FIFTH AMENDMENT TO SECURITIZATION AGREEMENTS

Exhibit 10.62

FIFTH AMENDMENT TO SECURITIZATION AGREEMENTS

THIS FIFTH AMENDMENT TO SECURITIZATION AGREEMENTS (this “Amendment”), is made and entered into as of December 19, 2002 (the “Effective Date”), by and among LABOR READY, INC., a Washington corporation (the “Parent”), each of the Parent’s Subsidiaries listed on the signature pages hereto as a “Selling Subsidiary” (each, a “Selling Subsidiary”; Parent and each Selling Subsidiary are hereinafter sometimes referred to individually as an “Originator” and collectively as the “Originators”), LABOR READY FUNDING CORPORATION, a Delaware corporation (the “Buyer”; Buyer and each Originator are hereinafter sometimes referred to individually as a “Company” and collectively as the “Companies”), REDWOOD RECEIVABLES CORPORATION, a Delaware corporation (“Redwood”), as Conduit Lender (in such capacity, the “Conduit Lender”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as Committed Lender (in such capacity, the “Committed Lender”; together with the Conduit Lender referred to herein collectively as the “Lenders”), as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Collateral Agent for the Conduit Lender and the Conduit Lender Secured Parties (in such capacity, the “Collateral Agent”), as Operating Agent for Redwood (in such capacity, the “Operating Agent”), and as Liquidity Agent for the Liquidity Lenders (in such capacity, the “Liquidity Agent”).

W I T N E S E T H:

WHEREAS, each of the Selling Subsidiaries and the Parent are parties to a certain Receivables Sale Agreement, dated as of March 1, 2001 (as amended to the date hereof, the “Receivables Sale Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in Annex X to the Receivables Sale Agreement as amended by this Amendment), whereby each Selling Subsidiary has agreed to sell or otherwise transfer to the Parent, and the Parent has agreed to purchase or otherwise acquire from such Selling Subsidiaries, all of the right, title and interest of such Selling Subsidiaries in the Receivables; and

WHEREAS, the Parent and the Buyer are parties to a certain Receivables Sale and Contribution Agreement, dated as of March 1, 2001 (as amended to the date hereof, the “Transfer Agreement”), whereby the Parent has agreed to sell, contribute or otherwise transfer to Buyer, and Buyer has agreed to purchase or otherwise acquire from the Parent, all of the right, title and interest of the Parent in the Receivables; and

WHEREAS, the Buyer, the Lenders and the Administrative Agent are parties to a certain Receivables Funding Agreement, dated as of March 1, 2001 (as amended to the date hereof, the “Funding Agreement”), pursuant to which, among other things, the Lenders have agreed, subject to certain terms and conditions, to make Advances to the Buyer to fund its purchases of the Receivables; and

WHEREAS, Redwood and GE Capital, as Liquidity Agent, Initial Liquidity Lender, Collateral Agent and Operating Agent are parties to a certain Liquidity Loan and Asset Purchase Agreement, dated as of March 1, 2001 (the “Liquidity Loan Agreement”; the Receivables Sale Agreement, the Transfer Agreement, the Funding Agreement and the Liquidity Loan Agreement,

together with all exhibits and annexes thereto, are referred to herein collectively as the “Securitization Agreements”), pursuant to which, among other things, the Liquidity Lenders have agreed, subject to certain terms and conditions, to make Liquidity Loans to Redwood; and

WHEREAS, the Companies have requested that the Securitization Agreements be amended in certain respects, and the Lenders, the Administrative Agent and the Collateral Agent are willing to agree to such amendments subject to the terms and conditions of this Amendment.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment of Securitization Agreements.

1.1 Section 2.07(c) of the Funding Agreement is hereby deleted in its entirety and restated as follows:

(c)  The Borrower agrees to pay to the Administrative Agent, for the account of the Applicable Lender, an unused facility fee (the “Unused Facility Fee”) equal to (i) one-quarter of one percent (0.25%) per annum, calculated daily from the Closing Date through, but not including, the Fifth Amendment Effective Date, and (ii) one-half of one percent (0.50%) per annum on and all times after the Fifth Amendment Effective Date, in each case calculated daily and payable monthly in arrears on the Fifth Business Day of each month, on the amount by which the Maximum Facility Amount as in effect on such date exceeds the sum (without duplication) of the aggregate Outstanding Principal Amount and Standby L/C Exposure on such date, which fee shall be fully earned when payable and shall be non-refundable.

1.2 Annex G is hereby amended by adding as a new clause (d) the following financial covenant:

(d)  Minimum Excess Liquidity. The Credit Parties as defined in Annex A to the Letter of Credit Agreement shall maintain an Excess Liquidity under and as defined in Annex A to the Letter of Credit Agreement at all times after the Fifth Amendment Effective Date of not less than $45,000,000.

1.3 Annex G is hereby further amended by deleting clause (z) of the definition of “Fixed Charge Coverage Ratio” and inserting the following new clause (z) to read in its entirety:

(z) the sum of all payments made in respect of Permitted Acquisitions and the lesser of (A) the amount of actual payments made during such period in respect of Permitted Stock Repurchases and (B) $5,000,000 to

1.4 Annex X is hereby amended by deleting the definitions of “Availability” and “Maximum Facility Amount” and substituting in lieu thereof new definitions to read in their entirety as follows:

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“Availability” shall mean, as of any date of determination, the amount equal to the lesser of: (a) (i) the Borrowing Base multiplied by the Advance Discount Rate plus (ii) Intra-Week Receivables multiplied by the Intra-Week Receivables Advance Rate minus (iii) the Discount Reserve and the Dilution Reserve, minus (iv) the Availability Block, and (b) the Maximum Facility Amount.

