exv10w10



 





THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT




     THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT is made as of
the            day of November, 2006 by CAPITAL TEMPFUNDS, a division of CAPITAL
BUSINESS CREDIT LLC, f/k/a CAPITAL FACTORS LLC (“Capital”) and COMMAND CENTER, INC., a Washington
corporation with its principal place of business and chief executive office at 3773 W. 5th Avenue,
Post Falls, ID 83854 (the “Borrower”).



WITNESSETH




     WHEREAS, Borrower and Capital have entered into a Loan and Security Agreement dated as of
April 7, 2006, as amended by the terms of that certain First Amendment to Loan and Security
Agreement dated as of July 24, 2006, as further amended by the terms of that certain Second
Amendment to Loan and Security Agreement dated as of August 22, 2006 as may have been further
amended from time to time (as amended, the “Agreement”); and



     WHEREAS, the Borrower has requested and Capital has agreed to extend the term of the
Agreement, and amend certain other provisions of the Agreement; and



     WHEREAS, the parties desire to amend the Agreement as more fully set forth below:



     NOW THEREFORE, it is hereby agreed as follows:



     1. The terms of the Agreement are hereby amended as follows:



          (a) Section 52 of the Agreement is deleted in its entirety, and the following is substituted
in its place:




     “52. TERM: This Agreement shall continue in full force and effect for the Term as defined in
Exhibit B, paragraph 29 but shall be automatically renewed for consecutive one (1) year terms
unless terminated by written notice of either party sixty (60) days prior to the end of the initial
Term or any renewal Term, which termination shall be effective on the last day of the initial Term
or any renewal Term. In the event of termination by Borrower of this Agreement or repayment in full
of the Obligations prior to the expiration of the Term or any renewal Term, Borrower shall pay to
Capital, as an early termination fee, an amount equal to the average of all monthly interest and
fees paid to Capital during the twelve (12) months prior to termination, multiplied by the number
of months remaining until the end of the Term or renewal Term. In the event that payment of the
Obligations shall be accelerated



1









 




for any reason whatsoever by Capital, the prepayment fee in effect as of the date of such
acceleration shall be paid and such prepayment fee shall also be added to the outstanding balance
of the Obligations in determining the debt for all purposes.”




          (b) Item (a) to Exhibit “A” to the Agreement is deleted in its entirety, and the
following is substituted in its place:




     “(a) Interest upon the daily net balance of any advances to Borrower and interest applicable
to the charges or to the expenses referred to in this Agreement, shall be charged as of the last
day of each month at a rate the greater of six and one-quarter percent (6.25 %) per annum or at a
rate of interest designated by the Wall Street Journal as the “Prime Rate” plus two and one-half
percent (2.5%). The Prime Rate shall mean, at any time, the rate of interest quoted in the Wall
Street Journal, Money Rates Section as the “Prime Rate” (currently defined as the base rate on
corporate loans posted by at least 75% of the nation’s thirty (30) largest banks). In the event
that the Wall Street Journal quotes more than one rate, or a range of rates as the Prime Rate, then
the Prime Rate shall mean the highest of the quoted rates. In the event that the Wall Street
Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the three
largest U.S. money center commercial banks, as determined by Capital TempFunds, a division of
Capital Business Credit LLC. Notwithstanding the foregoing, interest shall be paid on the greater
of $5,000,000.00 or the actual loan balance outstanding, regardless of whether a lesser amount is
outstanding hereunder. Any adjustment in Capital’s interest rate, whether downward or upward, will
become effective on the first day of the month following the month in which the Prime Rate of
interest is reduced or increased. HOWEVER, in no event shall the rate of interest agreed to or
charged to Borrower hereunder exceed the maximum rate of interest permitted to be agreed to or
charged to Borrower under applicable law.”



          (c) Item 15 to Exhibit “B” to the Agreement is deleted in its entirety and the following is substituted in its place:




     “15. “Periodic Period” as described in Section 27 means: 30 days after each month.”



