Exhibit 10.8.20.10


Execution Copy


TENTH
AMENDMENT


TO


MULTICURRENCY
CREDIT AGREEMENT, LIMITED WAIVER


AND
CONSENT OF GUARANTORS


This TENTH AMENDMENT
TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS (this
“Amendment”) is dated as of Jan. 2, 2007, 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, that certain Eighth Amendment to
Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors dated
as of March 1, 2006, and that certain Ninth Amendment To Multicurrency Credit Agreement And Consent Of
Guarantors. dated as of July 25, 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 waive a certain Event of Default and amend certain
provisions of the Credit Agreement, including extending the Commitment Termination
Date by one year; and










 



Whereas, the Lenders are willing to
waive the Event of Default described herein and to consent to the amendments to
the Credit Agreement on the terms and conditions set forth in this Amendment.


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.  The Level I pricing grid set forth in Section
1.5 (a) of the Credit Agreement is hereby amended to read as follows (the
remainder of such pricing grid to remain as set forth in such Section 1.5(a)):


Applicable
Margins

Level I




	
  Applicable Revolver Index
  Margin

  	
   

  	
  0.00

  	
  %

  
	
  Applicable
  Revolver LIBOR Margin

  	
   

  	
  1.75

  	
  %

  
	
  Applicable L/C Margin

  	
   

  	
  1.25

  	
  %

  






 


1.2        Amendment to Section 1.8(c) of the Credit Agreement.  Section 1.8(c) of the Credit Agreement
is hereby amended by deleting the words “fifth anniversary” in clause (z)
of the definition of Applicable Percentage and replacing them with the words “sixth
anniversary”.


1.3        Amendments to Annex A (Definitions) to the
Credit Agreement.


(a)       The definition of “Authorized Officer” is hereby
deleted in its entirety and replaced with the following:


“Authorized Officer”
of (i) US Borrower means John P. Sanders, Patricia M. Newman, Bonnie McDonald,
or Richard Sugerman and (ii) UK Borrower means David Mogford or Patricia M.
Newman; and in case, any other officer designated to the Applicable Agent in
writing from time to time as an Authorized Office by the Applicable Borrower.


(b)           The
definition of “Commitment Termination Date” is hereby amended by
changing the reference in clause (a) thereof from “May 17, 2008” to “May
17, 2009”.



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1.4        Amendment
to Annex F to the Credit Agreement.  Annex F to the Credit Agreement is
hereby amended by deleting clauses (i) and (ii) in paragraph (b) in their
entirety and replacing them with the following:


“(i) US Borrower shall have Borrowing
Availability of not less than $5,000,000, (ii) US Borrower and UK Borrower
shall have a combined Borrowing Availability of 
not less than $8,000,000, and”


1.5        Amendments
to Annex G to the Credit Agreement.  Annex G to the Credit Agreement is
hereby amended by (a) deleting the last sentence of paragraph (b)
thereof in its entirety and replacing it with the following:


“For each Fiscal Quarter ending after October
30, 2004 and on or before October 30, 2006, Parent and its Subsidiaries shall
have on a consolidated basis a Fixed Charge Coverage Ratio of not less than
1.25:1.00, measured on a 13 Fiscal Periods then ended basis.  For each Fiscal Period ending after October
30, 2006, Parent and its Subsidiaries shall have on a consolidated basis a
Fixed Charge Coverage Ratio of not less than 1.25:1.00 measured on a 13 Fiscal
Periods then ended basis; provided, however,  if as of the end of any Fiscal Period the US
Borrower has a  Borrowing Availability of
not less than $7,500,000, the Fixed Charge Coverage Ratio shall not be tested
for that Fiscal Period.”


and (b)
deleting paragraph (c)(ii) thereof (including the matrix therein) in its
entirety and replacing it with the following:


“(ii)         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

  	
   

  
	
  1/21/2006

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4/15/2006

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7/8/2006

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/28/2006

  	
   

  	
  $

  	
  13,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1/20/2007

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4/14/2007

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7/7/2007
  and for each Fiscal Quarter ended thereafter

  	
   

  	
  $

  	
  13,000,000

  	
   

  



 



 3
 






 



1.6           Amendment to Annex I of the Credit
Agreement.   Annex I
to the Credit Agreement is hereby amended by deleting the address for either
Agent or GE Capital in Pleasanton, California set forth therein and replacing
it with the following:


General Electric Capital Corporation


100 California Street, 10th Floor


San Francisco, California 94111


Attention: 
Westaff Account Manager


Telecopier: 
513-794-8596


Telephone: 
415-277-7432


2.             LIMITED WAIVER.  Subject
to the satisfaction of the conditions set forth herein, the Lenders hereby
agree that, notwithstanding the requirements of paragraph (c)(ii) of
Annex G (Financial Covenants) to the Credit Agreement, the Lenders hereby
waive the Event of Default that arose from the failure of Parent and its
Subsidiaries to have on a consolidated basis a minimum EBITDA for the 13 Fiscal
Periods ending on October 28, 2006
of not less than $13,000,000, provided that the minimum EBITDA for such Fiscal
Quarter, measured on a 13 Fiscal Periods then ended basis, may not be less than
$10,400,000.  This waiver shall be limited precisely as written, shall
apply solely with respect to the failure of Parent and its Subsidiaries to have
on a consolidated basis a minimum EBITDA of not less than $13,000,000, measured
on a 13 Fiscal Periods then ended basis, for the Fiscal Quarter ending
October 28, 2006, as required pursuant to paragraph (c)(ii) of Annex G
(Financial Covenants) to the Credit Agreement, 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 or departure
from the terms of the Credit Agreement.


3.             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:


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



 4
 






 



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.


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.             CONDITIONS
TO EFFECTIVENESS OF THIS AMENDMENT.  This
Amendment shall be effective as of January 2, 2007 or such earlier date
specified by the US Agent to Borrowers and Lenders (and evidenced by the date
set forth on the first page of this Amendment) but only if on such effective
date:


(i) such Amendment has been 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 Lenders;


(ii) each Guarantor shall have delivered to the US Agent or its counsel
executed counterparts of the Consent;


(iii) Borrowers shall have paid to the US Agent for the Lenders an
amendment fee equal to $30,000;


(iv) 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



 5
 






 



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; and


(v) the US
Borrower on behalf of itself and the other Credit Parties and the UK Borrower
on behalf of itself shall have delivered to the US Agent or its counsel a
certificate certifying that the representations and warranties contained herein
and in the Loan Documents are true and correct in all material respects as of
such date (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), and no Default
or Event of Default has occurred and will be continuing (after giving effect to
this Amendment).


5.             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.


6.             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,
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.”


7.             APPLICABLE
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS



 6
 






 



AND DECISIONS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY
APPLICABLE LAWS OF THE UNITED STATES.


8.             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.


9.             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]



 7














 


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


	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief
  Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief
  Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  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 Revolving Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael R. Williamson

  
	
   

  	
  Name:

  	
  Michael R. Williamson

  
	
   

  	
  Title:  SVP

  
					



 









 



The
following Person is a signatory to this Tenth Amendment to Multicurrency Credit
Agreement, Limited Waiver 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, Chief
  Financial

  Officer and Treasurer

  
				



 















 


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, including without limitation, the extension of the
Commitment Termination Date by one year, 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, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTERN MEDICAL SERVICES,
  INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  	
   

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  	
   

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  	
   

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
					



 









 



 


	
  

  	
  MEDIAWORLD INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sanders

  	
   

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief
  Financial

  
	
   

  	
   

  	
  Officer and Treasurer