Common use of MERGER, CONSOLIDATION, TRANSFER OF ASSETS Clause in Contracts

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheld; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business. 5. Except as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 6. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge Merge into or consolidate with any other entityentity unless Borrower is the surviving entity and remains incompliance with all terms and conditions of the Loan Documents; nor make engage in any substantial change in the nature of material business not reasonably related to Borrower's business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldthis Agreement; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business. 5. Except as specifically , provided hereinthat Borrower may self, lease, transfer or dispose of up to 15% of its assets in any fiscal year, provided that Borrower receive fair consideration therefor; nor acquire all terms and conditions or substantially all of the Agreement remain in full force and effectassets of any other person of entity, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement provided that, any Acquisition by Borrower shall be read togetherpermitted which is either (i) consented to by Bank in writing prior thereto or (ii) where: (a) the business, as one document.division or operating units acquired are for use, or the person acquired is engaged, in businesses reasonably related to the businesses conducted by Borrower at the time of such Acquisition; 6. (b) immediately before and after giving effect to such Acquisition, no Event of Default shall exist; (c) the aggregate consideration to be paid by Borrower hereby remakes all representations and warranties contained (including consideration consisting of equity in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default and/or any debt assumed or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed issued in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much amount thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from calculated in accordance with generally accepted accounting principles) in connection with (i) such Acquisition (or any series of related Acquisitions) is less than $40,000,000 and (ii) all Acquisitions after the date of its disbursement this Agreement is less than $100,000,000; (d) in the case of the Acquisition of any person, the board of directors or similar governing body of such person has approved such Acquisition and such person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition will violate any applicable law; and (e) If the Acquisition is structured as set forth herein.a merger, Borrower is the surviving entity. For purposes of this provision the following terms have the meanings assigned to them:

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge Merge into or consolidate with any other entityentity unless Borrower is the surviving entity and remains in compliance with all terms and conditions of the Loan Documents; nor make engage in any substantial change in the nature of material business not reasonably related to Borrower's business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldthis Agreement; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business. 5. Except as specifically , provided hereinthat Borrower may sell, lease, transfer or dispose of up to 15% of its assets in any fiscal year, provided that Borrower receive fair consideration therefor; nor acquire all terms and conditions or substantially all of the Agreement remain in full force and effectassets of any other person of entity, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement provided that, any Acquisition by Borrower shall be read togetherpermitted which is either (a) consented to by Bank in writing prior thereto or (b) where: (1) the business, as one document.division or operating units acquired are for use, or the person acquired is engaged, in businesses reasonably related to the businesses conducted by Borrower at the time of such Acquisition; 6. (2) immediately before and after giving effect to such Acquisition, no Event of Default shall exist; (3) the aggregate consideration to be paid by Borrower hereby remakes all representations and warranties contained (including consideration consisting of equity in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default and/or any debt assumed or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed issued in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much amount thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from calculated in accordance with generally accepted accounting principles) in connection with (i) such Acquisition (or any series of related Acquisitions) is less than $40,000,000 and (ii) all Acquisitions after the date of its disbursement this Agreement is less than $100,000,000; (4) in the case of the Acquisition of any person, the board of directors or similar governing body of such person has approved such Acquisition and such person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition will violate any applicable law; and (5) if the Acquisition is structured as set forth herein.a merger, Borrower is the surviving entity. For purposes of this provision the following terms have the meanings assigned to them:

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge Merge into or consolidate with any other entityentity unless Borrower is the surviving entity and remains in compliance with all terms and conditions of the Loan Documents; nor make engage in any substantial change in the nature of material business not reasonably related to Borrower's ’s business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldthis Agreement; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business. 5. Except as specifically , provided hereinthat Borrower may sell, lease, transfer or dispose of up to 15% of its assets in any fiscal year, provided that Borrower receive fair consideration therefor; nor acquire all terms and conditions or substantially all of the Agreement remain in full force and effectassets of any other person of entity, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement provided that, any Acquisition by Borrower shall be read togetherpermitted which is either (a) consented to by Bank in writing prior thereto or (b) where: (1) the business, as one document.division or operating units acquired are for use, or the person acquired is engaged, in businesses reasonably related to the businesses conducted by Borrower at the time of such Acquisition; 6. (2) immediately before and after giving effect to such Acquisition, no Event of Default shall exist; (3) the aggregate consideration to be paid by Borrower hereby remakes all representations and warranties contained (including consideration consisting of equity in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default and/or any debt assumed or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed issued in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much amount thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from calculated in accordance with generally accepted accounting principles) in connection with (i) such Acquisition (or any series of related Acquisitions) is less than $40,000,000 and (ii) all Acquisitions after the date of its disbursement this Agreement is less than $100,000,000; (4) in the case of the Acquisition of any person, the board of directors or similar governing body of such person has approved such Acquisition and such person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition will violate any applicable law; and (5) if the Acquisition is structured as set forth herein.a merger, Borrower is the surviving entity. For purposes of this provision the following terms have the meanings assigned to them:

