MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS

Exhibit 10.8.20.7

SEVENTH AMENDMENT

TO

MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER

AND CONSENT OF GUARANTORS

This SEVENTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of August 19, 2005, and entered into by and among WESTAFF, INC., a Delaware corporation (“Parent”), WESTAFF (USA), INC., a California corporation (“US Borrower”), WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK Borrower”), WESTAFF SUPPORT, INC., a California corporation (“Term Borrower”, and together with US Borrower and UK Borrower, the “Borrowers”), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement referred to below).

Recitals

Whereas, the Parent, the Borrowers, the Lenders and Agents have entered into that certain Multicurrency Credit Agreement dated as of May 17, 2002 (as amended by that certain First Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of October 31, 2002, as further amended by that certain Second Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of June 13, 2003, that certain Third Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of September 3, 2003, that certain Fourth Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of February 20, 2004, that certain Fifth Amendment to Multicurrency Credit Agreement and Consent of Guarantors, dated as of July 31, 2004, and that certain Sixth Amendment to Multicurrency Credit Agreement and Consent of Guarantors, dated as of January 5, 2004 (the “Sixth Amendment”) and as further modified by certain consents and waivers of the Lenders (the “Credit Agreement”; capitalized terms used in this Amendment without definition shall have the meanings given such terms in the Credit Agreement); and

Whereas, the Borrowers have requested that the Lenders agree to amend the Credit Agreement to increase the L/C Sublimit and permitted Capital Expenditures and grant a limited waiver on the terms set forth herein; and

Whereas, the Requisite Lenders are willing to approve the increase in the L/C Sublimit and permitted Capital Expenditures and a limited waiver on the terms and conditions set forth in this Amendment (which Amendment shall be effective as of the date that all conditions to such effectiveness set forth herein have been satisfied, the “Effective Date”).

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the Parent, the Borrowers, the Lenders, and Agents agree as follows:

1. AMENDMENTS TO CREDIT AGREEMENT.  Subject to the conditions and upon the terms set forth in this Amendment, the Credit Agreement is hereby amended as follows:

1.1 Amendment to Annex B (Letters of Credit) of the Credit Agreement.  Annex B of the Credit Agreement is hereby amended to delete the second sentence of clause (a)(i) of such Annex B in its entirety and to replace it with the following:

“The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Forty Million Dollars ($40,000,000) (the “L/C Sublimit”), (ii) the Maximum US Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the Swing Line Loan and (iii) the US Borrowing Base less the aggregate outstanding principal balance of the US Revolving Credit Advances and the Swing Line Loan.”

1.2 Amendment to Annex G (Financial Covenants) of the Credit Agreement.  Paragraph (a) of Annex G of the Credit Agreement is hereby amended to delete the amount set forth therein for Fiscal Year 2005 in its entirety and to replace it with “$8,500,000”.

2. CLARIFICATION TO SECTION 6.14.  The Lenders hereby withdraw the consent given under the third paragraph of that certain Consent to Sale of Norway and Denmark Operations and Payment of Subordinated Debt dated June 15, 2005  to certain payments of Subordinated Debt.  By execution of this Amendment, the parties acknowledge that all payments of Subordinated Debt are, and shall remain, subject to satisfaction of the conditions set forth in Sections 6.14(j) (x), (y) and (z) of the Credit Agreement

3. ONE-TIME ADJUSTMENTS TO EBITDA.   Subject to the provisions of this Section 3 and the satisfaction of the other conditions set forth in this Amendment, the Lenders hereby agree that, solely for the purpose of determining compliance with Annex G (Financial Covenants) to the Credit Agreement, the Parent and its Subsidiaries may (i) make a one-time add-back adjustment to EBITDA for the Fiscal Period ended March 19, 2005 for CEO separation charges in the aggregate amount of $533,000, (ii) make a one-time adjustment to increase EBITDA for the Fiscal Period ended July 9, 2005 in the aggregate amount of up to $1,163,000 to include gains recorded on the sale of the shares of Westaff A/S and Westaff AS, and (iii) make a one-time add back adjustment for the Fiscal Period ended August 6, 2005 for restructuring charges, to the extent incurred in such Fiscal Period, in the aggregate amount of up to $450,000.  Such add-back adjustments and adjustments are in addition to the add-back adjustments to EBITDA for non-cash charges set forth in Section 2 of the Sixth Amendment.  For the avoidance of doubt, the add-backs to EBITDA under all Amendments to the Credit Agreement are solely for the purpose of determining compliance with Annex G (Financial Covenants) and are not to be added back for the purpose of determining interest in accordance with Section 1.5(a) of the Credit Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWERS.  The Parent and the US Borrower, jointly and severally, and the UK

