Exhibit
10.8.20.4


 


FOURTH
AMENDMENT

TO
MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVERS

AND CONSENT OF GUARANTORS


 


This FOURTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVERS AND
CONSENT OF GUARANTORS (this “Amendment”) is dated as of
February 20, 2004, and entered into by and among WESTAFF, INC., a Delaware
corporation (“Parent “), WESTAFF (USA), INC., a California
corporation (“US Borrower”), WESTAFF (U.K.) LIMITED, a limited liability
company incorporated under the laws of England and Wales (“UK Borrower”),
WESTAFF
SUPPORT, INC., a California corporation (“Term Borrower”, and
together with US Borrower and UK Borrower, the “Borrowers”), the
financial institutions signatory hereto that are parties as Lenders to the
Credit Agreement referred to below (the “Lenders”), and GENERAL
ELECTRIC CAPITAL CORPORATION,  as agent for the US Revolving Lenders, the
Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement
referred to below).


 


Recitals


 


Whereas,
the Parent, the Borrowers, the Lenders and Agents have entered into that
certain Multicurrency Credit Agreement dated as of May 17, 2002 (as amended by
that certain First Amendment to Multicurrency Credit Agreement, Limited Waivers
and Consent of Guarantors, dated as of October 31, 2002, as further amended by
that certain Second Amendment to Multicurrency Credit Agreement, Limited
Waivers and Consent of Guarantors, dated as of June 13, 2003, and as further
amended by that certain Third Amendment to Multicurrency Credit Agreement,
Limited Waivers and Consent of Guarantors, dated as of September 3, 2003, the “Credit
Agreement”; capitalized terms used in this Amendment without definition
shall have the meanings given such terms in the Credit Agreement); and


 


Whereas,
the Borrowers have requested that the Lenders agree to amend certain provisions
of the Loan Documents and waive certain Events of Default; and


 


Whereas,
the parties have determined that certain adjustments are necessary to the
calculation of the Borrowing Base and Reserves and to the determination of
Eligible Accounts; and


 


Whereas,
the Requisite Lenders are willing to approve certain amendments and waivers
requested by the Borrowers on the terms and conditions set forth in this
Amendment (which Amendment shall be effective as of the date that all
conditions to such effectiveness set forth herein have been satisfied).


 


Now, therefore, in
consideration of the premises and the mutual agreements set forth herein, the
Parent, the Borrowers, the Lenders, and Agents agree as follows:


 

















 


1.             AMENDMENTS
TO CREDIT AGREEMENT.  Subject
to the conditions and upon the terms set forth in this Amendment, the Credit
Agreement is hereby amended as follows:


 


1.1           Amendment to Section 1.5(a)
of the Credit Agreement.  Section
1.5(a) of the Credit Agreement is hereby amended to increase each of the
Applicable L/C Margins set forth in the grid entitled “Applicable Margins”
therein by 1.0% (for all levels), such that such grid in its entirety shall
read as follows:


 


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  
	
  Applicable Revolver Index Margin

  	
   

  	
  0.25

  	
  %

  	
  0.75

  	
  %

  	
  1.25

  	
  %

  
	
  Applicable Revolver LIBOR Margin

  	
   

  	
  2.50

  	
  %

  	
  3.00

  	
  %

  	
  3.50

  	
  %

  
	
  Applicable Term Loan Index Margin

  	
   

  	
  5.50

  	
  %

  	
  6.00

  	
  %

  	
  6.50

  	
  %

  
	
  Applicable L/C Margin

  	
   

  	
  2.50

  	
  %

  	
  3.00

  	
  %

  	
  3.50

  	
  %

  



 


1.2           Amendments to Section 1.6 of
the Credit Agreement.  Section
1.6 of the Credit Agreement is hereby amended as follows:


 


(a)           Clause (e) is hereby
amended to delete the phrase “other than Revenue Week Accounts,” beginning such
clause; and


 


(b)           Clause (s) is hereby
amended and restated in its entirety to read as follows, “(s) that is a Revenue
Week Account;”


 


1.3           Amendments to Section 6.3 of the Credit Agreement.


 


(a)           Section  6.3(a)(x)(F),
Section 6.3(a)(x)(G), and Section 6.3(a)(x)(H) of the Credit
Agreement are hereby amended and restated in their entirety to read as follows:


 


“(F) in the case of any intercompany Indebtedness for which the UK
Borrower is advancing funds, the UK Borrower shall have Borrowing Availability
under its UK Borrowing Base of not less than £551,724 Pounds Sterling, after
giving effect to such intercompany loan; (G) the aggregate amount of such
intercompany Indebtedness owing by any Borrower shall be subordinated to the
payment in full of the Obligations (which subordination shall be in form and
substance satisfactory to Agent) and shall not exceed, at any time outstanding,
$2,000,000, provided that, with respect to such loans in existence on
the Closing Date, the US Dollar Equivalent of such loans


 


2

















 


denominated in a foreign currency shall be determined by the applicable
foreign currency Spot Rate in effect on May 17, 2002 as set forth on Schedule 1
to the Fourth Amendment; (H) the aggregate balance of all such intercompany
loans and advances owing to Borrowers by all Subsidiaries shall not exceed, at
any time, $8,000,000, provided that, with respect to such loans in
existence on the Closing Date, the US Dollar Equivalent of such loans
denominated in a foreign currency shall be determined by the applicable foreign
currency Spot Rate in effect on May 17, 2002 as set forth on Schedule 1 to the
Fourth Amendment;”


 


1.4           Amendments to Annex A (Definitions) of the Credit Agreement.  Annex A to the Credit Agreement is
hereby amended to amend and/ to or add the following definitions as set forth
below:


 


(a)           the following
definitions in Annex A to the Credit Agreement are each hereby amended
and restated in their entirety to read as follows:


 


“Availability Reserve” means (a) as to
the US Borrower, a reserve in the following amounts for each of the periods
indicated:


 


	
  AMOUNT OF

  AVAILABILITY

  RESERVE

  	
   

  	
  PERIOD IN EFFECT

  	
   

  
	
  Zero

  	
   

  	
  Fourth Amendment Effective Date through and including April 14, 2004

  	
   

  
	
  $350,000

  	
   

  	
  April 15, 2004 through and including May 14, 2004

  	
   

  
	
