Exhibit
10.8.20.9


NINTH AMENDMENT

TO

MULTICURRENCY CREDIT AGREEMENT

AND CONSENT OF GUARANTORS


This NINTH AMENDMENT TO MULTICURRENCY
CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this “Amendment”)
is dated as of July 25, 2006, 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, that certain Third Amendment to Multicurrency Credit
Agreement, Limited Waivers and Consent of Guarantors, dated as of September 25,
2003, that certain Fourth Amendment to Multicurrency Credit Agreement, Limited
Waivers and Consent of Guarantors, dated as of February 20, 2004, that certain
Fifth Amendment to Multicurrency Credit Agreement and Consent of Guarantors,
dated as of July 31, 2004, that certain Sixth Amendment to Multicurrency Credit
Agreement and Consent of Guarantors, dated as of January 5, 2004, that certain
Seventh Amendment to Multicurrency Credit Agreement, Limited Waiver and Consent
of Guarantors, dated as of August 19, 2005, and that certain Eighth Amendment
to Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors
dated as of March 1, 2006 and as further modified by certain consents and
waivers of the Lenders prior to the date hereof (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 permit certain one time
add-backs to EBITDA (as described herein); and


Whereas,
the Requisite Lenders are willing to approve such one-time add backs to EBITDA
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.     ONE-TIME ADJUSTMENTS TO EBITDA.   Subject to satisfaction of the conditions set forth in this Amendment,
the Lenders hereby agree that, solely for the purpose of determining compliance
with Annex G (Financial Covenants) to the Credit Agreement, the
Parent and its Subsidiaries may make a one-time add-back adjustment to EBITDA
for the Fiscal Quarter ending April 15, 2006 for separation and transition
charges related to the termination of the employment of Dirk A. Soderstrom and
Stephen J. Russo in the aggregate amount of $447,917.  For the avoidance of doubt, the add-backs to
EBITDA permitted under this Amendment are solely for the purpose of determining
compliance with Annex G (Financial Covenants) and are not to be
added back for the purpose of determining interest in accordance with Section
1.5(a)  of the Credit Agreement.


2.     REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWERS.  The Parent and the US Borrower,
jointly and severally, and the 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:


2.1           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.


2.2           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.


2.3           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, 



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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.


2.4           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.


2.5           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.


3.     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 or its counsel (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 or its counsel executed counterparts of
the Consent; and (iii) Borrowers shall have delivered to the US Agent or
its counsel a certificate certifying 
that the charters, bylaws (or other similar organizational documents)
and resolutions authorizing the execution, delivery and performance by the
Credit Parties of their obligations under the Credit Agreement and the other
Loan Documents, 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); the resolutions adopted with respect to this Amendment (or that no other
resolutions have been adopted) 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; and
an incumbency certificate for each Credit Party.


4.             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.


5.             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 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,



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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 or her favor at the
time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”


6.             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.


7.             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.


8.             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.


[signatures
following; remainder of page intentionally left blank]


 



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


 


	
  

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
   

  	
  Name: John P. Sanders

  Title:Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
   

  	
  Name: John P. Sanders

  Title:Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF (U.K.) LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Patricia M. Newman

  
	
   

  	
   

  	
  Name: Patricia M. Newman

  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/ Ali Mirza

  
	
   

  	
   

  	
  Name: Ali Mirza

  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N. A., 

  as Documentation Agent, a
  US Revolving Lender, a Term Lender and a UK RevolvingLender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David T. Knoblauch

  
	
   

  	
   

  	
  Name: David T. Knoblauch

  Title: Senior Vice President

  



 



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


	
  

  	
  WESTAFF, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
   

  	
  Name: John P. Sanders

  Title:   Senior Vice President and
  Chief Financial Officer

  



 



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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 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/ John P. Sanders

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title: Senior Vice President and
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WESTERN MEDICAL SERVICES,
  INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title: Senior Vice President and
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title: Senior Vice President and
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title: Senior Vice President and
  Chief Financial Officer

  
				



 











 


	
  

  	
   

  
	
   

  	
  MEDIAWORLD INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title: Senior Vice President and
  Chief Financial Officer