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Credit Agreement

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Title:

Credit Agreement

Entities:

Comerica Bank; National Westminster Bank plc; Westaff, Inc.; Bank of America, NA

Date:

2002

Size:

Preview shows 124KB of 383KB total

Price:

$90

ID:

#337632

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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 TIME,

as Lenders,

GENERAL ELECTRIC CAPITAL CORPORATION,

as US Agent,
UK Agent and Security Trustee

and

BANK OF AMERICA, N. A.
as Documentation Agent

GECC CAPITAL MARKETS GROUP, INC.

as Lead Arranger

TABLE OF CONTENTS

			Page
1.	AMOUNT AND TERMS OF CREDIT

	1.1	Credit Facilities	2
	1.2	Letters of Credit	9
	1.3	Prepayments	9
	1.4	Use of Proceeds	12
	1.5	Interest and Applicable Margins	12
	1.6	Eligible Accounts	16
	1.7	Cash Management Systems	18
	1.8	Fees	18
	1.9	Receipt of Payments	19
	1.10	Application and Allocation of Payments	20
	1.11	Loan Account and Accounting	21
	1.12	Indemnity	21
	1.13	Access	21
	1.14	Taxes	22
	1.15	Capital Adequacy; Increased Costs; Illegality	23
	1.16	Single Loan	26
			28
2.	CONDITIONS PRECEDENT

	2.1	Conditions to the Initial Loans	28
	2.2	Further Conditions to Each Loan	30

3.	REPRESENTATIONS AND WARRANTIES

	3.1	Corporate Existence; Compliance with Law	32
	3.2	Executive Offices, Collateral Locations, FEIN	32
	3.3	Corporate Power, Authorization, Enforceable Obligations	32
	3.4	Financial Statements and Projections	33
	3.5	Material Adverse Effect	34
	3.6	Ownership of Property; Liens	34
	3.7	Labor Matters	35
	3.8	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness	35
	3.9	Government Regulation	36
	3.10	Margin Regulations	36
	3.11	Taxes	36
	3.12	ERISA	37
	3.13	No Litigation	38
	3.14	Brokers	38

	3.15	Intellectual Property	38
	3.16	Full Disclosure	38
	3.17	Environmental Matters	39
	3.18	Insurance	40
	3.19	Deposit and Disbursement Accounts	40
	3.20	Government Contracts	40
	3.21	Customer and Trade Relations	40
	3.22	Agreements and Other Documents	40
	3.23	Solvency; No Winding Up	41
	3.24	Status of Parent	41
	3.25	Subordinated Debt	41

4.	FINANCIAL STATEMENTS AND INFORMATION

	4.1	Reports and Notices	42
	4.2	Communication with Accountants	42

5.	AFFIRMATIVE COVENANTS

	5.1	Maintenance of Existence and Conduct of Business	42
	5.2	Payment of Charges	43
	5.3	Books and Records	43
	5.4	Insurance; Damage to or Destruction of Collateral	44
	5.5	Compliance with Laws	46
	5.6	Supplemental Disclosure	46
	5.7	Intellectual Property	46
	5.8	Environmental Matters	46
	5.9	Landlords Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases	47
	5.10	Further Assurances	48

6.	NEGATIVE COVENANTS

	6.1	Mergers, Subsidiaries, Etc.	48
	6.2	Investments; Loans and Advances	48
	6.3	Indebtedness	49
	6.4	Employee Loans and Affiliate Transactions	51
	6.5	Capital Structure and Business	52
	6.6	Guaranteed Indebtedness	52
	6.7	Liens	52
	6.8	Sale of Stock and Assets	53
	6.9	ERISA, Pension Schemes	54
	6.10	Financial Covenants	54
	6.11	Hazardous Materials	54
	6.12	Sale-Leasebacks	54

6.13	Cancellation of Indebtedness	54
6.14	Restricted Payments	54
6.15	Change of Corporate Name or Location; Change of Fiscal Year	55
6.16	No Impairment of Intercompany Transfers	56
6.17	No Speculative Transactions