  $700,000

  	
   

  	
  May 15, 2004 through and including June 14, 2004

  	
   

  
	
  $1,050,000

  	
   

  	
  June 15, 2004 through and including July 14, 2004

  	
   

  
	
  $1,400,000

  	
   

  	
  July 15, 2004 through and including August 14, 2004

  	
   

  
	
  $1,750,000

  	
   

  	
  August 15, 2004 through and including September 14, 2004

  	
   

  
	
  $2,100,000

  	
   

  	
  September 15, 2004 through and including October 14, 2004

  	
   

  
	
  $2,500,000

  	
   

  	
  October 15, 2004 and thereafter

  	
   

  



 


3

















 


provided that on or
after October 15, 2004 (i) at such time that (1) the consolidated EBITDA of
Parent and its Subsidiaries at the end of the most recent Fiscal Period is
equal to or greater than $9,000,000, measured on a 13 Fiscal Periods then ended
basis, and (2) no Default or Event of Default then exists, then, upon receipt
by Agents of a Compliance Certificate with respect to such matters, the
Availability Reserve then in effect under this clause (a) shall be reduced to
$1,250,000; and (ii) at such time that (1) the consolidated EBITDA of Parent
and its Subsidiaries at the end of the most recent Fiscal Period is equal to or
greater than $10,000,000, measured on a 13 Fiscal Periods then ended basis, and
(2) no Default or Event of Default then exists, then, upon receipt by Agents of
a Compliance Certificate with respect to such matters, the Availability Reserve
then in effect under this clause (a) 
shall be reduced to $0.00; and (b) as to the UK Borrower, a reserve in
the amount of £132,177 from the Fourth Amendment Effective Date through and
including October 14, 2004 and £264,354 on October 15, 2004 and thereafter; provided
that if the Spot Rate fluctuates by more than 10% from the Spot Rate in effect
on the Fourth Amendment Effective Date, the UK Agent may adjust the foregoing
Availability Reserve under this clause (b) to equal the Pounds Sterling
equivalent of the otherwise applicable Availability Reserve as of the date of
such adjustment (determined by using the Spot Rate in effect as of such date)
by delivery of written notice of such adjustment to the UK Borrower.”


 


“‘Revenue Week Account’ means an Account for which the services
have been performed and accepted by the customer (as evidenced by an approved
time card) but for which an invoice has not been issued.”


 


“‘UK Borrowing Base’ means, as of any date of determination by
UK Agent, from time to time, an amount equal to (a) up to 85% of the book value
of UK Borrower’s


 


4

















 


Eligible Accounts in Pounds Sterling; less (b) any Reserves
established by UK Agent at such time.”


 


“‘US Borrowers” and “US Borrower’ have the meaning given such
terms in the preamble to the Agreement; provided that upon its
dissolution, each of WCA and WestLP shall cease to be a Borrower hereunder, and
both “US Borrowers” and “US Borrower” shall mean Westaff (USA).”


 


“‘US Borrowing Base’ means, as of any
date of determination by US Agent, from time to time, an amount equal to (a) up
to 85% of the book value of Eligible Accounts of US Borrowers; less (b)
any Reserves established by US Agent at such time.”


 


(b)   the following new
definitions are hereby added to Annex A to the Credit Agreement in the
proper alphabetical order, which definitions shall read as follows:


 


“‘Fourth Amendment’ means the Fourth Amendment to Multicurrency
Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of
February 20, 2004, among the Parent, the Borrowers, the Lenders and Agents.”


 


“‘Fourth Amendment Effective Date’ means the date on which the
Fourth Amendment became effective in accordance with its terms.”


 


1.5           Amendments to Annex E, Annex F and Annex G to the
Credit Agreement.


 


(a)           Annex E to
the Credit Agreement is hereby amended to add a new Paragraph (o) to such
Annex, which Paragraph (o) shall read as follows:


 


“(o)  Cash Forecasts.  On a weekly basis, Borrowers shall deliver to
Agents cash forecasts of each Borrower for the 13 week period following the
delivery of such cash forecast, presented on a daily basis.”


 


(b)           Annex F to
the Credit Agreement is hereby amended and restated in its entirety by
substituting therefore Schedule 2/Annex F attached hereto, such that Schedule
2/Annex F shall be Annex F under the Credit Agreement; and


 


(c)             Annex G of
the Credit Agreement is hereby amended to:


 


5

















 


(i)      reduce
the Maximum Capital Expenditures permitted under Paragraph (a) (Capital
Expenditures) of such Annex G with respect to Fiscal Year 2004 to
$2,500,000;


 


(ii)     amend
and restate Paragraph (c) (Minimum EBITDA) of such Annex G in its
entirety to read as follows:


 


“(c)         Minimum
EBITDA  Parent and its Subsidiaries
on a consolidated basis shall have:


 


(x)            at
the end of each Fiscal Period set forth below, EBITDA measured from May 18,
2003, of not less than the amount set forth below for such period:


 


	
  FISCAL PERIOD

  ENDING

  	
   

  	
  MINIMUM EBITDA

  	
   

  
	
  June 14, 2003

  	
   

  	
  $80,000

  	
   

  
	
  July 12, 2003

  	
   

  	
  $250,000

  	
   

  
	
  August 9, 2003

  	
   

  	
  $1,000,000

  	
   

  
	
  September 6, 2003

  	
   

  	
  $1,625,000

  	
   

  
	
  October 4, 2003

  	
   

  	
  $2,750,000

  	
   

  
	
  November 1, 2003

  	
   

  	
  $3,750,000

  	
   

  
	
  November 29, 2003

  	
   

  	
  $4,600,000

  	
   

  
	
  December 27,2003

  	
   

  	
  $4,800,000

  	
   

  
	
  January 24, 2004

  	
   

  	
  $4,525,000

  	
   

  



 


                (y)           at the end of each
Fiscal Period set forth below, EBITDA for the 13 Fiscal Periods then ended of
not less than the amount set forth below for such period: 


 


	
  PERIOD

  	
   

  	
  FISCAL PERIOD

  ENDING

  	
   

  	
  MINIMUM

  EBITDA

  WESTAFF, INC.

