Exhibit
10.60


 


THIRD
AMENDMENT TO LETTER OF CREDIT AGREEMENT


 


THIS
THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Amendment”), is made and
entered into as of August 22, 2002, by and between LABOR READY, INC., a Washington corporation (“Debtor”), and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Creditor”).


 


W
I  T  N  E  S  E  T  H:


 


WHEREAS,
Debtor and Creditor are parties to that certain Letter of
Credit Agreement dated as of March 1, 2001 (the “Letter of Credit Agreement”; capitalized terms used herein
and not otherwise defined herein shall have the meanings given such terms in
the Letter of Credit Agreement or Annex A thereto), whereby Creditor has
agreed, subject to certain terms and conditions, to incur Letter of Credit
Obligations or cause the issuance of Letters of Credit; and


 


WHEREAS, Creditor and Debtor desire to modify the Letter of Credit Agreement in
certain respects, all in accordance with and subject to the terms and
conditions set forth herein.


 


NOW THEREFORE, in consideration of the premises and mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.                                     Amendments to Letter of
Credit Agreement.   Subject to the terms and conditions of this Amendment, the Letter of
Credit Agreement shall be amended as follows:


 


1.1                               Section 6.2 to the Letter of Credit Agreement is hereby amended by deleting the
word “and” from the end of clause (c), replacing the period at the end of
clause (d) with “; and” and adding new clause (e) at the end thereof to read in
its entirety as follows:


 


(e)
so long as no Default or Event of Default shall have occurred and be continuing
Debtor may make other investments of the type that meet the investment
guidelines attached to the Third Amendment to Letter of Credit Agreement as Exhibit
A, provided that (1) the aggregate amount of all such investments by
Debtor shall not exceed at any time $50,000,000, and (2) the securities account
in which all such investments are held shall at all times be subject to a Other
Permitted Investments Control Agreement.


 

















 


1.2                              Annex A to the Letter of Credit Agreement is hereby amended by adding in
alphabetical order the following definitions:


 


“Other
Permitted Investments Control Agreement” shall mean that certain Securities
Account Control Agreement dated as of August 22, 2002, between Debtor and Wells
Fargo Bank, National Association, in form and substance satisfactory to
Creditor, pursuant to which Creditor shall at all times have a perfected first
priority security interest in the Other Permitted Investments Securities
Account.


 


“Other
Permitted Investments Securities Account” shall mean a securities account,
account number 11892002, established by Debtor with Wells Fargo Bank, National
Association.


 


“Third
Amendment Effective Date” means August 22, 2002.


 


“Third
Amendment to Letter of Credit Agreement” means that certain Third Amendment
to Letter of Credit Agreement dated as of August 22, 2002 between Debtor and
Creditor.


 


2.                                       No Other Amendments.   Except for the amendments expressly set forth
and referred to in Section 1 above, the Letter of Credit Agreement shall
remain unchanged and in full force and effect. 
Without limiting the generality of the foregoing, the parties hereto
hereby acknowledge and agree that this Amendment is not intended to, nor shall
it be construed as, waiving any Default or Event of Default that now or
hereafter may exist as a result of any transactions between or among Debtor or
any other Credit Party, except for those transactions specifically described in
Section 1 of this Amendment.


 


3.                                       Representations and
Warranties.   Debtor
hereby represents and warrants to Creditor that (a) this Amendment has been
duly authorized, executed and delivered by Debtor, (b) after giving effect to
this Amendment, no Default or Event of Default has occurred and is continuing
as of this date, and (c) after giving effect to this Amendment, all of the
representations and warranties made by Debtor in the Letter of Credit Agreement
are true and correct in all material respects on and as of the date of this
Amendment (except to the extent that any such representations or warranties
expressly referred to a specific prior date). 
Any breach in any material respect by Debtor of any of its
representations and warranties contained in this Section 3 shall be a
Default and an Event of Default for all purposes of the Letter of Credit
Agreement.


 


4.                                       Ratification.   Debtor hereby ratifies and reaffirms each and
every term, covenant and condition set forth or incorporated by reference in
the Letter of Credit Agreement and all other documents delivered by Debtor in
connection therewith (including without limitation the other Letter of Credit
Documents to which Debtor is a party) effective as of the date hereof.


 


2

















 


5.                                      Estoppel.   To induce Creditor to enter into this
Amendment, Debtor hereby acknowledges and agrees that, as of the date hereof,
there exists no right of offset, defense or counterclaim in favor of Debtor as
against Creditor with respect to the obligations of Debtor under the Letter of
Credit Agreement or the other Letter of Credit Documents, either with or
without giving effect to this Amendment.


 


6.                                      Conditions to Effectiveness.   Upon the receipt by Creditor of (i) this
Amendment, duly executed, completed and delivered by Debtor and each Guarantor,
(ii) the Other Permitted Investments Control Agreement, duly executed,
completed and delivered to Creditor and in full force and effect, and (iii)
written acknowledgement, in form and substance satisfactory to Creditor, by
Wells Capital Management of receipt of notice from Debtor of updated investment
guidelines as set forth on Exhibit A of this Amendment and confirmation that
such guidelines will govern all investments held in the Other Permitted
Investments Securities Account, this Amendment shall become effective.


