STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services
This STOCK PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of February 14, 2008, is entered into by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Secured Parties (as such term is defined in the Financing Agreement, as defined below) (“Agent”), WESTAFF, INC., a Delaware corporation (“Parent Pledgor”), WESTAFF (USA), INC., a California corporation (“Borrower”), WESTAFF SUPPORT, INC., a California corporation (“Westaff Support”), and MEDIAWORLD INTERNATIONAL, a California corporation (“MediaWorld”; and together with Borrower, Parent Pledgor and Westaff Support, each is individually from time to time is referred to herein as a “Pledgor” and collectively as “Pledgors”).
SECURITY AGREEMENTSecurity Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2008, is entered into by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Secured Parties (as such term is defined in the Financing Agreement, as defined below) (“Agent”), and WESTAFF (USA), INC., a California corporation (“Borrower”), WESTAFF, INC., a Delaware corporation and the sole shareholder of Borrower (“Parent Guarantor”), WESTAFF SUPPORT, INC., a California corporation and a wholly owned subsidiary of Borrower (“Westaff Support”), and MEDIAWORLD INTERNATIONAL, a California corporation and a wholly owned subsidiary of Borrower (“MediaWorld”; and together with Borrower, Parent Guarantor and Westaff Support, each is individually from time to time is referred to herein as a “Grantor” and collectively as “Grantors”), with reference to the following facts:
CONTINUING GUARANTY [Parent Guarantor]Westaff Inc • June 9th, 2008 • Services-help supply services • California
FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to WESTAFF (USA), INC., a California corporation (“Borrower”), by Agent or any Lender under (and as such terms are defined in) the Financing Agreement referred to below, the undersigned, WESTAFF, INC., a Delaware corporation (“Guarantor”), hereby agrees as follows:
U.S. $50,000,000 FINANCING AGREEMENT, DATED AS OF FEBRUARY 14, 2008 AMONG THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT, U.S. BANK NATIONAL ASSOCIATION, AS AGENT AND WESTAFF (USA), INC., AS BORROWER AND WESTAFF, INCFinancing Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services
THIS FINANCING AGREEMENT (this “Agreement”), dated as of February 14, 2008, by and among WESTAFF (USA), INC., a California corporation (“Borrower”), WESTAFF, INC., a Delaware corporation and the sole shareholder of Borrower, as Parent Guarantor (“Parent Guarantor”), each of the Lenders from time to time party hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as LC Issuer and as Agent, is as follows:
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services • California
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2008, is entered into by and between WESTAFF SUPPORT, INC., a California corporation (“Debtor”), having an office at 298 North Wiget Lane, Walnut Creek, California 94598, and U.S. BANK NATIONAL ASSOCIATION, with an office at 633 West Fifth Street, 29th Floor, Los Angeles, California 90071, as Agent for the Lenders party to the Financing Agreement referred to below (in such capacity, “Secured Party”), with reference to the following facts:
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services • California
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2008, is entered into by and between WESTAFF (USA), INC., a California corporation (“Debtor”), having an office at 298 North Wiget Lane, Walnut Creek, California 94598, and U.S. BANK NATIONAL ASSOCIATION, with an office at 633 West Fifth Street, 29th Floor, Los Angeles, California 90071, as Agent (in such capacity and as used herein, “Agent”) for the benefit of the Secured Parties (as such term is defined in the Financing Agreement, defined below, and as such term is used herein (the “Secured Parties”), with reference to the following facts:
CONTINUING GUARANTY [Subsidiaries]Westaff Inc • June 9th, 2008 • Services-help supply services • California
FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to WESTAFF (USA), INC., a California corporation (“Borrower”), by Agent or any Lender under (and as such terms are defined in) the Financing Agreement referred to below, the undersigned, WESTAFF SUPPORT, INC., a California corporation, and MEDIAWORLD INTERNATIONAL, a California corporation (collectively, “Guarantors,” and each, individually, “Guarantor”), each hereby agree as follows:
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • June 9th, 2008 • Westaff Inc • Services-help supply services • California
THIS FIRST AMENDMENT TO FINANCING AGREEMENT (“First Amendment”) is made as of March 31, 2008 to amend and provide certain consents under that certain Financing Agreement (the “Agreement”), dated as of February 14, 2008, among Westaff (USA), Inc., a California corporation (“Borrower”), Westaff, Inc., a Delaware corporation and the sole shareholder of Borrower, as parent guarantor (“Parent Guarantor”), each of the lenders party thereto and defined therein as “Lenders”, and U.S. Bank National Association in its separate capacities as the LC Issuer thereunder and as Agent for the benefit of the Secured Parties. Capitalized terms used herein and not otherwise defined herein having the respective meanings ascribed thereto in the Agreement.
