FIFTH AMENDMENT TO CREDIT AGREEMENT





                  THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"),

dated as of November 7, 2000, is entered into by and among WESTAFF (USA), INC.

("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS" and together with WSS,

collectively, the "BORROWERS" and individually, a "BORROWER"), BANK OF AMERICA,

N.A., as agent for itself and the Banks (the "AGENT"), and the several financial

institutions party to the Credit Agreement (collectively, the "BANKS").





                                    RECITALS



                  A. The Borrowers, Banks, and Agent are parties to a Credit

Agreement dated as of March 4, 1998, and amendments thereto dated as of May 15,

1998, July 23, 1998, January 22, 1999, and December 15, 1999 (collectively, the

"CREDIT AGREEMENT") pursuant to which the Agent and the Banks have extended

certain credit facilities to the Borrowers.



                  B. The Borrowers have requested that the Banks agree to

certain amendments of the Credit Agreement.



                  C. The Banks are willing to amend the Credit Agreement,

subject to the terms and conditions of this Amendment.





                                    AGREEMENT



                  NOW, THEREFORE, for valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties hereto hereby agree as

follows:



                  1.  DEFINED TERMS.  Unless otherwise defined herein,

capitalized terms used herein shall have the meanings, if any, assigned to them

in the Credit Agreement.



                  2.  AMENDMENTS TO CREDIT AGREEMENT.



                           (a) The definition of "Guarantor" in Section 1.01 of

         the Agreement is amended to read as follows in its entirety:



                                    "GUARANTOR" means, when used in the

                singular, any one of, and, when used in the plural, collectively

                all of, the following companies: the Parent, WESTERN MEDICAL

                SERVICES (NY), INC. (formerly known as Western Staff Services

                (NY), Inc.), a New York corporation, WESTERN TECHNICAL SERVICES,

                INC., a California corporation, MEDIAWORLD INTERNATIONAL, a

                California corporation, and any other Person that may, after the

                date hereof, execute a guaranty of Borrowers' obligations under

                this Agreement.



                           (b) Section 8.08 of the Credit Agreement is amended

         by replacing the period at the end of subsection (g) with a semicolon

         followed by the word "and" and by the addition of a new subsection (h)

         thereto to read as follows:



                                    (h) Contingent Obligations in an aggregate

                  amount





                                       -1-

{PAGE}







                  not exceeding Eleven Million Eight Hundred Forty Two

                  Thousand Five Hundred Dollars ($11,842,500) arising in respect

                  of any surety bond issued by Fireman's Fund Insurance Company

                  in connection with the Borrowers' workers' compensation

                  obligations.



                           (c) The definition of "Cash Flow for Debt Service"

         set forth in Section 8.17 of the Credit Agreement is amended by

         replacing the words "cash dividends" with "dividends declared."



                           (d) Schedule 6.19 to the Credit Agreement is replaced

         with the revised Schedule 6.19 attached hereto.



                           (e) Schedule 11.02 to the Credit Agreement is

         replaced with the revised Schedule 11.02 attached hereto.



                  3.  REPRESENTATIONS AND WARRANTIES.  The Borrowers each

hereby represent and warrant to the Agent and the Banks as follows:



                           (a) No Default or Event of Default has occurred and

         is continuing, except those Defaults or Events of Default, if any, that

         have been disclosed in writing to the Agent and the Banks or waived in

         writing by the Agent and the Banks.



                           (b) The execution, delivery and performance by the

         Borrowers of this Amendment have been duly authorized by all necessary

         corporate and other action and do not and will not require any

         registration with, consent or approval of, notice to or action by, any

         Person (including any Governmental Authority) in order to be effective

         and enforceable. The Credit Agreement as amended by this Amendment

         constitutes the legal, valid and binding obligations of the Borrowers,

         enforceable against each of them in accordance with its respective

         terms, without defense, counterclaim or offset.



                           (c)  All representations and warranties of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC