executed-secondamendment






                 SECOND AMENDMENT TO CREDIT AGREEMENT         This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into  as of June 24, 2020 (the “Second Amendment Effective Date”) among TRUEBLUE, INC., a Washington  corporation  (the  “Borrower”),  the  Guarantors  party  hereto,  the  Lenders  party  hereto  and  BANK  OF  AMERICA, N.A., as Administrative Agent.  Capitalized terms used herein and not otherwise defined shall  have the meanings set forth in the Credit Agreement (as defined below).                                     RECITALS         WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties  to that certain Credit Agreement dated as of July 13, 2018 (as amended or modified from time to time, the  “Credit Agreement”);         WHEREAS, the Borrower has requested that the Lenders agree to modify certain provisions of  the Credit Agreement; and         WHEREAS, the Lenders are willing to amend certain terms of the Credit Agreement, subject to  the terms and conditions set forth below.         NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the parties hereto agree as follows:                                    AGREEMENT         1.    Amendments to Credit Agreement.                 (a)   Section 1.01.  The following definitions in Section 1.01 of the Credit Agreement        are hereby amended to read as follows:                     “Applicable  Rate”  means  the  following  percentages  per  annum,  based  upon  the              Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received              by the Administrative Agent pursuant to Section 6.02(b):                 Consolidated                  Letter of Eurodollar Rate Base Rate  Pricing Tier Leverage Ratio Commitment Fee Credit Fee    Loans        Loans     1          < 1.00:1        0.250%        1.00%       1.25%        0.25%     2         > 1.00:1 but                                 0.300%        1.25%       1.50%        0.50%                < 1.50:1     3         > 1.50:1 but                                 0.350%        1.75%       2.00%        0.75%                < 2.00:1     4         > 2.00:1 but                                 0.400%        2.25%       2.50%        1.00%                < 2.50:1     5        > 2.50:1 but <                                 0.450%        2.75%       3.00%        1.25%                 3.00:1     6          > 3.00:1        0.500%        3.25%       3.50%        1.50%                    Any  increase  or  decrease  in  the  Applicable  Rate  resulting  from  a  change  in  the              Consolidated  Leverage  Ratio  shall  become  effective  as  of  the  first  Business  Day    CHAR1\1732674v5 





 






            immediately  following the date a Compliance  Certificate is  delivered pursuant  to  Section              6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in              accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 6              shall apply as of the first Business Day after the date on which such Compliance Certificate              was required to have been delivered and shall remain in effect until the first Business Day              immediately  following  the  date  on  which  such  Compliance  Certificate  is  delivered  in              accordance  with  Section  6.02(b),  whereupon the  Applicable  Rate  shall  be  adjusted  based              upon  the  calculation  of  the  Consolidated  Leverage  Ratio  contained  in  such  Compliance              Certificate.   The  Applicable  Rate  in  effect  from  the  Second  Amendment  Effective  Date              through the first Business Day immediately following the date a Compliance Certificate is              required to be delivered pursuant to Section 6.02(b) for the fiscal quarter ending December             27, 2020 shall be determined based upon Pricing Tier 6.  Notwithstanding anything to the              contrary contained in this definition, the determination of the Applicable Rate for any period              shall be subject to the provisions of Section 2.10(b).                     “Base Rate” means for any day a fluctuating rate of interest per annum equal to              the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for              such day as publicly announced from time to time by Bank of America as its “prime rate”              and (c) the Eurodollar Rate plus 1.0%; provided that if the Base Rate shall be less than              0.75%,  such  rate  shall be deemed  0.75%  for purposes  of this  Agreement.   The “prime              rate”  is  a  rate  set  by  Bank  of  America  based  upon  various  factors  including  Bank  of              America’s costs and desired return, general economic conditions and other factors, and is              used as a reference point for pricing some loans, which may be priced at, above, or below              such announced rate.  Any change in such “prime rate” announced by Bank of America              shall  take  effect  at  the  opening  of  business  on  the  day  specified  in  the  public              announcement  of  such  change.   If  the  Base  Rate  is  being  used  as  an  alternate  rate  of              interest  pursuant  to  Section  3.07  hereof  (for  the  avoidance  of  doubt,  only  until  any              amendment has become effective pursuant to Section 3.07), then the Base Rate shall be              the  greater  of  clauses  (a)  and  (b)  above  and  shall  be  determined  without  reference  to              clause (c) above.               (b)   Section 1.01.  The following definitions are hereby added to Section 1.01 of the        Credit Agreement in the appropriate alphabetical order to read as follows:                     “Accounts” shall have the meaning set forth in Article 9 of the UCC.                      “Asset Coverage Ratio” means, as of any date of determination, the ratio of (a)              sixty  percent  (60%)  of  Accounts  of  the  Loan  Parties  on  an  aggregate  basis  to  (b)  the              difference of (i) the Total Revolving Outstandings on such date minus (ii) the difference              of (A) unrestricted cash and Cash Equivalents of the Loan Parties on an aggregate basis              minus (B) $50,000,000; provided, that, the amount of this clause (ii) shall not be less than              zero.                     “Liquidity” means, as of any date of determination, the sum of (a) unrestricted              cash and Cash Equivalents of the Loan Parties plus (b) availability under the Aggregate              Revolving Commitments.               (c)   Section  1.01.   The  definition  of  “Eurodollar  Rate”  in  the  Credit  Agreement  is        hereby amended to replace both instances of the text “zero” therein with “0.75%”.                                         2  CHAR1\1732674v5 