  	
   

  
	
  4

  	
   

  	
  2/21/04

  	
   

  	
  $4,800,000

  	
   

  
	
  5

  	
   

  	
  3/20/04

  	
   

  	
  $5,000,000

  	
   

  
	
  6

  	
   

  	
  4/17/04

  	
   

  	
  $5,100,000

  	
   

  
	
  7

  	
   

  	
  5/15/04

  	
   

  	
  $5,500,000

  	
   

  
	
  8

  	
   

  	
  6/12/04

  	
   

  	
  $5,700,000

  	
   

  
	
  9

  	
   

  	
  7/10/04

  	
   

  	
  $6,100,000

  	
   

  
	
  10

  	
   

  	
  8/7/04

  	
   

  	
  $6,600,000

  	
   

  
	
  11

  	
   

  	
  9/4/04

  	
   

  	
  $6,600,000

  	
   

  
	
  12

  	
   

  	
  10/2/04

  	
   

  	
  $6,900,000

  	
   

  
	
  13

  	
   

  	
  10/30/04

  	
   

  	
  $7,000,000

  	
   

  



 


6

















 


(z)            at
the end of each Fiscal Quarter set forth below, EBITDA for the 13 Fiscal
Periods then ended of not less than the amount set forth below for such period:


 


	
  FISCAL QUARTER

  ENDING

  	
   

  	
  MINIMUM

  EBITDA

  	
   

  
	
  January 22, 2005

  	
   

  	
  $8,000,000

  	
   

  
	
  April 16, 2005

  	
   

  	
  $8,500,000

  	
   

  
	
  July 9, 2005

  	
   

  	
  $9,000,000

  	
   

  
	
  October 29, 2005 and thereafter

  	
   

  	
  $10,000,000

  	
   

  



 


(iii)    add
a new Paragraph (d) (Minimum Domestic EBITDA) of such Annex G to read as
follows:


 


“(d) Minimum Domestic EBITDA.  At the end of each Fiscal Period set forth
below, Parent and its Domestic Subsidiaries shall have EBITDA for the 13 Fiscal
Periods then ended of not less than the amount set forth below for such period:


 


7

















 


	
  PERIOD

  	
   

  	
  FISCAL PERIOD

  ENDING

  	
   

  	
  MINIMUM DOMESTIC

  EBITDA

  	
   

  
	
  4

  	
   

  	
  2/21/04

  	
   

  	
  $1,100,000

  	
   

  
	
  5

  	
   

  	
  3/20/04

  	
   

  	
  $800,000

  	
   

  
	
  6

  	
   

  	
  4/17/04

  	
   

  	
  $1,800,000

  	
   

  
	
  7

  	
   

  	
  5/15/04

  	
   

  	
  $2,100,000

  	
   

  
	
  8

  	
   

  	
  6/12/04

  	
   

  	
  $2,300,000

  	
   

  
	
  9

  	
   

  	
  7/10/04

  	
   

  	
  $2,200,000

  	
   

  
	
  10

  	
   

  	
  8/7/04

  	
   

  	
  $2,400,000

  	
   

  
	
  11

  	
   

  	
  9/4/04

  	
   

  	
  $2,400,000

  	
   

  
	
  12

  	
   

  	
  10/2/04

  	
   

  	
  $2,500,000

  	
   

  
	
  13

  	
   

  	
  10/30/04 and thereafter

  	
   

  	
  $2,900,000

  	
   

  



 


1.6           Amendments to Exhibit 1.1(a)(i) (Combined Notice of Revolving
Credit Advance and Collateral Activity Report) and Exhibit 4.1(b)
(Borrowing Base Certificate) to the Credit Agreement.


 


(a)           Exhibit 1.1(a)(i)
to the Credit Agreement is hereby amended and restated in its entirety by
substituting therefore Schedule 3/Exhibit 1.1(a)(i)  attached hereto, such that Schedule
3/Exhibit 1.1(a)(i) shall be Exhibit 1.1(a)(i) under the Credit
Agreement; and


 


(b)           Exhibit 4.1(b)
to the Credit Agreement is hereby amended and restated in its entirety by
substituting therefore Schedule 4/Exhibit 4.1(b)  attached hereto, such that Schedule
4/Exhibit 4.1(b) shall be Exhibit 4.1(b) under the Credit Agreement.


 


2.             ONE-TIME
ADD-BACK TO EBITDA AND LIMITED WAIVERS.  Subject to the provisions of this Section 2 and the
satisfaction of the other conditions set forth in this Amendment, the Lenders
hereby (i) agree that, solely for the purpose of determining compliance with
the minimum EBITDA covenants set forth in Paragraphs (c) and (d) of Annex G
(Financial Covenants), to the Credit Agreement, as amended by this Amendment,
the Parent and its Subsidiaries may, for the Fiscal Period ended November 1,
2003, make a one-time


 


8

















 


add-back
adjustment to EBITDA in the aggregate amount of $2.8 million with respect to
certain adjustments directly resulting from (a) a $0.95 million settlement
payment made in connection with that certain Synergy Staffing litigation and
(b) a year end adjustment in the amount of $1.85 million to increase worker’s
compensation reserves for all periods prior to May 18, 2003; and (ii)
waive  the Events of Default that arose
from the failure of Parent and its Subsidiaries to maintain the required
minimum EBITDA with respect to the Fiscal Periods ended November 1, 2003,
November 29, 2003 and December 27, 2003 and any Default or Event of Default
which may have arisen solely from the failure to deliver audited Financial
Statements for Fiscal Year 2003 in compliance with Annex E to the Credit
Agreement or failure to comply with Section 11.14  of the Credit Agreement.  For the avoidance of doubt, the parties
hereby agree that the add-back to EBITDA permitted by this Section 2 is
permitted solely for the purpose set forth above and shall not (i) be deemed to
amend in any way the definition of “EBITDA” in the Credit Agreement or (ii) be
permitted for any other purpose, including without limitation, for the purposes
of determining the consolidated EBITDA of Parent and its Subsidiaries with
respect to the definition of Availability Reserve.  The waivers contained in this Section 2 shall be limited
precisely as written, shall apply solely with respect to the occurrences and
circumstances described in this Section 2, and nothing contained in this
Amendment shall be deemed to constitute a waiver of any other Default or Event
of Default or provision of the Credit Agreement, or any consent to departure from
the terms of the Credit Agreement.