2

Borrower, only in respect of itself, severally, make the following representations and warranties to each Lender and each Agent with respect to all Credit Parties:

4.1 Power and Authority. Each of the Credit Parties has all corporate or other organizational power and authority to enter into this Amendment and, as applicable, the Consent of Guarantors attached hereto (the “Consent”), and to carry out the transactions contemplated by, and to perform its obligations under or in respect of, the Credit Agreement, as amended hereby.

4.2 Due Authorization, Non-Contravention.  The execution, delivery and performance by each Credit Party of this Amendment and the Consent, as applicable, and the performance of the obligations of each Credit Party under or in respect of the Credit Agreement as amended hereby (a) have been duly authorized by all necessary corporate, limited liability company or partnership action, (b) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement, as applicable, (c) do not violate any law or regulation or any order or decree of any court or Governmental Authority of the United States or the United Kingdom or, in each case, any political subdivision thereof, (d) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, except where any such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (e) do not result in the creation or imposition of any Lien on any of the property of such Person.

4.3 Execution, Delivery and Enforceability. This Amendment and the Consent have been duly executed and delivered by each Credit Party which is a party thereto and this Amendment, the Consent and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of such Credit Party, enforceable in accordance with their terms, except as enforceability may be limited by Insolvency Laws or similar laws affecting creditors’ rights generally or by general equitable principles.

4.4 No Default or Event of Default. No event has occurred and is continuing after giving effect to this Amendment or will result from the execution and delivery of this Amendment or the Consent that would constitute a Default or an Event of Default.

4.5 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties contained in the Loan Documents is and will be true and correct in all material respects on and as of the date hereof and as of the effective date of this Amendment, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.

5. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.  This Amendment shall be effective only if and when (i) signed by, and when counterparts hereof shall have been delivered to the US Agent or its counsel (by hand delivery, mail or telecopy) by the Parent, the Borrowers and the Requisite Lenders; (ii) each Guarantor shall have delivered to the

3

US Agent or its counsel executed counterparts of the Consent; (iii) Borrowers shall have delivered to the US Agent or its counsel a certificate certifying that the charters, bylaws (or other similar organizational documents) and resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to the Agents on the Closing Date, are in full force and effect and have not been amended, rescinded or otherwise modified as of the date of this Amendment (other than an amendment to Parent’s bylaws to reduce the number of members of the board of directors from six to five); that no other resolutions have been adopted with respect to this Amendment and that no further authorization or consent is required to be obtained with respect to the execution, delivery and performance of this Amendment, the Consent and the Credit Agreement as amended hereby; and an incumbency certificate for each Credit Party and (iv) the US Agent, for the ratable benefit of the Lenders, shall have received payment by the US Borrower of a non-refundable fee equal to $50,000..

6. EFFECT OF AMENDMENT; RATIFICATION.  This Amendment is a Loan Document.  From and after the date on which this Amendment becomes effective, all references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby.  Except as expressly amended or waived hereby, the Credit Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are hereby ratified and confirmed.  Each of the Parent and each Borrower confirms that, as amended hereby, each of the Loan Documents is in full force and effect.

7. RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.  Each of the Parent and the Borrowers acknowledges that the US Agent, the UK Agent and the Lenders have performed all obligations and duties owed to the Parent and the Borrowers under the Loan Documents through the date hereof, and each such party further, acknowledges, represents and warrants that none of the Parent or the Borrowers has any claim, cause of action, defense, or right of set off against the US Agent, the UK Agent or the Lenders, and, to the extent that any such party has any such rights, each of the Parent and the Borrowers hereby releases, waives, and forever discharges the US Agent, the UK Agent and the Lenders (together with each of their predecessors, successors and assigns) and each of their officers, directors, employees, agents and representatives from each action, cause of action, suit, debt, defense, right of set off, or other claim whatsoever, in law or in equity, known or unknown against the US Agent, the UK Agent or the Lenders, or such officers, employees, agents or representatives.  Each of the Parent and each Borrower hereby specifically waives as against the US Agent, the UK Agent or the Lenders any rights they or any of them may have under Section 1542 of the California Civil Code, which provides as follows:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

8. APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA APPLICABLE TO

4

CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES.