 






            (d)   Section  3.07.   The  second  to  last  paragraph  in  Section  3.07  of  the  Credit        Agreement is hereby amended to replace the text “zero” therein with “0.75%”.              (e)   Section  4.02.   A  new clause  (e)  is  hereby  added  to  Section  4.02  of  the  Credit        Agreement to read as follows:                     (e)   The Borrower and its Subsidiaries  shall  be in compliance  with  Section              7.18.               (f)   Section  7.06.   Section  7.06(e)  of  the  Credit  Agreement  is  hereby  amended  to        replace the text “; and” with the text “; provided, further, that the Borrower shall not make any        share repurchases pursuant to this Section 7.06(e) prior to June 30, 2021; and”.               (g)   Section  7.11.   Section  7.11  of  the  Credit  Agreement  is  hereby  amended  in  its        entirety to read as follows:                       7.11  Financial Covenants.                          (a)   Consolidated Leverage Ratio.  Permit the Consolidated Leverage                    Ratio (x) as of the end of any fiscal quarter ending on or prior to June 27, 2020 to                    be greater than 3.00:1.00, (y) as of the end of any fiscal quarter ending from June                    28, 2021 through and including December 26, 2021 to be greater than 4.00:1.00                    and (z) as of the end of any fiscal quarter of the Borrower thereafter to be greater                    than 3.00:1.00; provided, that, at any time after December 27, 2021, for each of                    the  four  (4)  fiscal  quarters  immediately  following  a  Qualified  Acquisition,                    commencing  with  the  fiscal  quarter  in  which  such  Qualified  Acquisition  was                    consummated  (such  period  of  increase,  the  “Leverage  Increase  Period”),  the                    numerator  of  the  required  ratio  set  forth  above  shall  be  increased  by  0.50;                    provided, further that (i) there shall only be two (2) Leverage Increase Periods                    during  the  term  of  this  Agreement,  (ii)  the  maximum  Consolidated  Leverage                    Ratio shall revert to the then required maximum ratio set forth above at the end                    of such four (4) fiscal quarter period and (iii) each Leverage Increase Period shall                    apply only with respect to the calculation of the Consolidated Leverage Ratio for                    purposes of determining compliance with this Section 7.11 and for purposes of                    any Qualified Acquisition Pro Forma Determination; provided, however, that the                    Consolidated  Leverage  Ratio  shall  not  be  tested  for  the  fiscal  quarters  ending                    from June 28, 2020 through and including June 27, 2021.                           (b)   Consolidated  Fixed  Charge  Coverage  Ratio.   Permit  the                    Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of                    the Borrower to be less than 1.25:1.00; provided, however, that the Consolidated                    Fixed  Charge  Coverage  Ratio  shall  not  be  tested  for the  fiscal quarters  ending                    from June 28, 2020 through June 27, 2021.                           (c)   Asset  Coverage  Ratio.   Permit  the  Asset  Coverage  Ratio  as  of                    the end of any fiscal quarter of the Borrower ending from June 28, 2020 through                    June 27, 2021, to be less than 1.00:1.00.                            (d)   Liquidity.   Permit  the  Liquidity  as  of  the  end  of  any  fiscal                    quarter of the Borrower ending from June 28, 2020 through June 27, 2021, to be                    less than $150,000,000.                                         3  CHAR1\1732674v5 





 






