CREDIT AGREEMENT Dated as of May 17, 2002 among WESTAFF (USA) INC., WESTAFF (CA), INC. WESTAFF LIMITED PARTNERSHIP WESTAFF (U.K.) LIMITED, and WESTAFF SUPPORT, INC. as Borrowers, WESTAFF INC., as a Guarantor THE LENDERS SIGNATORY HERETO FROM TIME TO...Credit Agreement • June 4th, 2002 • Westaff Inc • Services-help supply services • California
This MULTICURRENCY CREDIT AGREEMENT (this “Agreement”), dated as of May 17, 2002 among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“Westaff USA”), WESTAFF LIMITED PARTNERSHIP, a Delaware limited partnership (“WestLP”), WESTAFF (CA), INC., a California corporation (“WCA” and, with Westaff (USA) and WestLP, are sometime referred to as a “US Borrower” and collectively, the “US Borrowers”) WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”) and WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”) (the US Borrower, the UK Borrower and the Term Borrower are sometimes referred as a “Borrower” and collectively, as the “Borrowers”), GENERAL ELECTRIC CAPITAL CORPORATION (in its individual capacity, “GE Capital”), as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (each as defined below), as Security Trustee for the UK Revolving Lende
FORBEARANCE AND WAIVER AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSForbearance and Waiver Agreement • June 4th, 2002 • Westaff Inc • Services-help supply services • California
Reference is made to that certain Guarantor Security Agreement (Receivables, Inventory, Equipment and General Intangibles) dated as of March ___, 1998 (as now in effect or hereafter extended, renewed, modified, supplemented, amended or restated from time to time, the “Security Agreement”), by and among the Grantors from time to time party thereto in favor of BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association) (“BofA”) for its benefit and the benefit of the financial institutions (the “Banks”) from time to time party to the Credit Agreement dated as of March 4, 1998 (as now in effect or hereafter extended, renewed, modified, supplemented, amended or restated from time to time, the “Credit Agreement”) among WESTAFF (USA), INC. (formerly known as Western Staff Services (USA), Inc.) (“WUSAI”), WESTERN MEDICAL SERVICES, INC. (“WMS” and, together with WUSAI, each a “Borrower” and collectively, the “Borrowers”), the Banks referred to therein and Bo
PLEDGE AGREEMENTPledge Agreement • June 4th, 2002 • Westaff Inc • Services-help supply services • California
THIS PLEDGE AGREEMENT, dated as of May 17, 2002 (together with all amendments, in any, from time to time hereto, this “Agreement”) is made by and among Westaff, Inc., as Parent (“Parent”), a Delaware corporation, Westaff (USA), Inc., a California corporation (“Westaff USA”), Westaff Support, Inc., a California corporation (“Term Borrower”), Western Medical Services, Inc., a California corporation (“WMS”), Westaff (CA), Inc., a California corporation (“WCA”), Westaff Limited Partnership, a Delaware limited partnership (“WestLP”, and collectively with Parent, Westaff USA and Term Borrower, WCA and WMS, the “Pledgors”, and each individually, a “Pledgor”), and GENERAL ELECTRIC CAPITAL CORPORATION, individually and in its capacity as US Agent and UK Agent for Lenders (“Agent”).
SECURITY AGREEMENTSecurity Agreement • June 4th, 2002 • Westaff Inc • Services-help supply services • California
THIS SECURITY AGREEMENT, dated as of May 17, 2002, is made by and among Westaff, Inc., a Delaware corporation (“Parent”), Westaff (USA), Inc., a California corporation (“Westaff USA”), Westaff (CA), Inc., a California corporation (“WCA”), Westaff Limited Partnership, a Delaware limited partnership (“WestLP”, collectively with Westaff USA and WCA, “US Borrowers”), Westaff Support, Inc., a California corporation (as “Term Borrower”), Westaff (GP), Inc., a California corporation (“WGP”), Westaff (LP), Inc., a California corporation (“WLP”), Western Medical Services, Inc., a California corporation (“WMS”), and Mediaworld International, a California corporation (“MWI”); (Parent, Westaff USA, Term Borrower, WGP, WLP, WestLP, WCA, WMS, and MWI are sometimes collectively referred to herein as “Grantors” and individually as a “Grantor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and in its capacities as US Agent and UK Agent for Lenders (“Agent”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 4th, 2002 • Westaff Inc • Services-help supply services • California
THIS SUBSIDIARY GUARANTY (this “Guaranty”), dated as of May 17, 2002, is made by and among the Guarantors identified as such on the signature page hereof (each, a “Guarantor” and collectively, “Guarantors”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as US Agent and UK Agent (in such capacities, “Agent”) for itself and the lenders from time to time signatory to the Credit Agreement hereinafter defined (“Lenders”).
PARENT GUARANTYParent Guaranty • June 4th, 2002 • Westaff Inc • Services-help supply services • California
THIS PARENT GUARANTY (this “Guaranty”), dated as of May 17, 2002, is made by WESTAFF, INC., a Delaware corporation (the “Guarantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as US Agent and UK Agent (in such capacities, “Agent”) for itself and the lenders from time to time signatory to the Credit Agreement hereinafter defined (“Lenders”).
RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Latham & Watkins Los Angeles, CA 90071 Attn: Mary Ruhl, Esq. INSTRUCTIONS TO COUNTY RECORDER: Index this document asWestaff Inc • June 4th, 2002 • Services-help supply services • California
