Exhibit
10.8.20.10


ELEVENTH
AMENDMENT


TO


MULTICURRENCY
CREDIT AGREEMENT, LIMITED WAIVER


AND
CONSENT OF GUARANTORS


This ELEVENTH
AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF
GUARANTORS (this “Amendment”) is dated as of May 24, 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, that certain Ninth Amendment
To Multicurrency Credit Agreement And Consent Of Guarantors. dated as of July
25, 2006, and that certain Tenth Amendment
To Multicurrency Credit Agreement and Consent of Guarantors dated as of January
2, 2007 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 certain Events of Default and amend certain
provisions of the Credit Agreement, including amending the minimum EBITDA
thresholds in Annex G (Financial Covenants) to the Credit Agreement; and












Whereas, the Lenders are willing to
waive the Events 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        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, Michael T. Willis, Bonnie McDonald,
Corinne Wilson, or Robert Bulka and (ii) UK Borrower means David Mogford or
Michael T. Willis or; and in each 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
Change of Control is hereby amended to add the following immediately at the end
of clause (a) of such definition;


“(provided however, any acquisition of 50% or more of
the shares of any capital Stock of Parent having the right to vote for the
election of directors of Parent under ordinary circumstances by Delstaff LLC and/or
any of its affiliates shall not be a “Change of Control” hereunder)”.


1.2        Amendments to Annex G to the Credit
Agreement.  Annex G
to the Credit Agreement is hereby amended by 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

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/27/2007
  and for each Fiscal Quarter ended thereafter

  	
   

  	
  $

  	
  9,500,000

  	
   

  



 



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2.             LIMITED WAIVER OF EVENT OF DEFAULT - EBITDA COVENANT.  Subject to the satisfaction of the conditions
set forth herein, 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 April 14, 2007
of not less than $12,000,000, provided that the minimum EBITDA for such Fiscal
Quarter, measured on a 13 Fiscal Periods then ended basis, may not be less than
$9,400,000.  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 $12,000,000, measured
on a 13 Fiscal Periods then ended basis, for the Fiscal Quarter ending April 14, 2007, 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.             LIMITED
WAIVER OF EVENT OF DEFAULT - CHANGE OF CONTROL.  Subject to the satisfaction of the conditions
set forth herein, the Lenders hereby waive the Event of Default under Section
8.1(m) of the Credit Agreement that occurred on May 7, 2007 as the result of
the expansion of and changes to the board of directors constituting a Change of
Control under clause (b) of such definition.  This waiver shall be
limited precisely as written, shall apply solely to the Change of Control
described above, and, except as provided in Section 2 above, 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.


4.             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:


4.1        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



 3
 








contemplated by, and to perform its
obligations under or in respect of, the Credit Agreement, as amended hereby.


4.2        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.


4.3        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.


4.4        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.


4.5        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.


5.             CONDITIONS TO EFFECTIVENESS OF THIS
AMENDMENT.  This Amendment shall be effective as of May 31, 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;



 4
 








(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 pro-rata benefit of the
Lenders an amendment fee equal to $90,000;


(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 as of the date of this Amendment (other than an amendment to Parent’s
bylaws to increase the number of members of the board of directors from five to
nine); 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).


6.             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.


7.             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



 5
 








(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.”


8.             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.


9.             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.


10.           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]



 6














IN WITNESS WHEREOF, each of the undersigned has duly executed this
Eleventh 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 VP and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  John P.Sanders

  	
   

  
	
   

  	
  Name:

  	
  John P. Sanders

  
	
   

  	
  Title:

  	
  Senior VP and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF (U.K.) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  D. J. Mogford

  	
   

  
	
   

  	
  Name:

  	
  D. J. Mogford

  
	
   

  	
  Title:

  	
  Managing 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/ David Knoblauch

  	
   

  
	
   

  	
  Name:

  	
  David Knoblauch

  
	
   

  	
  Title:

  	
  SVP

  
										



 











The
following Person is a signatory to this Eleventh 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 VP and Chief Financial
  Officer

  



 















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 VP and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTERN MEDICAL SERVICES,
  INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P.Sanders

  	
   

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title:   Executive VP and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTAFF (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P.Sanders

  	
   

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title:   Senior VP and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P.Sanders

  	
   

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title:   Senior VP and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDIAWORLD INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P.Sanders

  	
   

  
	
   

  	
  Name: John P. Sanders

  
	
   

  	
  Title:   Senior VP and Chief Financial Officer