                        (e)   EBITDA.  Permit the EBITDA (i) as of the fiscal quarter ending                    March 28, 2021 and calculated based on the three fiscal quarter period ending on                    such date, to be less than $12,000,000 and (ii) as of the fiscal quarter ending June                    27, 2021 and calculated based on the four fiscal quarter period ending on such                    date, to be less than $15,000,000.               (h)   Section 7.18.  A new Section 7.18 is hereby added to the Credit Agreement to        read as follows:                     7.18  Anti-Cash Hoarding.                     Commencing July 10, 2020, at any time that any Loans are outstanding, permit              the aggregate amount of cash and Cash Equivalents of the Borrower and its Subsidiaries              to exceed $65,000,000 at any time for a period of longer than five (5) Business Days;              provided, in such case, the Borrower shall, within two (2) Business Days of becoming              aware of any such excess, repay any Loans outstanding in the aggregate principal amount              equal to the lesser of (a) such excess and (b) the aggregate amount of Loans outstanding              at such time.                  (i)   Section  11.17.   Section  11.17  of the  Credit Agreement is  hereby  amended and        restated in its entirety to read as follows:                     11.17  Electronic Execution; Electronic Records.                          (a)   The  words  “delivery,”  “execute,”  “execution,”  “signed,”                    “signature,”  and  words  of  like  import  in  any  Loan  Document  or  any  other                    document executed in connection herewith shall be deemed to include electronic                    signatures, the electronic matching of assignment terms and contract formations                    on electronic platforms approved by the Administrative Agent, or the keeping of                    records  in  electronic  form,  each  of  which  shall  be  of  the  same  legal  effect,                    validity  or  enforceability  as  a  manually  executed  signature,  physical  delivery                    thereof or the use of a paper-based recordkeeping system, as the case may be, to                    the  extent  and  as  provided  for  in  any  Applicable  Law,  including  the  Federal                    Electronic Signatures in Global and National Commerce Act, the New York State                    Electronic Signatures and Records Act, or any other similar state laws based on                    the  Uniform  Electronic  Transactions  Act; provided  that  notwithstanding                    anything contained herein to the contrary, the Administrative Agent is under                    no  obligation  to  agree  to  accept  electronic  signatures  in  any  form  or  in  any                    format  unless  expressly  agreed  to  by  the  Administrative  Agent  pursuant  to                    procedures  approved  by  it; provided,  further,  without  limiting  the  foregoing,                   upon the written request of the Administrative Agent, any electronic signature                    shall  be  promptly  followed  by  such  manually  executed  counterpart.   For  the                    avoidance of doubt, the authorization under this paragraph may include, without                    limitation,  use  or  acceptance  by  the  Administrative  Agent  and  each  of  the                    Secured  Parties  of  a  manually  signed  paper  document,  amendment,  approval,                    consent,  information,  notice,  certificate,  request,  statement,  disclosure  or                    authorization  related  to  this  Agreement  (each  a  “Communication”)  which  has                    been  converted  into  electronic  form  (such  as  scanned  into  PDF  format),  or  an                    electronically  signed  Communication  converted  into  another  format,  for                    transmission, delivery and/or retention.                                          4  CHAR1\1732674v5 





 






                        (b)   The Borrower hereby acknowledges the receipt of a copy of this                    Agreement and all other Loan Documents.  The Administrative Agent and each                    Lender  may,  on  behalf  of  the  Borrower,  create  a  microfilm  or  optical  disk  or                    other  electronic  image  of  this  Agreement  and  any  or  all  of  the  other  Loan                    Documents.  The Administrative Agent and each Lender may store the electronic                    image of  this Agreement and  the  other Loan  Documents in  its  electronic  form                    and  then  destroy  the  paper  original  as  part  of  the  Administrative  Agent’s  and                    each Lender’s normal business practices, with the electronic image deemed to be                    an original and of the same legal effect, validity and enforceability as the paper                    originals.         2.    Effectiveness; Condition Precedent.  This Agreement shall be effective upon satisfaction  of the following conditions precedent:               (a)   Receipt  by  the  Administrative  Agent  of  counterparts  of  this  Agreement  duly        executed  by  the  Borrower,  the  Guarantors,  the  Required  Lenders,  the  Lenders  extending  their        Commitments, the Swingline Lender and the L/C Issuer;               (b)   Receipt  by  the  Administrative  Agent  of  the  following,  in  form  and  substance        satisfactory to the Administrative Agent: (i) a certificate from a Responsible Officer of each Loan        Party  certifying  that  there have been  no changes  to  the  Organization  Documents  of such  Loan        Party since the Closing Date; and (ii) such certificates of resolutions or other action, incumbency        certificates  and/or  other  certificates  of  Responsible  Officers  of  each  Loan  Party  as  the        Administrative  Agent  may  require  evidencing  the  identity,  authority  and  capacity  of  each        Responsible  Officer  thereof  authorized  to  act  as  a  Responsible  Officer  in  connection  with  this        Agreement, the Credit Agreement and the other Loan Documents to which such Person is a party;               (c)    Upon the reasonable request of any Lender made at least five (5) days prior to        the Second Amendment Effective Date, the Borrower shall have provided to such Lender, and        such  Lender  shall  be  reasonably  satisfied  with,  the  documentation  and  other  information  so        requested in connection with applicable “know your customer” and anti-money-laundering rules        and regulations, including, without limitation, the PATRIOT Act;               (d)   If  the  Borrower  qualifies  as  a  “legal  entity  customer”  under  the  Beneficial        Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership        Certification in relation to the Borrower;               (e)   The  Administrative  Agent  shall  have  received  from  the  Borrower  all  fees        required to be paid on or before the Second Amendment Effective Date; and               (f)   The  Borrower  shall  have  paid  all  reasonable  out-of-pocket  costs  and  expenses        due and payable to the Administrative Agent on the date hereof, including without limitation, the        reasonable, documented fees and out-of-pocket costs and expenses of Moore & Van Allen PLLC        as counsel to the Administrative Agent to the extent invoiced at least two (2) Business Days prior        to the Second Amendment Effective Date.         3.    Reaffirmation.  The Loan Parties acknowledge and confirm (a) that the Administrative  Agent,  for  the  benefit  of  the  holder  of  the  Obligations,  has  a  valid  and  enforceable  perfected  security  interest in the Collateral, which security interest is prior to all Liens other than Permitted Liens, (b) that  the Borrower’s obligation to repay the outstanding principal amount of the Loans and reimburse the L/C  Issuer for any drawing on a Letter of Credit and the Guarantors’ Obligations under the Loan Documents                                         5  CHAR1\1732674v5 





