreement.


 


(b)           Capacity; Due Authorization; Non-Contravention. The execution, delivery and performance by
such Pledgor of this Pledge Agreement and each other Loan Document executed or
to be executed by it have been duly authorized by all necessary action, and do
not contravene its organizational documents; and in each case do not:


 


(i)            contravene
any material contractual restriction, court decree or order binding on or
affecting such Pledgor or, to the best of such Pledgor’s knowledge, after due
inquiry, any material law binding on or affecting such Pledgor in a manner that
would, in each case, be reasonably expected to adversely affect the
enforceability of this Agreement; or


 


(ii)           result
in, or require the creation or imposition of, any Lien on any of such Pledgor’s
properties except as contemplated hereby.


 


(c)           Binding Obligations. This Pledge Agreement, when executed and delivered, constitutes, and
each other Loan Document executed by such Pledgor will, on the due execution
and delivery thereof, constitute, the legal, valid and binding obligations of
such Pledgor, enforceable against such Pledgor in accordance with their respective
terms, except as enforcement hereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.


 


(d)           Filing. As
of the Closing Date, no presently effective Uniform Commercial Code financing
statement covering any of the Pledged Collateral is on file in any public
office, except for Uniform Commercial Code financing statements in favor of the
Agent.


 


(e)           Ownership; No Liens. Each Pledgor is the legal and beneficial owner of, and has all rights
and good title to (and has full right and authority to pledge and collaterally
assign) all Pledged Collateral pledged by such Pledgor hereunder, free and
clear of all adverse claims or other Liens, except Permitted Liens and the Lien
granted herein to the Agent.


 


(f)            Ownership Interests. Set forth in Exhibit A is the true and accurate
description of such Pledgor’s ownership interest in the Shares.


 


(g)           Certificate. No interest of such Pledgor in the Borrower
or its Subsidiaries is represented by a certificate of interest or similar
instrument, except, such certificates or instruments (together with all
necessary instruments of transfer or assignment, duly executed in blank) as
have been delivered to the Agent or the Agent’s designated bailee and are held
in its possession, except for such certificates which represent the Excluded
Collateral.


 


(h)           Information. All information with respect to the Pledged
Collateral set forth in any schedule, certificate or other writing at any time
furnished by such Pledgor to the 


 


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Agent or any Secured Party, and
all other written information at any time furnished by such Pledgor to the
Agent or any Secured Party, is and shall be true and correct in all material
respects as of the date furnished.


 


(i)            Records. The address of the location of the records
of such Pledgor concerning the Pledged Collateral and the address of such
Pledgor’s principal place of business and chief executive office as of the
Closing Date is set forth in Schedule I  to this Pledge Agreement.


 


(j)            Authorization; Approval. No authorization, approval, or other action
by, and no notice to or filing with, any Governmental Authority, or any other
Person is required for the pledge by such Pledgor of any Pledged Collateral
pursuant to this Pledge Agreement or for the execution, delivery, and
performance of this Pledge Agreement by such Pledgor.


 


(k)           [Reserved.]


 


(l)            No Offset or Defense. The Secured Obligations are not subject to
any offset or defense of any kind against the Agent, the Secured Parties or
such Pledgor.


 


(m)          Continuation of
Representations and Warranties.
Such Pledgor covenants, warrants and represents to the Agent and each Secured
Party that all representations and warranties contained in this Pledge
Agreement shall be true, accurate and complete in all material respects at the
time of such Pledgor’s execution of this Pledge Agreement and, shall continue
to be true, accurate and complete in all material respects until the Secured
Obligations have been fully, completely and finally paid and performed and all
Revolving Credit Commitments terminated.


 


ARTICLE IV


 


COVENANTS


 


4.1          Protect Pledged Collateral;
Further Assurances. No
Pledgor shall sell, assign, transfer, pledge or otherwise encumber the Pledged
Collateral in any manner (except for the pledge granted herein to the Agent),
except to the extent permitted by the Financing Agreement. Each Pledgor shall
warrant and defend the right and title granted by this Pledge Agreement to the
Agent in and to the Pledged Collateral (and all right, title and interest
represented by the Pledged Collateral) against the claims and demands of all
Persons whomsoever, but nothing contained herein shall prevent the Borrower
from issuing additional Capital Stock. Each Pledgor agrees, at any time, and
from time to time, at the expense of such Pledgor, such Pledgor shall promptly
execute and deliver all further instruments, and take all further action that
may be necessary or desirable, or that the Agent may reasonably request, in
order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Agent or any Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any of the Pledged
Collateral as set forth in Article V hereof.


 


4.2          Voting Rights. If an Event of Default shall have occurred
and be continuing and the Agent shall have notified Pledgors of the Agent’s
intention to exercise its voting power under this Section 4.2, each
Pledgor agrees:


 


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(a)           that
the Agent may exercise (to the exclusion of such Pledgor) the voting power, and
all other incidental rights of ownership with respect to the Pledged Collateral
and such Pledgor hereby grants the Agent, from the date hereof until the
Payment in Full of the Secured Obligations (other than contingent indemnity
obligations as to which no claims have yet been asserted) and termination of
the Revolving Credit Commitments, an irrevocable proxy, coupled with an
interest exercisable under such circumstances, to vote such Pledged Collateral;
and


 


(b)           promptly
to deliver to the Agent such additional proxies and other documents as may be
necessary to allow the Agent to exercise such voting power.


 


All payments and proceeds
which may at any time and from time to time be held by such Pledgor but which
such Pledgor is obligated under the terms hereof or under any other Loan
Document to deliver to the Agent, on behalf of the Secured Parties, shall be
held by such Pledgor separate and apart from its other Property in trust for
the Agent and the Secured Parties. Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given the notice referred
to in this Section 4.2, such Pledgor shall have the exclusive
voting power with respect to the Pledged Collateral and the Agent shall, upon
the written request of such Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by such Pledgor which are
necessary to allow such Pledgor to exercise voting power with respect to the
Pledged Collateral; provided,  however,
that no vote shall be cast, or consent, waiver or ratification given or action
taken by such Pledgor that would impair any Pledged Collateral or be
inconsistent with or violate any provision of the Financing Agreement or any
other Loan Document (including this Pledge Agreement).


 


4.3          Filings; Recordings. Each Pledgor authorizes the Agent at any
time and from time to time to file such Uniform Commercial Code financing
statements and Pledgor shall execute such other documents (and pay the cost of
filing or recording the same in all public offices reasonably deemed necessary
or appropriate by the Agent), and do such other acts and things, all as the
Agent may from time to time reasonably request to establish and maintain a
valid, perfected pledge of, and security interest in, the Pledged Collateral in
favor of the Agent.


 


4.4          Maintenance of Records. Subject to the provisions of Section 4.5,
each Pledgor shall keep at its address indicated on Schedule I all its
records concerning the Pledged Collateral.


 


4.5          Notice of Change of Address;
Change of Jurisdiction of Registration. Each Pledgor shall furnish to the Agent prior written notice of any
change in the address of such Pledgor’s chief executive office (as described on
Schedule I) or in the name of such Pledgor. No Pledgor shall change its
state of registration without 10 days prior written notice to the Agent.


 


4.6          Information. Each Pledgor shall furnish to the Agent such
information concerning the Pledged Collateral as the Agent may from time to
time reasonably request, and will permit the Agent and its designees, subject
to Section 8.2 of the Financing Agreement, from time to time during
normal business hours and upon reasonable prior notice, to inspect, audit and
make copies of and extracts from all records and all other papers in the
possession of 


 


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such Pledgor which pertain to
the Pledged Collateral, and shall upon the reasonable request of the Agent,
deliver to the Agent copies of all of such records and papers.


 


ARTICLE V


 


THE ADMINISTRATIVE AGENT


 


5.1          The Agent Appointed
Attorney-in-Fact. Each
Pledgor hereby irrevocably appoints the Agent to be such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor or otherwise, from time to time in the Agent’s
discretion after the occurrence and during the continuance of an Event of
Default, to take any action and to execute any instrument which the Agent may
reasonably deem necessary or advisable to accomplish the purposes of this
Pledge Agreement, including:


 


(a)           to
ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Pledged Collateral;


 


(b)           to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a), above; and


 


(c)           to
file any claims or take any action or institute any proceedings which the Agent
may deem necessary or desirable for the collection of any of the Pledged
Collateral or otherwise to enforce the rights of the Agent with respect to any
of the Pledged Collateral.


 


Each Pledgor hereby
acknowledges, consents and agrees that the power of attorney granted pursuant
to this Section 5.1 is irrevocable and coupled with an interest;
provided that the foregoing power of attorney shall terminate upon the full,
final and complete payment of the Obligations and the termination of all
Revolving Credit Commitments.


 


5.2          The Agent May Perform. If any Pledgor fails to perform any agreement
contained herein, the Agent may itself perform, or cause performance of, such
agreement for the benefit of the Secured Parties and not for such Pledgor and
the reasonable expenses of the Agent incurred in connection therewith shall be
payable by Pledgors pursuant to Section 6.5.