 


3.             REPRESENTATIONS
AND WARRANTIES OF THE PARENT AND THE BORROWERS.  The Credit Parties (other than UK Borrower), jointly
and severally, and UK Borrower, only in respect of itself, severally, make the
following representations and warranties to each Lender and each Agent with
respect to all Credit Parties:


 


3.1     Power and Authority.  Each of the Credit Parties has all corporate
or other organizational power and authority to enter into this Amendment and,
as applicable, the Consent of Guarantors attached hereto (the “Consent”),
and to carry out the transactions contemplated by, and to perform its
obligations under or in respect of, the Credit Agreement, as amended hereby.


 


3.2     Due Authorization,
Non-Contravention.  The execution,
delivery and performance by each Credit Party of this Amendment and the
Consent, as applicable, and the performance of the obligations of each Credit
Party under or in respect of the Credit Agreement as amended hereby
(a) have been duly authorized by all necessary corporate, limited
liability company or partnership action, (b) do not contravene any
provision of such Person’s charter, bylaws or partnership or operating
agreement, as applicable, (c) do not violate any law or regulation or any
order or decree of any court or Governmental Authority of the United States or
the United Kingdom or, in each case, any political subdivision thereof,
(d) do not conflict with or result in the breach or termination of,
constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Person is a party or by which such
Person or any of its property is bound, except where any such violations,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, and (e) do not result in the creation or
imposition of any Lien on any of the property of such Person.


 


9

















 


3.3     Execution, Delivery and
Enforceability.  This
Amendment and the Consent have been duly executed and delivered by each Credit
Party which is a party thereto and this Amendment, the Consent and the Credit
Agreement as amended hereby constitute the legal, valid and binding obligations
of such Credit Party, enforceable in accordance with their terms, except as
enforceability may be limited by Insolvency Laws or similar laws affecting
creditors’ rights generally or by general equitable principles.


 


3.4     No Default or
Event of Default.  No
event has occurred and is continuing after giving effect to this Amendment or
will result from the execution and delivery of this Amendment or the Consent
that would constitute a Default or an Event of Default.


 


3.5     Representations
and Warranties.  After
giving effect to this Amendment, each of the representations and warranties
contained in the Loan Documents is and will be true and correct in all material
respects on and as of the date hereof and as of the effective date of this
Amendment, except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects as of such earlier date.


 


4.             COVENANTS.  (a)  The
Borrowers hereby agree that they shall deliver or cause to be delivered to the
US Agent on or prior to February 25, 2004, a certificate certifying  that the charters, bylaws (or other similar
organizational document) and resolutions authorizing the execution, delivery
and performance by the Credit Parties of their obligations under the Credit
Agreement, each in the form delivered to the Agents on the Closing Date, are in
full force and effect and have not been amended, rescinded or otherwise
modified as of the date of this Amendment (other than an amendment to Parent’s
bylaws to reduce the number of members of the board of directors from six to
five); that no other resolutions have been adopted with respect to this
Amendment and that no further authorization or consent is required to be
obtained with respect to the execution, delivery and performance of this
Amendment, the Consent and the Credit Agreement as amended hereby.  The parties agree that the failure of the
Credit Parties to comply with the covenant set forth in this Section 4(a)
shall constitute an immediate Event of Default under the Credit Agreement.


 


(b)           In the event that
either (x) on or before April 30, 2004 US Borrower has not obtained (i) a firm
commitment for the issuance of Stock which will result in a capital
contribution to US Borrower in the aggregate amount of at least $5,000,000 or
for the issuance of Additional Subordinated Debt (excluding any Indebtedness to
any Subsidiary of US Borrower) which will result in the receipt by US Borrower
of net proceeds in the aggregate amount of at least $5,000,000 (either, an “Investment
Event”) or (ii) a written agreement for the cancellation of, or reduction
in the amount available to be drawn under, outstanding Letters of Credit which
will result in the increase in Borrowing Availability of US Borrower by at
least $5,000,000 (an “L/C Reduction”)or (iii) a letter of intent from a
creditworthy Person to purchase all or part of the Stock or assets of one or
more of Parent’s Subsidiaries in a transaction which will result in the
increase in Borrowing Availability of US Borrower by at least $5,000,000 (a “Sale”),
in each case on terms and conditions satisfactory to the US Agent and the
Lenders in their sole discretion (any of the foregoing, a “Qualifying
Transaction”) or (y) on or before June 30, 2004 US Borrower has not
consummated a Qualifying Transaction and repaid the US Revolving Credit 


10

















 


Advances with the proceeds
thereof and increased Borrowing Availability of US Borrower in the amount of at
least $5,000,000,  then at the request
of the Requisite Lenders, US Borrower shall on or before May 10, 2004 (in the
case of failure to meet the conditions in clause (x)) or July 12, 2004 (in the
case of failure to meet the conditions in clause (y)) select and engage, at its
expense, a consultant, reasonably acceptable to US Borrower and the Lenders, to
advise US Borrower on strategies to improve its operations and cash flows (such
Person is referred to herein as the “Consultant”).  The terms and scope of the engagement of the
Consultant shall be reasonably satisfactory to US Borrower and the
Lenders.  US Borrower will,
notwithstanding any confidentiality provisions of the Consultant’s engagement
by US Borrower, authorize the Consultant to meet with, and discuss Consultant’s
recommendations to US Borrower with respect to its operations with, Agents and
Lenders, accompanied by representatives of US Borrower.  If US Borrower has engaged the Consultant in
accordance with the terms of this Section 4(b) and thereafter
consummates a Qualifying Transaction and repays the Revolving Credit Advances
with the net proceeds and increases Borrowing Availability of US Borrower by at
least $5,000,000, then US Borrower shall no longer be obligated to continue its
engagement of the Consultant.  Each of
the parties hereto acknowledges and agrees that such Consultant will be
selected and engaged solely by US Borrower and will operate under the direction
of US Borrower and neither the requirements of this Section 4(b) nor any
discussions of the parties shall imply that either Agent or the Lenders, or any
of them, will have selected or engaged the Consultant.  Failure of US Borrower to engage a
Consultant within the time period specified if required by the terms of this Section
4(b) shall constitute an immediate Event of Default under the Credit
Agreement.  The parties acknowledge and
agree that the provisions of this Section 4(b) only determine if and
when US Borrower shall be obligated to engage a consultant and do not waive,
amend or otherwise affect any terms or requirements of the Credit Agreement or
constitute a consent to any transaction.