 






are unconditional and not subject to any offsets, defenses or counterclaims, and (c) by entering into this  Agreement, the Administrative Agent and the Lenders do not waive or release any term or condition of  the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such  Loan Documents or applicable law or any of the obligations of any Loan Party thereunder.         4.    Ratification of Credit Agreement.  The term “Credit Agreement” as used in each of the  Loan Documents shall hereafter mean the Credit Agreement as amended and modified by this Agreement.   Except  as  herein specifically  agreed, the  Credit  Agreement, as amended by this  Agreement, is  hereby  ratified and confirmed and shall remain in full force and effect according to its terms.  The Loan Parties  acknowledge and consent to the modifications set forth herein and agree that this Agreement does not  impair, reduce or limit any of their obligations under the Loan Documents (including, without limitation,  the indemnity obligations set forth therein) and that, after the date hereof, this Agreement shall constitute  a Loan Document.  Notwithstanding anything herein to the contrary and without limiting the foregoing,  each Guarantor reaffirms its guaranty obligations set forth in the Credit Agreement.           5.    Authority/Enforceability.  Each of the Loan Parties represents and warrants as follows:               (a)   It  has  taken  all  necessary  action  to  authorize  the  execution,  delivery  and        performance of this Agreement.               (b)   This  Agreement  has  been  duly  executed  and  delivered  by  such  Person  and        constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its        terms, except  as such  enforceability  may  be  subject to  (i)  Debtor  Relief  Laws and  (ii)  general        principles of equity (regardless of whether such enforceability is considered in a proceeding at        law or in equity).               (c)   No  consent,  approval,  authorization  or  order  of,  or  filing,  registration  or        qualification with, any court or Governmental Authority or third party is required in connection        with the execution, delivery or performance by such Person of this Agreement.               (d)   The  execution  and  delivery  of  this  Agreement  does  not  (i)  contravene  any        provision of its Organization Documents or (ii) violate any Laws applicable to it except as could        not reasonably be expected to have a Material Adverse Effect.         6.    Representations.   The  Loan  Parties  represent  and  warrant  to  the  Administrative  Agent  and the Lenders that (a) the representations and warranties of the Loan Parties set forth in Article V of the  Credit  Agreement  and  any  other  Loan  Document  are  true  and  correct  in  all  material  respects  (or,  if  qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, except to  the extent that such representations and warranties specifically refer to a certain date, in which case they  are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in  all respects) as of such date and (b) no Default exists.           7.    Counterparts/Telecopy.   This  Agreement  may  be  executed  in  counterparts  (and  by  different  parties  hereto  in  different  counterparts),  each  of  which  shall  constitute  an  original,  but all  of  which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a  signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be  effective as delivery of a manually executed counterpart of this Agreement.         8.    GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.                                         6  CHAR1\1732674v5 





 






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ADMINISTRATIVE  AGENT:                  BANK OF AMERICA, N.A.,                          as Administrative Agent                            By:                           Name: Aamir Saleem                          Title: Vice President                                                                       TRUEBLUE, INC.                                                 SECOND AMENDMENT TO CREDIT AGREEMENT 





 












 












 












 






                KEYBANK NATIONAL ASSOCIATION,  as a Lender   By:________________________________  Name:  Joseph M. Murry   Title:   Senior  Vice President                                              TRUEBLUE, INC.                         SECOND AMENDMENT TO CREDIT AGREEMENT 





 






HSBC BANK USA, NATIONAL ASSOCIATION,  as a Lender   By:________________________________%,(+'*- %'))*. 9$/. 157 2020 14813 #"&:   Name:  Michael Madden  Title:  Vice President                                               TRUEBLUE, INC.                         SECOND AMENDMENT TO CREDIT AGREEMENT