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge Merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's business as conducted as of the date hereofClosing Date; nor acquire all or substantially all of the assets of any other entity in any transaction involving other than a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldSubsidiary; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business. 5business or to one of its Subsidiaries that is a Borrower or Guarantor hereunder. Except as specifically provided hereinNotwithstanding the foregoing, all terms and conditions of (a) the Agreement remain in full force and effectsale, without waiver lease or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 6. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date transfer of Borrower's acknowledgment set forth below txxxx xxxsts no default or defined event ’s assets in an amount of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen less than Five Million Dollars ($13,000,000.005,000,000) in the aggregate during the term of this Agreement shall not be considered a substantial or material portion of its assets, (b) the sale, transfer or liquidation of textbook inventory is permitted hereunder, and (c) so long as an Event of Default has not occurred and has not been continuing, and Borrower is in proforma compliance with the financial conditions set forth in Section 4.9 hereof both before and after giving effect thereto, Borrower shall be permitted to merge into or consolidate with any other entity or acquire all or substantially all of the assets of any other entity (each, a “Permitted Acquisition” and collectively, “Permitted Acquisitions”), provided that (i) such entity is in a similar line of business as Borrower or so much thereof as may be advanced is a business substantially related thereto, (ii) Borrower is the surviving entity and be outstanding(iii) for any Permitted Acquisition valued in excess of Five Million Dollars ($5,000,000), no Event of Default has occurred and is continuing, and Borrower has provided evidence of proforma compliance with interest thereon, to be computed on each advance from the date of its disbursement as financial conditions set forth hereinin Section 4.9 hereof both before and after giving effect thereto, such evidence in the form of Exhibit A attached hereto; notwithstanding the foregoing, for purposes of determining proforma compliance with Section 4.9, the aggregate consideration paid or payable in respect of any Permitted Acquisition shall include the amount of any earn out or other contingent obligations due in connection with such Permitted Acquisition.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge Merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's any Obligor’s business as conducted as of the date hereofClosing Date; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldentity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's any Obligor’s assets except in the ordinary course of its business. 5. Except as specifically ; provided, however, that Borrower and its Subsidiaries may make one or more acquisitions in similar or related businesses provided herein, that (a) Borrower demonstrates pro forma compliance with all terms and conditions of the Agreement remain Line of Credit after giving effect to any acquisition; (b) total aggregate consideration paid or to be paid in full force connection with such acquisition, inclusive of all unsecured indebtedness incurred or assumed, together with the aggregate consideration paid in connection with all Permitted Acquisitions occurring during the trailing 24 months from such acquisition consummation for which consent was not required is equal to or less than $25,000,000; (c) the acquired entity or the assets acquired shall be acquired on a non-hostile basis; (d) the acquired entity or assets acquired shall be owned directly by Borrower or by a wholly-owned Subsidiary of Borrower after giving effect to any acquisition; (e) the acquired entity, if it shall become a Subsidiary of Borrower and effectis not a foreign Subsidiary, without waiver shall become a guarantor hereunder (if deemed material); (f) there shall exist no potential default, or modification. All terms defined in Event of Default before or after giving effect to any acquisition; (g) Borrower shall provide historical financial statements on the Agreement acquired entity and additional information as requested by Bank regarding any acquisitions and (h) Borrower shall have the same meaning when used herein. This Amendment and the Agreement satisfied such other reasonable conditions as Bank shall be read togetherrequire with respect to providing reasonable assurance that such acquisition will not materially impact Borrower’s ability to comply with its obligations hereunder (each such acquisition, as one documenta “Permitted Acquisition”). 6. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as (g) Section 5.9 of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default or defined event of default under the Credit Agreement or any promissory note or other contract, instrument or document executed is hereby amended in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd its entirety to read as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.follows:

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge (a) Merge into or consolidate with any other entity; nor (b) make any substantial change in the nature of Borrower's business as conducted as of the date hereof; nor (c) acquire all or substantially all of the assets of any other entity in any transaction involving entity, except for a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheldPermitted Acquisition (as defined below); nor (d) sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business. 5. Except as specifically provided herein, all terms and conditions nor (e) accomplish any of the Agreement remain in full force and effect, without waiver above by virtue of a division or modificationsimilar transaction. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 6. “Permitted Acquisition” means any acquisition by Borrower hereby remakes of all representations and warranties contained in the Agreement and reaffirms or substantially all covenants set forth therein. Borrower further certifies that as of the date operating assets of Borrower's acknowledgment set forth below txxxx xxxsts any person or entity so long as all of the following conditions are satisfied: (i) the acquisition is consummated in compliance with applicable law, (ii) there exists no default or defined event Event of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewithDefault, nor any conditionact, act condition or event which with the giving of notice or the passage of time or both would constitute an Event of Default, and no such a default Event of Default or defined event potential Event of default. UNDER OREGON LAWDefault results after giving effect to the acquisition, MOST AGREEMENTS(iii) the aggregate consideration (valuing any non-cash consideration at its fair market value, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3and including without limitation the amount of all liabilities assumed or acquired) does not exceed $10,000,000 for all such acquisitions in any fiscal year of Borrower, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment (iv) the assets acquired in the acquisition shall constitute acceptance be purchased from an entity that is engaged in business in the nutritional supplements industry (v) the assets acquired in the acquisition shall be usable in Borrower’s business in the nutritional supplements industry; (vi) after giving effect to the payment of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06aggregate consideration (valuing any non-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") cash consideration at its office at 1300 S. W. Fifth Avenuefair market value, T-13and including without limitation the amount of all liabilities assumed or acquired) for the acquisition, PortlandBorrower shall have not less than $10,000,000 in Post-Acquisition Liquidity, Xxxxxx, or at such other place with “Post-Acquisition Liquidity” defined as the holder hereof may designatesum of (1) Borrower’s cash on hand, in lawful money plus (2) funds available to be drawn on the Line of Credit; (vii) Borrower provides Bank with notice of the United States acquisition at least forty five (45) days prior thereto; and (viii) concurrently with the closing of America such acquisition, Borrower executes and delivers to Bank such documents, authorizes such filings, and takes such actions as Bank shall require, for Borrower to grant to Bank a perfected first-priority secured interest in immediately available funds, the principal sum of Thirteen Million Dollars ($13,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth hereinall assets acquired by Borrower in such acquisition.