 


5.3          The Agent Has No Duty. The powers conferred on the Agent hereunder
are solely to protect its interest in the Pledged Collateral and shall not
impose any duty on it to exercise any such powers, except that the Agent will
exercise such duties, if any, imposed upon it under the Code or other
requirements of law.  The Agent shall
have no duty as to any Pledged Collateral or responsibility for (a) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Collateral, whether or not the
Agent has or is deemed to have knowledge of such matters, or (b) taking
any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Pledged Collateral. Without limiting the generality of
the preceding sentence, the Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any of the Pledged Collateral if it
takes such action for that purpose as any Pledgor reasonably requests in
writing at times other than upon the occurrence and during the continuance of
any Event of Default. 


 


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Failure of the Agent to comply
with any such request at any time shall not in itself be deemed a failure to
exercise reasonable care.


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


6.1          Events Of Default. It shall be an “Event of Default”
hereunder if any Event of Default (as defined in the Financing Agreement) shall
occur.


 


6.2          Certain Remedies. If any Event of Default shall have occurred
and be continuing:


 


(a)           The
Agent may exercise in respect of the Pledged Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party on default under the Code (whether or
not the Code applies to the affected Pledged Collateral) and also may, without
notice except as specified below, sell the Pledged Collateral or any part
thereof in one or more parcels at public or private sale, at any of the Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as the Agent may deem commercially reasonable. Each Pledgor agrees
that, to the extent notice of sale shall be required by law, at least ten (10) days’
prior notice to such Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Agent shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given. The Agent may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.


 


(b)           The
Agent may:


 


(i)            transfer all or any part of the Pledged
Collateral into the name of the Agent or its nominee, with or without
disclosing that such Pledged Collateral is subject to the Lien hereunder;


 


(ii)           notify the parties obligated on any of the Pledged Collateral to make
payment to the Agent of any amount due or to become due thereunder;


 


(iii)         enforce collection of any of the Pledged Collateral by suit or
otherwise, and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any obligations of any nature of any party with respect
thereto;


 


(iv)          endorse any checks, drafts, or other writings in any Pledgor’s name to
allow collection of the Pledged Collateral;


 


(v)            take control of any proceeds of the Pledged
Collateral; and


 


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(vi)          execute (in the name, place and stead of any Pledgor) endorsements,
assignments and other instruments of conveyance or transfer with respect to all
or any of the Pledged Collateral.


 


(c)           If, at any time when the Agent shall determine to exercise its right to
sell the whole or any part of the Pledged Collateral hereunder, such Pledged
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under Securities Act of 1933, as amended (as so
amended, the “Act”), the Agent may, in its discretion (subject only to
applicable requirements of law), sell such Pledged Collateral or part thereof
by private sale in such manner and under such circumstances as the Agent may
deem necessary or advisable, but subject to the other requirements of this Section 6.2(c),
and shall not be required to effect such registration or cause the same to be
effected. Without limiting the generality of the foregoing, in any such event
the Agent may, in its sole discretion, (i) in accordance with applicable
securities laws, proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged Collateral
or part thereof could be or shall have been filed under the Act; (ii) approach
and negotiate with a single possible purchaser to effect such sale; and (iii) restrict
such sale to a purchaser who will represent and agree that such purchaser is
purchasing for its own account, for investment, and not with a view to the
distribution or sale of such Pledged Collateral or part thereof. In addition to
a private sale as provided above in this Section 6.2(c), if any of
the Pledged Collateral shall not be freely distributable to the public without
registration under the Act at the time of any proposed sale hereunder, then the
Agent shall not be required to effect such registration or cause the same to be
effected but may, in its sole discretion (subject only to applicable
requirements of law), require that any sale hereunder (including a sale at auction)
be conducted subject to such restrictions as the Agent may, in its sole
discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance with
the Bankruptcy Code of 1978, as amended, 11 U.S.C. § 101 et seq., as amended, and other laws
affecting the enforcement of creditors’ rights and the Act and all applicable
state securities laws.


 


(d)           Each Pledgor agrees that a breach of any covenants contained in this Article VI
which has the effect of denying the Agent the realization of the practical
benefits to be provided by this Pledge Agreement will cause irreparable injury
to the Agent, on behalf and for the benefit of the Secured Parties, and that in
such event the Agent and the Secured Parties would have no adequate remedy at
law in respect of such breach and, as a consequence, agrees that in such event
each and every covenant contained in this Article VI shall be
specifically enforceable against such Pledgor, and such Pledgor hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that the Secured Obligations
are not then due and payable or that the Secured Obligations have been paid in
full.