 


5.             CONDITIONS
TO EFFECTIVENESS OF THIS AMENDMENT.  This
Amendment shall be effective only if and when (i) signed by, and when
counterparts hereof shall have been delivered to the US Agent (by hand
delivery, mail or telecopy) by, the Parent, the Borrowers and the Requisite
Lenders; (ii) each Guarantor shall have delivered to the US Agent executed
counterparts of the Consent; and (iii) the US Agent, for the ratable benefit of
the Lenders, shall have received payment by the Borrowers of a non-refundable
fee equal to $60,000.


 


6.             EFFECT OF
AMENDMENT; RATIFICATION. 
This Amendment is a Loan Document. 
From and after the date on which this Amendment becomes effective, all
references in the Loan Documents to the Credit Agreement shall mean the Credit
Agreement as amended hereby.  Except as
expressly amended or waived hereby, the Credit Agreement and the other Loan
Documents, including the Liens granted thereunder, shall remain in full force
and effect, and all terms and provisions thereof are hereby ratified and
confirmed.  Each of the Parent and each
Borrower confirms that, as amended hereby, each of the Loan Documents is in
full force and effect.


 


7.             RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.  Each of
the Parent and the Borrowers acknowledges that the US Agent, the UK Agent and
the Lenders have performed all obligations and duties owed to the Parent and
the


 


11

















 


Borrowers under the Loan Documents through the date
hereof, and each such party further, acknowledges, represents and warrants
that, none of the Parent or the Borrowers has any claim, cause of action,
defense, or right of set off against the US Agent, the UK Agent or the Lenders,
and, to the extent that any such party has any such rights, each of the Parent
and the Borrowers hereby releases, waives, and forever discharges the US Agent,
the UK Agent and the Lenders (together with each of their predecessors,
successors and assigns) and each of their officers, directors, employees,
agents and representatives from each action, cause of action, suit, debt,
defense, right of set off, or other claim whatsoever, in law or in equity,
known or unknown against the US Agent, the UK Agent or the Lenders, or such
officers, employees, agents or representatives.  Each of the Parent and each Borrower hereby specifically waives as
against the US Agent, the UK Agent or the Lenders any rights they or any of
them may have under Section 1542 of the California Civil Code, which provides
as follows:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”


 


8.             APPLICABLE
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES.


 


9.             COMPLETE
AGREEMENT.  This Amendment
sets forth the complete agreement of the parties in respect of any amendment to
any of the provisions of any Loan Document. 
The execution, delivery and effectiveness of this Amendment do not
constitute a waiver of any Default or Event of Default, amend or modify any
provision of any Loan Document except as expressly set forth herein or
constitute a course of dealing or any other basis for altering the Obligations
of any Credit Party.


 


10.           CAPTIONS;
COUNTERPARTS.  The catchlines
and captions herein are intended solely for convenience of reference and shall
not be used to interpret or construe the provisions hereof. This Amendment may
be executed by one or more of the parties to this Amendment on any number of
separate counterparts (including by telecopy), all of which taken together
shall constitute but one and the same instrument.


 


12

















 


IN WITNESS WHEREOF,
each of the undersigned has duly executed this Fourth Amendment to
Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors as of
the date set forth above.


 


	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name: 

  	
  Dirk A.  Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name: 

  	
  Dirk A.  Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
  WESTAFF (U.K.)
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dwight S. Pedersen

  	
   

  
	
   

  	
  Name: 

  	
  Dwight S. Pedersen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL

  CORPORATION,
as US Agent, UK Agent, a US Revolving Lender, a

  Term Lender  and a UK Revolving Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence E. Ridgway

  	
   

  
	
   

  	
  By:

  	
  Lawrence E. Ridgway

  
	
   

  	
  Duly Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.
  A.,
as Documentation Agent, a US Revolving Lender, a

  Term Lender and a UK Revolving Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip J. Sefchovich

  	
   

  
	
   

  	
  Name: 

  	
  Philip J. Sefchovich

  
	
   

  	
  Title: 

  	
  Assistant Vice President

  
							



 


S-1

















 


The following Person is a signatory to this Fourth Amendment to
Multicurrency Credit Agreement, Limited Waivers, and Consent of Guarantors in
its capacity as a Credit Party and not as a Borrower.


 


	
   

  	
  WESTAFF, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name: 

  	
  Dirk A.  Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial

  Officer

  
					



 


S-1

















 


CONSENT
OF GUARANTORS


 


Each of the undersigned is a Guarantor of the Obligations of the
Borrowers under the Credit Agreement and each other Loan Document (including
each US Borrower and Term Borrower in its capacity as a Guarantor of the
Obligations of the other Borrowers) and hereby (a) consents to the
foregoing Amendment, (b) acknowledges that notwithstanding the execution
and delivery of the foregoing Amendment, the obligations of each of the
undersigned Guarantors are not impaired or affected and the Parent Guaranty,
the Subsidiary Guaranty, and the cross-guaranty contained in the Credit
Agreement continue in full force and effect, and (c) ratifies the Parent
Guaranty, the Subsidiary Guaranty or the cross-guaranty contained in the Credit
Agreement, as applicable, and each of the Loan Documents to which it is a party
and further ratifies the Liens granted by it to any Agent for its benefit and
the benefit of the Lenders.


 


[signatures following; remainder of page intentionally left blank]


 


Consent-1

















 


IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this CONSENT OF GUARANTORS as of the date first set forth above. 