          (d) Item 17 to Exhibit “B” to the Agreement is deleted in its entirety and the following is substituted in its place:





	 	 	“17. “Financial Statement” means: (i) at the end of each month internally prepared
financial statements certified by Borrower’s management; (ii) at the end of each fiscal
year audited financial statements prepared by a Certified Public Accountant acceptable to
TEMPFUNDS.”





          (e) Item 21 to Exhibit “B” to the Agreement is deleted in its entirety and the following is substituted in its place:




2









 






“21. “Maximum Credit Facility” as referred to in Section 34 means the lesser of: (a) Twelve
Million Dollars ($12,000,000.00), or (b) (i) for the period through March 31, 2007, six (6)
times the Borrower’s Tangible Net Worth, and (ii) commencing on April 1, 2007 and
thereafter, four (4) times the Borrower’s Tangible Net Worth. For the purposes of this
Agreement, “Tangible Net Worth” shall mean shareholders equity plus subordinated debt less
accounts receivable due from affiliates and intangible assets.”



          (f) Item 26 to Exhibit “B” to the Agreement is deleted in its entirety, and the following is
substituted in its place:





“26. “Wire Account” referred to in Section 40 shall mean:



Wachovia National Bank
CHARLOTTE, NC 28256-3970

For the account of Capital TempFunds,

a division of Capital Business Credit LLC

Account #200015252540

ABA#053207766

For Further Credit (COMMAND CENTER, INC.) 

For proper credit, please be sure your

customers indicate their name and invoice

numbers being paid by in the text of the wire. ”




          (g) Item 27 to Exhibit “B” to the Agreement is deleted in its entirety, and the following is
substituted in its place:





“27. “Field Examination Expenses” as referred to in Section 41 means: Out of pocket expenses
including, but not limited to, transportation, hotel, parking, and meals plus $850 per
Capital’s representative per day for each day of the field examination including preparation
of the field examination report.”



          (h) Item 29 to Exhibit “B” to the Agreement is deleted in its entirety, and the
following is substituted in its place:





“29. “Term” as referred to in Section 52 means: April 7, 2009.”




          (i) Item 32 to Exhibit “B” of the Agreement is deleted in its entirety, and the
following is substituted in its place:




3









 





     “32. The Borrower shall at all times comply with the following financial covenants:




	 	a.	 	Borrower to maintain a Working Capital ratio of not less than
1:1. “Working Capital Ratio” for the purposes of this Agreement shall mean the ratio of
current assets to current liabilities, as determined in accordance with generally
accepted accounting principals, consistently applied (“GAAP”).
	 
	 	b.	 	Borrower to at all times maintain a positive Cash Flow. “Cash
Flow” for the purposes of this Agreement shall mean net income plus depreciation and
amortization, less distributions, dividends, employee or shareholder loans,
unfinanced capital expenditures and principal payments on debt. In the event that
Cash Flow is negative, Borrower may cure such default by raising additional
paid-in-capital or subordinated debt, or selling additional shares of stock of
Borrower, so long as such actions do not create an event of Default hereunder.
	 
	 	c.	 	Borrower shall maintain a minimum Tangible Net Worth of: (i)
$2,000,000.00 of the period from September 30, 2006 through March 31, 2007, and (ii)
$3,500,000.00 thereafter measured on a quarterly basis.
	 
	 	d.	 	Borrower shall maintain a rolling twelve (12) month EBITDA based on the prior
twelve (12) months as determined in accordance with GAAP, of no less than 75% of
the projected EBITDA pursuant to the projections attached as Exhibit “E”.
“EBITDA” for the purposes of this Agreement shall mean earning of the Borrower
before interest, taxes, depreciation and amortization.”





          (j) Exhibit “C” to the Agreement is deleted in its entirety, and Exhibit “C” attached
hereto and made a part hereof is substituted in its place.