 


6.3          Compliance With
Restrictions. Each Pledgor
agrees that in any sale of any of the Pledged Collateral under the terms of
this Pledge Agreement, whether at a foreclosure sale or otherwise, the Agent is
hereby authorized to comply with any limitation or restriction in connection
with such sale as it may be advised by counsel is necessary in order to avoid
any violation of applicable law (including compliance with such procedures as
may restrict the number of prospective bidders and purchasers, require that
such prospective bidders and purchasers have certain qualifications and
restrict such prospective bidders and purchasers to 


 


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persons who will represent and
agree that they are purchasing for their own account for investment and not
with a view to the distribution or resale of such Pledged Collateral), or in
order to obtain any required approval of the sale or of the purchaser by any
Governmental Authority, and such Pledgor further agrees that such compliance
shall not result in such sale being considered or deemed not to have been made
in a commercially reasonable manner, nor shall the Agent nor the Secured
Parties be liable nor accountable to such Pledgor for any discount allowed by
the reason of the fact that such Pledged Collateral is sold in compliance with
any such limitation or restriction.


 


6.4          Application Of Proceeds. All cash proceeds received by the Agent in
respect of any sale of, collection from, or other realization upon, all or any
part of the Pledged Collateral shall be applied as provided in the Financing
Agreement.  Any surplus of such cash or
cash proceeds held by the Agent and remaining after payment in full of all of
the Secured Obligations, and the termination of all Revolving Credit
Commitments, shall be paid over to the respective Pledgor(s) or as
required by law.


 


6.5          Indemnity And Expenses. Each Pledgor hereby indemnifies and holds
harmless the Agent and each Secured Party from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses, or
liabilities resulting solely from the gross negligence or willful misconduct of
the Agent or any Secured Party, or any of their officers, directors, employees
or agents.  To the extent not otherwise
provided in the Financing Agreement, upon demand, each Pledgor shall pay to the
Agent or such Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and disbursements of its counsel and of any
experts and agents (including Attorneys’ Fees, whether related to a suit or
action or any reviews of or appeals from a judgment or decree therein or in
connection with non judicial action) which the Agent or such Secured Party may
incur in connection with (a) the custody, preservation, use, or operation
of, or the sale of, collection from, or other realization upon, any of the
Pledged Collateral, (b) the exercise or enforcement of any of the rights
of the Agent or the Secured Parties hereunder, or (c) the failure by such
Pledgor to perform or observe any of the provisions hereof.


 


ARTICLE VII


 


MISCELLANEOUS PROVISIONS


 


7.1          Loan
Document.  This Pledge Agreement is a
Loan Document executed pursuant to the Financing Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.


 


7.2          The Pledged Collateral.  Each
Pledgor acknowledges that it has, independently of and without reliance on the
Secured Parties or the Agent, made its own credit analysis of the Borrower and
performed its own legal review of this Pledge Agreement and the other Loan
Documents and is not relying on the Secured Parties or the Agent with respect
to any of the aforesaid items. Each Pledgor agrees to keep adequately informed
from such means of any facts, events or circumstances which might in any way
affect such Pledgor’s risks hereunder. 


 


11

















 


The Secured Parties and the
Agent make no representation of its interest in, or the priority or perfection
of the Agent’s security interest in and to, any of the Pledged Collateral.


 


7.3          Reinstatement. This Pledge Agreement shall remain in full
force and effect and continue to be effective if at any time payment of the
Secured Obligations, or any part thereof, is, pursuant to applicable law,
avoided, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable
preference,” “fraudulent conveyance,” or otherwise (and whether as a result of
any demand, settlement, litigation or otherwise), all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is avoided, rescinded, reduced, restored, or returned, the Secured
Obligations, shall be reinstated and deemed reduced only by such amount paid
and not so avoided, rescinded, reduced, restored, or returned.


 


7.4          Amendments; Waivers. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by any Pledgor from any
provision in this Pledge Agreement shall in any event be effective unless the
same shall be in writing and signed by the Agent and such Pledgor, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it is given.


 


7.5          Protection Of Pledged
Collateral. The Agent may
from time to time, at its option, perform any act which Pledgors agree
hereunder to perform and which any Pledgor shall fail to perform after being
requested in writing so to perform (it being understood that no such request
need be given after the occurrence and during the continuance of any Event of
Default) and the Agent may from time to time take any other action which the
Agent reasonably deems necessary for the maintenance, preservation or
protection of any of the Pledged Collateral or of its security interest
therein, all such actions being for the express benefit of the Secured Parties
and the Agent and not Pledgors.