“Maximum Facility Amount” shall mean $80,000,000, as such amount may be reduced in accordance with Section 2.02(a) of the Funding Agreement.

1.5 Annex X is hereby amended by adding in alphabetical order the following new definitions:

“Availability Block” shall mean $5,000,000.

“Fifth Amendment Effective Date” shall mean means December 19, 2002.

2. No Other Amendments.  Except for the amendments expressly set forth and referred to in Section 1 above, the Securitization Agreements shall remain unchanged and in full force and effect.

3. Representations and Warranties.  Each Company hereby represents and warrants to the Lenders, the Administrative Agent and the Collateral Agent that (a) this Amendment has been duly authorized, executed and delivered by each Company, (b) after giving effect to this Amendment, no Termination Event, Incipient Termination Event, Event of Servicer Termination or Incipient Servicer Termination Event has occurred and is continuing as of this date, and (c) after giving effect to this Amendment, all of the representations and warranties made by each Company in the Securitization Agreements are true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representations or warranties expressly referred to a specific prior date).   Any breach in any material respect by any Company of any of its representations and warranties contained in this Section 3 shall be a Termination Event and an Event of Servicer Termination for all purposes of the Securitization Agreements.

4. Ratification.  Each Company hereby ratifies and reaffirms each and every term, covenant and condition set forth in the Securitization Agreements and all other documents delivered by such Company in connection therewith (including without limitation the other Related Documents to which each Company is a party), effective as of the date hereof.

5. Estoppel. To induce the Lenders and the Administrative Agent to enter into this Amendment, each Company hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense or counterclaim in favor of any Company as against any Lender, the Administrative Agent or the Collateral Agent with respect to the obligations of any Company to any Lender, the Administrative Agent or the Collateral Agent under the Securitization Agreements or the other Related Documents, either with or without giving effect to this Amendment.

6. Conditions to Effectiveness. This Amendment shall be effective as of the Effective Date upon the receipt by the Administrative Agent of this Amendment, duly executed,

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completed and delivered by each of the Companies, each Lender, the Administrative Agent and the Collateral Agent.

7. Reimbursement of Expenses.  Each Company hereby agrees that it shall reimburse the Administrative Agent on demand for all costs and expenses (including without limitation reasonable attorney’s fees) incurred by such parties in connection with the negotiation, documentation and consummation of this Amendment and the other documents executed in connection herewith and therewith and the transactions contemplated hereby and thereby.

8. Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.

9. Severability of Provisions.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.  To the extent permitted by Applicable Law, each Company hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

10. Counterparts.  This Amendment may be executed in any number of several counterparts, all of which shall be deemed to constitute but one original and shall be binding upon all parties, their successors and permitted assigns.

11. Entire Agreement.  The Securitization Agreements as amended from time to time and by this Amendment embody the entire agreement between the parties hereto relating to the subject matter hereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

12. Parent and GE Capital’s Capacities.  The Parent is executing and delivering this Amendment both in its capacity as an Originator under the Transfer Agreement and as the Servicer under the Funding Agreement, and all references herein to the “Parent” shall be deemed to include the Parent in both such capacities unless otherwise expressly indicated. GE Capital is executing and delivering this Amendment both in its capacity as a Lender and as the Administrative Agent for the Lenders and the Collateral Agent for the Conduit Lender and the Conduit Lender Secured Parties, and all references herein to “GE Capital” shall be deemed to include it in both such capacities unless otherwise expressly indicated.

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IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to Securitization Agreements to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.

	REDWOOD RECEIVABLES CORPORATION,
	as the Conduit Lender
	By:		/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Assistant Secretary
	GENERAL ELECTRIC CAPITAL
	CORPORATION,  as Committed Lender,
	Administrative Agent and Collateral Agent
	By:		/s/ Xxxxx Xxxxxxx
	Its Duly Authorized Signatory
	LABOR READY FUNDING CORPORATION
	By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: President
	LABOR READY, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name: Xxxxxx X. Xxxxxx
	Title: EVP & CFO

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	SELLING SUBSIDARIES:
	LABOR READY CENTRAL, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY CENTRAL II, LLC
	By:  Labor Ready Central, Inc., as its sole Member
	By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY CENTRAL III, LP
	By:  Labor Ready Central, Inc., as its sole General Partner
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY GP CO., INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President

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	LABOR READY MID-ATLANTIC, INC.
	By:		/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY MID-ATLANTIC II, INC.
	By:		/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY MID-ATLANTIC III, LP
	By:  Labor Ready GP Co., Inc., as its sole General Partner
	By:		/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY MIDWEST, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY NORTHEAST, INC.
	By:		/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President

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	LABOR READY NORTHWEST, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY SOUTHEAST, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY SOUTHEAST II, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY SOUTHEAST III, LP
	By:	Labor Ready GP Co., Inc., as its sole General Partner
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President
	LABOR READY SOUTHWEST, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President

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	LABOR READY PUERTO RICO, INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:  Xxxxxxx X. Xxxxx
	Title:  President

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