          (k) By the addition of Exhibit “E” attached hereto.




          (l) All references to “Capital Factors LLC” shall be changed to “Capital Business Credit
LLC.”




     2. The Fidelity Guarantor, Glenn Welstad (“Guarantor”), by signing below, consents to the
terms of this Third Amendatory Agreement to Loan and Security Agreement, reaffirm the terms of
his Performance Guaranty dated as of April 3, 2006 (the “Guaranty”), and confirms that the
Guaranty is in full force and effect and binding upon them without any defenses, setoffs or
counterclaims of any kind whatsoever.




     3. Except as above amended, the Agreement remain in full force and effect and binding
upon the Borrower without any defenses, setoffs or counterclaims of any kind whatsoever.



     4. To induce Capital to enter into this Amendment, Borrower and Guarantor (a)




4









 







acknowledge and agree that no right of offset, defense, counterclaim, claim or objection exists in
favor of Borrower and/or Guarantor against Capital arising out of or with respect to the Loan
Agreement, the other Loan Documents, the Guaranty, the Obligations, or any other arrangement or
relationship between Capital and Borrower and/or Guarantor, and (b) release, acquit, remise and
forever discharge Capital and its affiliates and all of their past, present and future officers,
directors, employees, agents, attorneys, representatives, successors and assigns from any and all
claims, demands, actions and causes of action, whether at law or in equity and whether known or
unknown, which Borrower and Guarantor may have by reason of any manner, cause or things to and
including the date of this Amendment with respect to matters arising out of or with respect to the
Loan Agreement, the other Loan Documents, the Guaranty, the Obligations, or any other arrangement
or relationship between Capital and Borrower and/or Guarantor.




     5. Upon execution of this Third Amendment to Loan and Security Agreement, Borrower
shall pay to Capital a $40,000.00 increase fee which will be fully earned at that time.



     6. All capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Agreement.




5









 








     IN WITNESS WHEREOF, the parties have set their hands and seals as of the date above written.



	 	 	 	 	 	 
	


WITNESSES 	 	BORROWER:





COMMAND CENTER, INC., a Washington corporation

 	 
	/s/
Brad E. Herr	 	 	 	 
	 	 	 	 	 
	 	 	By:  	/s/
Glenn Welstad 	 
	 	 	 	Glenn Welstad 	 
	/s/ Jim
Meyers	 	 	Its President	 
	 	 	 	Duly Authorized 	 
	 
	 	 	CAPITAL:	 
	/s/ Nancy M. Watson 	 	
CAPITAL TEMPFUNDS,	 
	 	 	
a division of CAPITAL BUSINESS CREDIT LLC,
 	 
	 	 	
a Delaware limited liability company

 	 
	/s/
Mary E. Rusberg	 	By:  	/s/ Michael J. Sullivan
 	 
	 	 	 	Print Name:  	Michael J. Sullivan 	 
	 	 	 	Title:  	Exec. Vice Pres. 	 
	 
	 	 	GUARANTOR:

 	 
	/s/
Brad E. Herr	 	/s/ Glenn Welstad
 	 
	/s/ Jim
Meyers	 	Glenn Welstad 	 
	 	 	 	 
	 




6











 







	 	 	 	 	 
	STATE OF N.C.
	 	}	 	 
	 
	 	}
	 	SS:
	COUNTY OF Mecklenburg
	 	}	 	 






AFFIDAVIT
OF OUT-OF-STATE EXECUTION AND ACCEPTANCE




BEFORE ME, the undersigned
authority, personally appeared the undersigned Michael J. Sullivan
(the “Affiant”), who being first duly sworn upon oath,
deposes and says that:





	 	1.	 	The Affiant is a E.V.P. of CAPITAL TEMPFUNDS, a
division of CAPITAL
BUSINESS CREDIT LLC, a Delaware limited liability company (“TempFunds”), and
the Affiant is duly authorized to and does make this affidavit in said capacity
on behalf of TempFunds,
	 