 


7.6          Addresses For Notices. All notices and other communications
provided for hereunder shall be in writing or by facsimile and addressed,
delivered or transmitted to such party at its address or facsimile number set
forth below its signature on this Pledge Agreement or at such other address or
facsimile number as may be designated by such party in a notice to the other
party. Any notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be deemed given
when received; any notice, if transmitted by facsimile, shall be deemed given
when transmitted.


 


7.7          Right of Set-Off. Upon the occurrence and during the
continuance of any Event of Default, the Agent and the Secured Parties, after
obtaining the prior written consent of the Agent, are hereby authorized, at any
time and from time to time, without notice to Pledgors (any such notice being
expressly waived by each Pledgor), to set off against the Secured Obligations
any deposits (including general time or demand, provisional or final) or other
sums credited by or due and owing from such Secured Party or the Agent to
Pledgors, irrespective of whether or not such Secured Parties or the Agent, on
behalf of the Secured Parties, shall have made any demand under this Pledge
Agreement, the Financing Agreement or any of the other Loan Documents. The
rights of the Secured Parties and the Agent under this Section 7.7
are in addition to all other rights and remedies (including, without
limitation, other rights of set-off) which the Secured Parties and the Agent
may have. Each Pledgor grants to the Agent for itself 


 


12

















 


and for the benefit of the
Secured Parties, a security interest in any and all such deposit accounts as
security for satisfaction of the foregoing obligations, provided that
such security interest shall not preclude any Pledgor from withdrawing funds in
the ordinary course from any such account prior to the occurrence and during
the continuation of an Event of Default.


 


7.8          Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.


 


7.9          Severability. Wherever possible each provision of this
Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.


 


7.10        Counterparts. This Pledge Agreement may be executed in any
number of counterparts, each of which when so delivered shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument. Each such agreement shall become effective upon the execution of a
counterpart hereof or thereof by each of the parties hereto.


 


7.11        Governing Law; Entire Agreement. THIS PLEDGE AGREEMENT HAS
BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT LOS
ANGELES, CALIFORNIA.  THIS PLEDGE
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CALIFORNIA
CONFLICTS OF LAW PRINCIPLES). THIS PLEDGE AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.


 


7.12        Waiver of Jury Trial. EACH PLEDGOR AND THE AGENT HEREBY
IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY
ACTION, CLAIM OR OTHER PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE, ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS PLEDGE AGREEMENT
OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER,
OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.


 


7.13        Incorporation of Judicial
Reference Provisions.  The judicial reference provisions set forth
in Section 15.15 of the Financing Agreement are hereby incorporated
into this Pledge Agreement by reference (provided that for purposes of this Section 7.13,
each reference to “Borrower” therein shall be deemed to refer to Pledgors,
individually and collectively, hereunder) .


 


13

















 


7.14        Conflicting Terms.  In
the event of any conflict between the terms of this Pledge Agreement and the
Security Agreement, the terms of the Security Agreement shall control to the
extent of any such conflict.


 


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14

















 


IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed and delivered by their respective duly authorized
officers as of the day and year first above written.


 


	
  PLEDGORS:

  	
  WESTAFF (USA), INC., 

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn M. Jaffray

  
	
   

  	
   

  	
  Dawn
  M. Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  298
  North Wiget Lane

  Walnut
  Creek, California 94598  

  Attention:
  (925) 951-4011  

  Facsimile:
  (925) 934-5489  

  



 

















 


	
   

  	
  WESTAFF, INC.,

  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn M. Jaffray

  
	
   

  	
   

  	
  Dawn
  M. Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  298
  North Wiget Lane

  Walnut
  Creek, California 94598  

  Attention:
  (925) 951-4011  

  Facsimile:
  (925) 934-5489  

  



 

















 


	
   

  	
  WESTAFF SUPPORT, INC.,

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn Jaffray

  
	
   

  	
   

  	
  Dawn
  Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  298
  North Wiget Lane

  Walnut
  Creek, California 94598  

  Attention:
  (925) 951-4011  

  Facsimile:
  (925) 934-5489  

  



 

















 


	
   

  	
  MEDIAWORLD
  INTERNATIONAL,

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn Jaffray

  
	
   

  	
   

  	
  Dawn
  Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  298
  North Wiget Lane

  Walnut
  Creek, California 94598  

  Attention:
  (925) 951-4011  

  Facsimile:
  (925) 934-5489  

  



 

















 


	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Susan V. Freed

  	
   

  
	
   

  	
  Susan V. Freed

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Address
  for Notices:

   

  U.S. Bank Business Credit

  633 West Fifth Street, 29 Floor

  Los Angeles, California 90071

  Attention: Susan V. Freed

  Telephone: (213) 615-6404

  Facsimile: (213) 615-6594