 


 


	
   

  	
  WESTAFF, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name:

  	
  Dirk A. Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTERN MEDICAL
  SERVICES, INC.,

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gary Kittleson

  	
   

  
	
   

  	
  Name:

  	
  Gary Kittleson

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name:

  	
  Dirk A. Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name:

  	
  Dirk A. Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  Financial Officer

  
								



 


Consent Signatures-1

















 


	
   

  	
  MEDIAWORLD
  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dirk A. Sodestrom

  	
   

  
	
   

  	
  Name:

  	
  Dirk A. Sodestrom

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  Financial Officer

  
						



 


Consent Signatures-2

















 


Schedule
1


 


	
  CURRENCY

  	
   

  	
  SPOT RATE

  	
   

  
	
  Australian
  Dollar

  	
   

  	
  0.5490

  	
   

  
	
  Danish Krone

  	
   

  	
  0.1226

  	
   

  
	
  British
  Pound Sterling

  	
   

  	
  1.4566

  	
   

  
	
  Norwegian
  Kroner

  	
   

  	
  0.1207

  	
   

  
	
  New Zealand
  Dollar

  	
   

  	
  0.4613

  	
   

  



 

















 


Schedule
2/Annex F


 


AMENDED
ANNEX F (Section 4.1(b))

to

CREDIT AGREEMENT


 


COLLATERAL
REPORTS


 


Borrowers shall deliver or cause to be delivered the following:


 


(a)           To the Applicable
Agent, upon the request of the Applicable Agent, and in any event no less
frequently than 15 Business Days after the end of each Fiscal Period (together
with a copy of all or any part of the following reports requested by any Lender
in writing after the Closing Date), each of the following reports, each of
which shall be prepared by the applicable Borrower as of the last day of the
immediately preceding Fiscal Period or the date 2 days prior to the date of any
such request:


 


(i)            a
Borrowing Base Certificate with respect to US Borrowers and UK Borrower, in
each case accompanied by such supporting detail and documentation as shall be
requested by the Applicable Agent in its reasonable discretion;


 


(ii)           with
respect to US Borrowers and UK Borrower, a periodic trial balance showing
Accounts outstanding aged from invoice date as follows:  1 to 30 days, 31 to 60 days, 61 to 90 days
and 91 days or more, accompanied by such supporting detail and documentation as
shall be requested by the Applicable Agent in its reasonable discretion; and


 


(iii)          with
respect to US Borrowers, a “Master Tax” report which evidences each US
Borrower’s daily payment of United States payroll withholding taxes for the
prior Fiscal Period (or the period since the last report);


 


(b)           To the Applicable
Agent, upon the request of the Applicable Agent and in any event on the first
Business Day of each week (together with a copy of all or any part of the
following report requested by any Lender in writing after the Closing Date), a
collateral report with respect to the Accounts of the US Borrowers and the UK
Borrower, identifying the balance of all Accounts (other than Revenue Week
Accounts), and reflecting all collections of Accounts, in each case accompanied
by such supporting detail and documentation as shall be requested by the
Applicable Agent in its reasonable discretion, each of which shall be prepared
by the Applicable Borrower as of the end of the immediately preceding week;


 


(c)           To the Applicable
Agent, on a daily basis or at such other intervals as the Applicable Agent
(with the consent of the Lenders) may request from time to time (together with
a copy of all or any part of such delivery requested by any Lender in writing
after the Closing Date), collateral reports with respect to US Borrowers and UK
Borrower, including all additions and reductions (cash and non-cash) with respect
to the Accounts of each such Borrower, in each case accompanied by such
supporting detail and documentation as shall be requested by the


 

















 


Applicable Agent in its
reasonable discretion, each of which shall be prepared by the applicable
Borrower as of the end of the immediately preceding day;


 


(d)           To the Applicable
Agent, at the time of delivery of each of the Fiscal Period Financial
Statements delivered pursuant to Annex E:


 


(i)            a
reconciliation of the Accounts trial balance of US Borrowers and UK Borrower to
such Borrower’s most recent Borrowing Base Certificate, general ledger and
Fiscal Period Financial Statements delivered pursuant to Annex E, in
each case accompanied by such supporting detail and documentation as shall be
requested by the Applicable Agent in its reasonable discretion; and


 


(ii)           a
reconciliation of the outstanding Revolving Loans as set forth in the Fiscal
Period Loan Account statement provided by the Applicable Agent to US Borrowers’
and UK Borrower’s general ledger and Fiscal Period Financial Statements
delivered pursuant to Annex E, in each case accompanied by such
supporting detail and documentation as shall be requested by the Applicable
Agent in its reasonable discretion;


 


(e)           To the Applicable
Agent, at the time of delivery of each of the quarterly Financial Statements
delivered pursuant to Annex E, a listing of government contracts of each
Borrower subject to the Federal Assignment of Claims Act of 1940 or any similar
statute of any applicable jurisdiction;


 


(f)            To the Applicable
Agent such appraisals of the assets of the Applicable Borrower as the
Applicable Agent may request at any time after the occurrence and during the
continuance of an Event of Default, such appraisals to be conducted by an
appraiser, and in form and substance reasonably satisfactory to the Applicable
Agent; and


 


(g)           Such other reports,
statements and reconciliations with respect to the Borrowing Base, Collateral
or Obligations of any or all Credit Parties as the Applicable Agent shall from
time to time request in its reasonable discretion.


 

















 


Schedule 3/Exhibit 1.1(a)(i)


 


Exhibit 1.1(a)(i)


[Westaff (USA), Inc.] [Westaff (UK) Limited]


 


Combined Notice of Revolving Credit Advance
and Collateral Activity Report - (A/R Only Rollforward)


 


Capitalized terms used herein which are
defined in the Credit Agreement dated as of 5-17-02 shall have the meanings
therein defined.  The  undersigned 
hereby certifies that on the date hereof and on the borrowing date set
forth below, and after giving effect to the Advances requested hereby: (i)
there exists and there shall exist no Default or Event of Default under the
Credit Agreement; (ii) the proceeds of the Revolving Credit Advances will be
used in accordance with Section 1.4  of
the Credit Agreement; and (iii) each of the representations and warranties
contained in the Credit Agreement and the other Loan Documents  is 
true and correct .


 


	
  Client and Address

  	
   

  	
  Westaff (USA), Inc

  	
  Name of Contact

  	
  Corinne Wilson, or

  	
  Phone

  	
  (925)-256-1512

  
	
   

  	
   

  	
  220 North Wiget Lane, 

  Walnut Creek CA  94598

  	
  Christa Leonard

  	
  Phone

  	
  (925)-952-2502

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Request Date

  	
   

  	
  #REF!

  	
  LIBOR Loan Amount

  	
   

  	
  $0.00

  	
  Fax

  	
  (925)-930-5361

  
	
  Current Index Rate Loan Request

  	
   

  	
  $0.00

  	
  LIBOR Period:

  	
   

  	
  $0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wire Information

  	
   

  	
  US Bank

  	
   

  	
  Bank of America

  
	
  Address

  	
   

  	
  2890
  North Main Street

  	
   

  	
  345
  Montgomery Street

  
	
   

  	
   

  	
  Walnut
  Creek, CA 94596

  	
   

  	
  San
  Francisco, CA  94104

  
	
  Account Name

  	
   

  	
  Westaff
  USA, Inc

  	
   

  	
  Westaff
  USA, Inc

  
	
  ABA#

  	
   

  	
  091
  000 022

  	
   

  	
  121
  000 358

  
	
  Acct#

  	
   

  	
  1534
  906 00159

  	
   

  	
  14990
  13019

  
	
  Wire Amount

  	
   

  	
  $0.00

  	
   

  	
  $0.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank Contact

  	
   

  	
  Scott
  Smith (925) 942-9484

  	
   

  	
  Nancy
  Tully (714) 850-6589

  
										



 


	
  Collateral Availability Information

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R
  Aging Balance

  	
   

  	
  from
  AR Aging dated

  	
   

  	
  #REF!

  	
   

  	
   

  	
   

  	
   

  
	
  Ineligible
  Accounts

  	
   

  	
  from
  Borrowing Base Cert for P/E

  	
   

  	
  #REF!

  	
   

  	
   

  	
   

  	
   

  
	
  Eligible Aging Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Week Activity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Net Current Activity

  	
   

  	
  from previous request dated

  	
   

  	
  #REF!

  	
   

  	
  #REF!

  	
   

  	
   

  
	
  Plus: Sales

  	
   

  	
  Information recorded on

  	
   

  	
  #REF!

  	
   

  	
  $

  	
  —

  	
   

  	
   

  
	
  Minus: Cash Receipts Applied

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  	
   

  	
   

  
	
  Minus: Credit Memos

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  	
   

  	
   

  
	
  Minus: Discounts

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  	
   

  	
   

  
	
  Plus/Minus: Other Debits/Credits

  	
   

  	
   

  	
   

  	
   

  	
  +/-

  	
  $

  	
  —

  	
   

  	
   

  
	
  Explanation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Net Current Week Activity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  #REF!

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current A/R Balance

  	
   

  	
   

  	
   

  	
  #REF!

  	
   

  	
  #REF!

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Available A/R Aging Advance rate

  	
   

  	
   

  	
   

  	
  85%

  	
   

  	
   

  	
   

  	
  #REF!

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Available: Lesser of: Line I
  or Total Credit Line

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less: Revolver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  #REF!

  
	
  Less: LIBOR Outstanding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
   

  
	
  Less: Outstanding Letters of Credit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
   

  
	
  Less: Reserves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  
	
  (                                 )

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Availability

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  #REF!

  



 


	
  Loan Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolver
  Balance

  	
   

  	
  Line
  H Last Request Dated

  	
   

  	
  #REF!

  	
   

  	
  #REF!

  	
   

  	
   

  
	
  Minus: Deposit Sweep From Last to Current Request

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  	
   

  	
   

  
	
  Plus: Current Amount Requested (From Above)

  	
   

  	
   

  	
   

  	
   

  	
  +

  	
  $

  	
  —

  	
   

  	
   

  
	
  Plus: Interest/Other (From MM/DD/YY to MM/DD/YY)

  	
   

  	
   

  	
   

  	
   

  	
  +

  	
  $

  	
  —

  	
   

  	
   

  
	
  Minus: Other(From MM/DD/YY to MM/DD/YY)

  	
   

  	
   

  	
   

  	
   

  	
  -

  	
  $

  	
  —

  	
   

  	
   

  
	
  Revolver
  Balance After Advance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  #REF!

  



 


	
  [Westaff (USA), Inc.] [Westaff (UK) Limited] has caused
  this Request to be executed by its duly authorized officer as of the date and
  year first written above.

  	
   

  	
   

  
	
  [Westaff
  (USA), Inc.] [Westaff (UK) Limited] certifies that the Advance herein
  requested is for the separate accounts of the following Borrowers in the
  following respective amount by 11:30 am PST: 
  [Westaff (USA), Inc.] [Westaff (UK) Limited]

  	
   

  	
  $

  	
  —

  	
   

  	
   

  
						



 


	
  Authorizations

  	
   

  	
  Christa
  Leonard

  	
   

  	
   

  	
   

  	
  Phone

  	
   

  	
  Treasury
  Fax

  
	
  Requested
  by:

  	
   

  	
   

  	
   

  	
  (925)
  930-5300

  	
   

  	
  (925)
  930-5316

  
	
   

  	
   

  	
  Duly Authorized Signatory

  	
   

  	
   

  	
   

  	
   

  



 


	
  Fax to: 
  Bill Langford at GE Capital 
  (312) 463-3843;Phone:  (312) 441-7554

  	
   

  



 


	
  FOR WESTAFF PURPOSES ONLY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepared
  By:
                        Reviewed
  By:                     

  



 

















 


Schedule 4/Exhibit 4.1(a)(i)


 


[Westaff (USA),  Inc.] [Westaff (UK) Limited]


 


PERIOD-END COLLATERAL REPORT AND BORROWING
CERTIFICATE


 




	
   

  	
  Period-Ending:

  	
  XXX

  
	
   

  	
  Report
  #:

  	
  XXX

  
	
   

  	
  Report
  Date:

  	
  #VALUE!

  






 


REVOLVING FACILITY


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Consolidated

  	
   

  
	
  ELIGIBLE ACCOUNTS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As
  of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  A/R Aging Balance as of the Period End

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
  $

  	
  XXX

  	
   

  
	
  2

  	
  LESS:      Ineligible Accounts Receivable (Per Attached
  Schedule A)

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
  $

  	
  #REF!

  	
   

  
	
  3

  	
  Eligible Accounts Receivable (Line 1 minus
  Line 2)

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
  $

  	
  #VALUE!

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWING BASE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Available AR as of the period end

  	
  85%

  	
  (of Line 3)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  #VALUE!