9. COMPLETE AGREEMENT.  This Amendment sets forth the complete agreement of the parties in respect of any amendment to any of the provisions of any Loan Document.  The execution, delivery and effectiveness of this Amendment do not constitute a waiver of any Default or Event of Default, amend or modify any provision of any Loan Document except as expressly set forth herein or constitute a course of dealing or any other basis for altering the Obligations of any Credit Party.

10. CAPTIONS; COUNTERPARTS.  The catchlines and captions herein are intended solely for convenience of reference and shall not be used to interpret or construe the provisions hereof. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy), all of which taken together shall constitute but one and the same instrument.

5

IN WITNESS WHEREOF, each of the undersigned has duly executed this Seventh Amendment to Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors as of the date set forth above.

	WESTAFF (USA), INC.
	By:		/s/ Xxxx X. Xxxxxxxxx
	Name:			Xxxx X. Xxxxxxxxx
	Title:			Senior Vice President and Chief Financial Officer
	WESTAFF SUPPORT, INC.
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:			Xxxx X. Xxxxxxxxx
	Title:			Senior Vice President and Chief Financial Officer
	WESTAFF (U.K.) LIMITED
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:			Xxxxxxxx X. Xxxxxx
	Title:			Director
	GENERAL ELECTRIC CAPITAL
	CORPORATION,
	as US Agent, UK Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender
	By:	/s/ Xxxxxxxx X. Xxxxxxx
	By: Xxxxxxxx X. Xxxxxxx
	Duly Authorized Signatory
	BANK OF AMERICA, N. A.,
	as Documentation Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxx
	Title: Senior Vice President

S-1

The following Person is a signatory to this Seventh Amendment to Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors in its capacity as a Credit Party and not as a Borrower.

	WESTAFF, INC.
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:		Xxxx X. Xxxxxxxxx
	Title:		Senior Vice President and Chief Financial Officer

S-1

CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Obligations of the Borrowers under the Credit Agreement and each other Loan Document (including US Borrower and Term Borrower in its capacity as a Guarantor of the Obligations of the other Borrowers) and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned Guarantors are not impaired or affected and the Parent Guaranty, the Subsidiary Guaranty, and the cross-guaranty contained in the Credit Agreement continue in full force and effect, and (c) ratifies the Parent Guaranty, the Subsidiary Guaranty or the cross-guaranty contained in the Credit Agreement, as applicable, and each of the Loan Documents to which it is a party and further ratifies the Liens granted by it to any Agent for its benefit and the benefit of the Lenders.

[signatures following; remainder of page intentionally left blank]

1

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF GUARANTORS as of the date first set forth above.

	WESTAFF, INC.
	By	/s/ Xxxx X. Xxxxxxxxx
	Name:  Xxxx X. Xxxxxxxxx
	Title:  Senior Vice President and Chief
	Financial Officer
	WESTERN MEDICAL SERVICES, INC.,
	a California corporation
	By:				/s/ Xxxx X. Xxxxxxxxx
	Name:  Xxxx X. Xxxxxxxxx
	Title:  Senior Vice President and Chief
	Financial Officer
	WESTAFF (USA), INC.
	By:			/s/ Xxxx X. Xxxxxxxxx
	Name:  Xxxx X. Xxxxxxxxx
	Title:  Senior Vice President and Chief
	Financial Officer
	WESTAFF SUPPORT, INC.
	By:		/s/ Xxxx X. Xxxxxxxxx
	Name:  Xxxx X. Xxxxxxxxx
	Title:  Senior Vice President and Chief
	Financial Officer

	MEDIAWORLD INTERNATIONAL
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:  Xxxx X. Xxxxxxxxx
	Title:  Senior Vice President and Chief
	Financial Officer