 


7.                                      Reimbursement of Expenses.   Debtor hereby agrees that it shall reimburse
Creditor on demand for all costs and expenses (including without limitation
reasonable attorney’s fees) incurred by such parties in connection with the
negotiation, documentation and consummation of this Amendment and the other
documents executed in connection herewith and therewith and the transactions
contemplated hereby and thereby.


 


8.                                      Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS
TO BE PERFORMED ENTIRELY WITHIN SAID STATE.


 


9.                                      Severability of Provisions.   Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by applicable law, Debtor hereby waives any provision of law that
renders any provision hereof prohibited or unenforceable in any respect.


 


10.                                Counterparts.   This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to constitute but one
original and shall be binding upon all parties, their successors and permitted
assigns.


 


11.                                Entire Agreement.   The Letter of Credit Agreement as amended
from time to time and by this Amendment embodies the entire agreement between
the parties hereto relating to the subject matter hereof and supersedes all
prior agreements, representations and understandings, if any, relating to the
subject matter hereof.


 


[Remainder of page
intentionally blank; next page is signature page]


 


3

















 


IN  WITNESS WHEREOF, the parties have caused
this Third Amendment to Letter of Credit Agreement to be duly executed by their
respective officers thereunto duly authorized, as of the date first above
written.


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Craig Winslow

  	
   

  
	
   

  	
   

  	
  Its Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LABOR
  READY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven C. Cooper

  	
   

  
	
   

  	
  Name:

  	
  Steven C. Cooper

  
	
   

  	
  Title:

  	
  Executive Vice President
  & Chief Financial Officer

  
					



 


4

















 


Each of the undersigned
Guarantors hereby acknowledges and agrees with the terms of the foregoing Third
Amendment to Letter of Credit Agreement and hereby ratifies and reaffirms all
of its obligations under that certain Subsidiary Guaranty dated as of March 1,
2001 by the Guarantors in favor of Creditor.


 


	
   

  	
  LABOR
  READY CENTRAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY CENTRAL II, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Labor Ready Central,
  Inc., as its sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY CENTRAL III, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Labor Ready Central, Inc.,
  as its sole General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY GP CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
					



 


5

















 


	
   

  	
  LABOR READY MID-ATLANTIC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY MID-ATLANTIC II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY MID-ATLANTIC III, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Labor Ready GP Co., Inc.,
  as its sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY MIDWEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY NORTHEAST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  



 


6

















 


	
   

  	
  LABOR READY NORTHWEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY SOUTHEAST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY SOUTHEAST II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY SOUTHEAST III, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Labor Ready GP Co., Inc.,
  as its sole General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  



 


7

















 


	
   

  	
  LABOR READY SOUTHWEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LABOR READY PUERTO RICO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  
	
   

  	
  Name: Timothy J. Adams

  
	
   

  	
  Title: President

  



 


8

















 


EXHIBIT A


 


INVESTMENT GUIDELINES


 


INVESTMENT
OBJECTIVES:


Preservation
of Capital


High
Degree of Liquidity


Maximum
After-tax Total Returns


 


RECOMMENDED
INVESTMENTS


	
  U.S. Treasury Securities

  	
   

  	
  Taxable Short-term
  Municipal Debt

  
	
  U.S. Federal Agency
  Securities (GSE’s)

  	
   

  	
  Money Market Auction Rate
  Debt

  
	
  Repurchase Agreements

  	
   

  	
  Auction Rate Debt

  
	
  Master Notes issued by
  U.S. Federal Agencies

  	
   

  	
  Municipal Notes/Bonds

  
	
  Certificates of Deposit

  	
   

  	
  Tax-Exempt Commercial Paper

  
	
  Money Market Funds/Sweep
  Vehicle

  	
   

  	
  Municipal Variable Rate
  Securities

  
	
  Commercial Paper-Domestic
  Issues

  	
   

  	
  Money Market Preferred

  
	
  Floating Rates Notes
  issued by U.S. Federal Agencies

  	
   

  	
  Asset Backed Securities
  issued by U.S. Federal Agencies

  



 


MATURITY PARAMETERS:


Maximum
Maturity/Demand Feature/Average Life

3 year maximum maturity per issue

20 month maximum average maturity


 


CONCENTRATION AND DIVERSIFICATION:


No
more than 10% of a single issue/issuer except US Treasury/Agency Securities and
government collateralized pre-funded securities.


 


No
more than 50% of the portfolio shall be invested in any single GSE/Federal
Agency securities at time of purchase.


 


MINIMUM ACCEPTABLE CREDIT QUALITY:


The
obligor must be rated in the rating category as indicated below by at least one
of the Nationally Recognized Statistical Rating Organizations (NRSRO’s) for
municipal securities, and at least two for non-municipal securities.


 


	
   

  	
   

  	
  S&P

  	
   

  	
  Moody’s

  	
   

  	
  Fitch

  	
   

  
	
  Short-term Rating

  	
   

  	
  A-l/SP-1

  	
   

  	
  P-l/MIG-1

  	
   

  	
  F-l

  	
   

  
	
  Long-term Rating

  	
   

  	
  A

  	
   

  	
  A

  	
   

  	
  A

  	
   

  



 


Non rated pre-funded issues may be purchased (collaterized
by US Treasuries/Agencies)


 


9