  	
   

  
	
  5

  	
  Maximum [US] [UK] Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWING AVAILABILITY

  	
   

  	
   

  	
   

  	
  As
  of:

  	
   

  	
   

  	
   

  
	
   

  	
  Index
  Rate Loan

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
   

  	
  LIBOR
  One Month

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
   

  	
  LIBOR
  Two Month

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
   

  	
  LIBOR
  Three Month

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
   

  	
  Stand-by
  L/Cs

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
   

  	
  Other
  (Specify)

  	
  Reserve

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  XXX

  	
   

  
	
  6

  	
  Total Obligations at Period-end

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Lessor of Line 4 and 5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  As
  of:

  	
   

  	
   

  	
   

  
	
  8

  	
  Borrowing Availability
  (Line 7 minus Line 6)

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
  $

  	
  #VALUE!

  	
   

  
													



 


The
undersigned represents and warrants, that as an officer of Westaff (USA),
Inc.and not in his or her individual capacity, as follows:


(A)  The information provided above and in the
accompanying supporting documentation is true, complete and correct, and


complies fully with the
conditions, terms and covenants of the Multicurrency Credit Agreement dated May
17, 2002, among Westaff USA, Inc., (“Westaff USA”), Westaff (CA), Inc.,
(“WCA”), Westaff Limited Partnership (“WestLP”, and collectively with Westaff USA
and WCA, the “US Borrowers”), Westaff (U.K.) Limited, as UK Borrower, Westaff
Support, Inc., as Term Borrower, Westaff Inc., as the Parent, Agent, and the
Lenders from time to time party thereto (as may be amended, restated, amended
and restated, supplemented, replaced or otherwise modified from time to time,
the “Credit Agreement”).


(B) Each of the
representations and warranties contained in the Loan Documents is true and
correct as of the date hereof, except where such representation and warranty
may otherwise expressly refer to an earlier date, in which case it is true and
correct of such earlier date.


(C)  The calculations set forth herein are made
in accordance with the Credit Agreement, and do not include as Eligible
Accounts those Accounts which are ineligible pursuant to the terms of Section
1.6 of the Credit Agreement.


(D) Since the date of the
last financial statement or certification furnished to the US agent:


(i) No event or circumstance has occurred that would have a
Material Adverse Effect; and


(ii) No event which is, or with notice or lapse of time or
both would be, a default under the Credit Agreement


 


IN WITNESS WHEREOF, I have signed this Borrowing Base
Certificate as of this XXX day of XXX, 2004


 


	
  [Westaff (USA),  Inc.] [Westaff (UK) Limited]

  
	
   

  	
   

  
	
   

  	
  By:/S/ 

  	
  Christa Leonard

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   Christa Leonard

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  V.P. and Treasurer

  	
   

  
								



 

















 


February 22, 2004


 


General Electric Capital Corporation


6130 Stoneridge Mall Road


Suite 300


Pleasanton, California 94588


Attention:  Westaff Account
Manager


 


Re:  Disbursement
Instructions and Borrower Acknowledgment


 


Ladies and Gentlemen:


 


Reference is
hereby made to the Multicurrency Credit Agreement dated as of May 17, 2002
among Westaff, Inc., Westaff (USA), Inc., Westaff (CA), Inc., Westaff Limited
Partnership, Westaff (UK) Limited, Westaff Support, Inc., the financial
institutions parties thereto, and General Electric Capital Corporation, as
agent for the US Revolving Lenders, the Term Lenders, the UK Revolving Lenders
and as security trustee for the UK Revolving Lenders (as amended to date, the
“Credit Agreement”).  Capitalized terms
used herein without definition shall have the meaning given such terms in the
Credit Agreement.


 


On the date
hereof, UK Borrower has delivered to UK Agent the Notice of Revolving Credit
Advance for the UK Revolving Lenders to make UK Revolving Credit Advances in
the aggregate amount of
                   
Pounds Sterling (the “UK Revolving Loan Advance”) to UK Borrower (a copy
of which is attached hereto), which funds have been duly authorized by UK
Borrower to be paid to Westaff (USA) as a dividend.  UK Borrower hereby irrevocably directs that UK Agent debit the
Loan Account of UK Borrower in the amount of the UK Revolving Loan Advance and
transfer, in immediately available funds, the US Dollar Equivalent of the
amount of the UK Revolving Loan Advance to the Collection Account of US
Borrower as follows:


 


	
  Bank:

  	
   

  	
  Deutsche Bank Trust Company Americas

  
	
   

  	
   

  	
  New York, New York

  
	
  ABA#:

  	
   

  	
  021001033

  
	
  Account#:

  	
   

  	
  50232854

  
	
  Name:

  	
   

  	
  GECC/CAF Depository

  
	
  Ref:

  	
   

  	
  CFN4698-Westaff

  



 


US Borrower
acknowledges that, in accordance with the terms of the Credit Agreement, the
funds so transferred for the account of US Borrower shall be credited to the
Loan Account of the US Borrower upon receipt of immediately available funds in
Dollars.


 


US Borrower
and UK Borrower hereby acknowledge and agree that the amount of the UK
Revolving Loan Advance shall be debited to the Loan Account of the UK Borrower
on


 

















 


February 23, 2004 and credited
to the Loan Account of US Borrower, whether or not the funds can be transferred
as required hereby on such date due to the time difference between the United
Kingdom and the United States. 
Notwithstanding the foregoing, US Borrower acknowledges and agrees that
if the amount of the UK Revolving Loan Advance is not actually received in the
Collection Account on or before February 25, 2004, the credit to US Borrower’s
Loan Account shall be reversed, and US Borrower shall repay any Revolving
Credit Advances to the extent required by the Credit Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  
	
   

  	
  WESTAFF (USA), INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  	
  WESTAFF (UK) LIMITED

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


ACKNOWLEDGED and AGREED:


 


GENERAL ELECTRIC CAPITAL CORPORATION,


as US Agent, UK Agent, Security Trustee, a US Revolving


Lender and a UK Revolving Lender


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Lawrence A. Ridgway

  
	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  
	
  as a US Revolving Lender and a UK Revolving

  
	
  Lender

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Philip J. Sefchovich

  
	
   

  	
  Assistant Vice President

  
				



 

















 


cc:  Latham & Watkins LLP


633 West 5th  Street


Los Angeles, California 9007


Attention:  Mary B. Ruhl


Telecopier:  213-891-8763


 


General Electric Capital Corporation


2091 High Ridge Road


Stamford, Connecticut 06927-5100


Attention:  West Region Counsel—Westaff


Telecopier:  203-357-7822