	 	2.	 	That on the 29 day of November, 2006, In accepted delivery of that
certain Third Amendment to Loan and Security Agreement of even date herewith
(the “Agreement”), which Agreement is between COMMAND
CENTER, INC., a
Washington corporation, as borrower and CAPITAL TEMPFUNDS, a division of
CAPITAL BUSINESS CREDIT LLC, a Delaware limited liability company, as lender
	 
	 	3.	 	That I executed the Agreement on behalf of TempFunds in the City of Charlotte, State
of n.c.






	 	 	 	 	 
	 	FURTHER AFFIANT SAYETH NAUGHT

 	 
	 	/s/ Michael J. Sullivan
 	 
	 	Michael J. Sullivan 	 
	 	Title:  	Exec. Vice Pres. 	 
	 




     SWORN TO AND SUBSCRIBED before me this 29 day
of November, 2006 by Michael J.
Sullivan, who personally appeared before me, and who þ is personally known to me or o
has produced                      
                     , as identification.



	 	 	 	 	 
	 	 	 
	 	/s/ Nancy  M.  Watson 	 
	 	Notary Public State of    N.C. 	 
	 	Print Name  NANCY  M.  WATSON

My Commission Expires:  June 23, 2011 

[NOTARY SEAL] 	 





7








 






	 	 	 	 	 



EXHIBIT “C”




[Letterhead of Borrower]




_______, 200_




CAPITAL TEMPFUNDS,

a division of CAPITAL BUSINESS CREDIT LLC

1799 W. Oakland Park Blvd

Ft Lauderdale, Florida 33134





     The undersigned, the                                            of COMMAND CENTER, INC., a
Washington corporation (“Borrower”), gives this certificate to CAPITAL TEMPFUNDS, a division of
CAPITAL BUSINESS CREDIT LLC (“Lender”) in accordance with the requirements of that certain Loan
and Security Agreement dated as of April 7, 2006, between Borrower and Lender (“Loan Agreement”).
Capitalized terms used in this Certificate, unless otherwise defined herein, shall have the
meanings ascribed to them in the Loan Agreement.



     No Event of Default exists on the date hereof, other than: _________
[none, so state].



          Borrower’s Working Capital ratio for the period ending _________ is equal to
                 :1.




          Borrower’s Tangible Net Worth for the period ending _________ is $_________.




          Borrower’s Cash Flow for the period ending _________ is $ _________.




     As of the date hereof, Borrower is current in its payment of all accrued rent and other
charges to persons who own or lease any premises where any of the Collateral is located, and
there are no pending disputes or claims regarding Borrower’s failure to pay or delay in payment
of any such rent or other charges.



	 	 	 	 	 
	 	Yours truly,

 	 
	 	
 	 
	 	
 	 
	 	Name/title 	 
	 	 	 



8









 






	 	 	 	 	 



Exhibit “E”




Command Center, Inc.




Pro Forma Financial Statements

Statement of Operations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Actual	 	Forecast - 2006	 	Total
	 	 	Q 3-31-06	 	Q 6-30-06	 	9/30/06	 	12/31/06	 	2006
	 	 	(*)	 	(**)	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues
	 	$	455,000	 	 	$	17,674,000	 	 	$	26,972,000	 	 	$	22,315,000	 	 	$	67,416,000	 
	No of stores
	 	 	2	 	 	 	58	 	 	 	72	 	 	 	78	 	 	 	80	 
	 	 	 
	Cost of sales
	 	 	7,000	 	 	 	12,937.000	 	 	 	19,690,000	 	 	 	16,245,000	 	 	 	48,879,000	 
	Percent of Sales
	 	 	 	 	 	 	73.2	%	 	 	73.0	%	 	 	72.8	%	 	 	72.5	%
	 	 	 
	Gross Margin
	 	 	448,000	 	 	 	4,737,000	 	 	 	7,282.000	 	 	 	6,070,000	 	 	 	18,537,000	 
	Percent of Sales
	 	 	 	 	 	 	26.8	%	 	 	27.0	%	 	 	27.2	%	 	 	27.5	%
	 	 	 
	Store Staff
	 	 	32,000	 	 	 	1,732,000	 	 	 	2,427,000	 	 	 	2,120,000	 	 	 	6,311,000	 
	Percent of Sales
	 	 	 	 	 	 	9.8	%	 	 	9.0	%	 	 	9.5	%	 	 	9.4	%
	 	 	 
	Store Costs
	 	 	54,000	 	 	 	1,626,000	 	 	 	2,427,000	 	 	 	2,187,000	 	 	 	6,294,000	 
	Percent of Sales
	 	 	 	 	 	 	9.2	%	 	 	9.0	%	 	 	9.8	%	 	 	9.3	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Contribution
	 	 	362,000	 	 	 	1,379,000	 	 	 	2,428,000	 	 	 	1,763,000	 	 	 	5,932,000	 
	Percent of Sales
	 	 	 	 	 	 	8	%	 	 	9	%	 	 	6	%	 	 	9	%
	 	 	 
	Admin Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salaries
	 	 	412,000	 	 	 	1,273,000	 	 	 	1,349,000	 	 	 	1,227,000	 	 	 	4,261,000	 
	Percent of Sales
	 	 	 	 	 	 	7.2	%	 	 	5.0	%	 	 	5.5	%	 	 	5.5	%
	 	 	 
	Operating Expense
	 	 	622,000	 	 	 	1,290,000	 	 	 	701,000	 	 	 	669,000	 	 	 	3,282,000	 
	Percent of Sales
	 	 	 	 	 	 	7.3	%	 	 	2.6	%	 	 	3.0	%	 	 	3.0	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NIBT
	 	$	(672,000	)	 	$	(1,184,000	)	 	$	378,000	 	 	$	(133,000	)	 	$	(1,611,000	)
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow Adjustments-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add-Depr/Amort
	 	 	 	 	 	 	 	 	 	 	25,000	 	 	 	25,000	 	 	 	 	 
	Add-Sale of Stock
	 	 	 	 	 	 	 	 	 	 	150,000	 	 	 	300,000	 	 	 	 	 
	Add-Collection
receivable from affiliates
	 	 	 	 	 	 	 	 	 	 	225,000	 	 	 	100,000	 	 	 	 	 
	Deduct-Payment on advances
	 	 	 	 	 	 	 	 	 	 	(100,000	)	 	 	(400,000	)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash Flow Adjustments
	 	 	 	 	 	 	 	 	 	$	300,000	 	 	$	25,000	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	(*)	 	Includes temp labor sales of $15,000, franchise fee income of $413,000 and investment income of $27,000
	 
	(**)	 	Includes legal and other costs of completing the store acquisitions of approx $400,000, included in operating expense







These forecasts contain forward-looking assumptions related
to our expectations for future events and future financial performance.
Forward — looking statements involve risks and uncertainities and future event and circumstances could differ significantly from
those anticipated in these forecasts. These forecasts are only predictions and actual events or results could differ significantly
from those anticipated in these forecasts. Moreover, we assume no responsibility for the accuracy or completeness of these
forecasts and undertake no duty to update the statements to actual results or to changes in our expectations.






9









 










Exhibit “E”




Command Center, Inc.




Pro Forma Financial Statements

Statement of Operations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Forecast - 2007	 	 	 	 	 	 	 	 	 	Total
	 	 	3/31/07	 	6/30/07	 	9/30/07	 	12/31/07	 	2007
	Revenues
	 	$	22,394,000	 	 	$	33,197,000	 	 	$	39,378,000	 	 	$	35,808,000	 	 	$	130,777,000	 
	No of stores
	 	 	80	 	 	 	110	 	 	 	120	 	 	 	120	 	 	 	120	 
	 	 	 
	Cost of sales
	 	 	16,191,000	 	 	 	23,736,000	 	 	 	27,565,000	 	 	 	24,708,000	 	 	 	92,200,000	 
	Percent of Sales
	 	 	72.3	%	 	 	71.5	%	 	 	70.0	%	 	 	69.0	%	 	 	70.5	%
	 	 	 
	Gross Margin
	 	 	6,203,000	 	 	 	9,461,000	 	 	 	11,813,000	 	 	 	11,100,000	 	 	 	38,577,000	 
	Percent of Sales
	 	 	27.7	%	 	 	28.5	%	 	 	30.0	%	 	 	31.0	%	 	 	29.5	%
	 	 	 
	Store Staff
	 	 	2,262,000	 	 	 	3,253,000	 	 	 	3,426,000	 	 	 	3,079,000	 	 	 	12,020,000	 
	Percent of Sales
	 	 	10.1	%	 	 	9.8	%	 	 	8.7	%	 	 	8.6	%	 	 	9.2	%
	 	 	 
	Store Costs
	 	 	2,195,000	 	 	 	3,021,000	 	 	 	3,466,000	 	 	 	3,151,000	 	 	 	11,832,000	 
	Percent of Sales
	 	 	9.8	%	 	 	9.1	%	 	 	8.8	%	 	 	8.8	%	 	 	9.0	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store Contribution
	 	 	1,746,000	 	 	 	3,187,000	 	 	 	4,922,000	 	 	 	4,870,000	 	 	 	14,725,000	 
	Percent of Sales
	 	 	7.8	%	 	 	9.6	%	 	 	12.5	%	 	 	13.6	%	 	 	11.3	%
	 	 	 
	Admin Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salaries
	 	 	1,120,000	 	 	 	1,461,000	 	 	 	1,654,000	 	 	 	1,647,000	 	 	 	5,882,000	 
	Percent of Sales
	 	 	5.0	%	 	 	4.4	%	 	 	4.2	%	 	 	4.6	%	 	 	4.5	%
	 	 	 
	Operating Expense
	 	 	672,000	 	 	 	996,000	 	 	 	1,142,000	 	 	 	1,110,000	 	 	 	3,920,000	 
	Percent of Sales
	 	 	3.0	%	 	 	3.0	%	 	 	2.8	%	 	 	3.1	%	 	 	3.0	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NIBT
	 	$	(46,000	)	 	$	730,000	 	 	$	2,126,000	 	 	$	2,113,000	 	 	$	4,923,000	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow Adjustments-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add-Depr/Amort
	 	$	25,000	 	 	$	25,000	 	 	$	25,000	 	 	$	25,000	 	 	 	 	 
	Private offering (1)
	 	 	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deduct-New store equip
	 	 	(783,750	)	 	 	(470,250	)	 	 	 	 	 	 	 	 	 	 	 	 
	Deduct-Pmt on Advances
	 	 	(400,000	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Net Cash Flow Adj-
	 	$	8,841,250	 	 	 	 	 	 	$	25,000	 	 	$	25,000	 	 	 	 	 
	 	 	 	 	 	 	 







 




			
	(1)	 	Private offering to provide funding for new store expansion and potential acquisitions
not yet identified
	 
	 	 	These forecasts contain forward-looking assumptions related to our
expectations for future events and future financial performance.
Forward-looking statements involve risks and uncertainties and future
events and circumstances could differ significantly from those anticipated
in these forecasts. These forecasts are only predictions and actual events
or results could differ significantly from those anticipated in these
forecasts. Moreover, we assume no responsibility for the accuracy or
completeness of these forecasts and undertake no duty to update the
statements to conform to actual results or to changes in our
expectations.


















 





SECRETARY’S CERTIFICATE



RESOLVED, that President, any of the Vice Presidents, the Secretary, the Treasurer, the Chief
Financial Officer and each other officer and each agent of this corporation, or any one or more of
them, be and they are hereby authorized and empowered on behalf of this corporation: to obtain
from CAPITAL TEMPFUNDS, a division of CAPITAL BUSINESS CREDIT LLC (hereinafter referred to as the
“Lender”) loans and advances in such amounts and on such terms and conditions as such officer or
agent deems proper; to execute notes and other evidences of this corporation’s indebtedness with
respect thereto; to guaranty the obligations of third parties; to enter into the Third Amendment
to Loan and Security Agreement and all other financing and other agreements with the Lender
relating to the terms and conditions upon which any such loans and advances may be obtained and to
the collateral security to be furnished by this corporation therefore; from time to time to
modify, supplement or amend any such agreements, any such terms or conditions and any such
collateral security; from time to time to pledge, assign, guaranty, mortgage, consign, grant
security interests in and otherwise transfer to the Lender as collateral security for any and all
debts and obligations of this corporation to the Lender, whenever and however arising, any and all
accounts and other forms of obligations receivable, choses in action, merchandise inventories,
warehouse receipts, machinery, equipment, land, buildings and other real, personal or mixed
property now or hereafter belonging to or acquired by this corporation; for said purposes to
execute and deliver any and all assignments, schedules, transfers, endorsements, contracts,
guarantees, agreements, designations, consignments, deeds of trust, mortgages, instruments of
pledge or other instruments in respect thereof and to make remittances and payments in respect
thereof by checks, drafts or otherwise; and to do and perform all other acts and things deemed by
such officer or agent necessary, convenient or proper to carry out any of the foregoing; hereby
ratifying, approving and confirming all that any said officers or agents have done or may do in
the premises.



I, Brad E. Herr, do hereby certify that I am the Secretary of COMMAND CENTER, INC., a corporation organized and existing under and by virtue of the laws of the State of
Washington; that I am the keeper of the corporate records and the seal of said corporation; that
the foregoing is a true and correct copy of a resolution duly adopted and ratified at a special
meeting of the Board of Directors of said corporation duly convened and held in accordance with its
bylaws and the laws of said State at the office of said corporation or by consent in accordance
with its bylaws and the laws of said state, on or before the day of the execution of the Loan and
Security Agreement, as taken and transcribed by me from the minutes of said meeting and compared by
me with the original of said resolution recorded in said minutes, and that the same has not in any
way been modified, repealed or rescinded but is in full force and effect; that the within and
foregoing agreement is one of the agreements referred to in said resolution and was duly executed
pursuant thereto. I do further certify that the following are the names and specimen signatures of
the officers and agents of said corporation, so empowered and
authorized, namely (may be signed in
more than one counterpart, which together will form one original document):




 









 








	 	 	 	 	 
	Chief Executive Officer and President

	 	Glenn Welstad
	 	/s/ Glenn Welstad
	 

	 	 	 	 
	 

	 	(Print Name)
	 	(Signature)
	 
	 	 	 	 
	Chief Financial Officer and Treasurer

	 	C. Eugene Olsen
	 	/s/ C. Eugene Olsen
	 

	 	 	 	 
	 

	 	(Print Name)
	 	(Signature)
	 
	 	 	 	 
	Chief Operating Officer

	 	Tom Gilbert
	 	/s/ Tom Gilbert
	 

	 	 	 	 
	 

	 	(Print Name)
	 	(Signature)
	 
	 	 	 	 
	Secretary

	 	Brad E. Herr
	 	/s/ Brad E. Herr
	 

	 	 	 	 
	 

	 	(Print Name)
	 	(Signature)





Witness my hand and the seal of said corporation, this 15th day of November, 2006.



[SEAL]




	 	 	 	 	 
	 	 	 
	 	                                                      /s/ Brad E. Herr
 	 
	 	Brad E. Herr, Secretary