WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT ("WAIVER AND
AMENDMENT"), dated as of August 22, 1997, is entered into by and among WESTERN
STAFF SERVICES (USA), INC. (the "BORROWER"), WESTERN MEDICAL SERVICES, INC.
("WMS"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, 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 Borrower, Banks, and Agent are parties to a Credit Agreement
dated as of February 21, 1996, and amendments thereto dated as of June 9, 1996,
September 30, 1996, and March 31, 1997 (collectively, the "CREDIT AGREEMENT")
pursuant to which the Agent and the Banks have extended certain credit
facilities to the Borrower.
B. The Borrower has reported to the Agent and the Banks the
existence of certain events of default under the Credit Agreement. The Borrower
has requested that the Banks waive certain events of default and agree to
certain amendments of the Credit Agreement.
C. WMS, a California corporation, is a wholly-owned subsidiary of
the Borrower. The Borrower and WMS have requested that WMS be made a party to
the Credit Agreement and be permitted to utilize a portion of the credit
facilities available thereunder.
D. The Banks are willing to grant the requests of Borrower and WMS,
subject to the terms and conditions of this Waiver and 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. DEFAULTS AND WAIVER.
(a) For purposes of this Waiver and Amendment, the "EXISTING
DEFAULTS" shall mean:
(i) the default existing on this date under Section 8.11 of
the Credit Agreement as a consequence
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of the aggregate amount of Non-Stock Consideration and Stock
Consideration paid by the Borrower for all Minor Acquisitions made by
the Borrower after June 30, 1996, being in excess of the Two Million
Six Hundred Thousand Dollar ($2,600,000) limitation set forth therein;
(ii) the default existing on this date under Section
8.11(h) of the Credit Agreement as a consequence of the Borrower's
consummation of Acquisitions during the continuance of an Event of
Default under the Credit Agreement and the Borrower's failure to
deliver a Compliance Certificate as required under Section 8.11(h)
following consummation of the Acquisitions during the fiscal quarters
ending April 19, 1997, and July 12, 1997; and
(iii) the default existing on this date under Section
8.04(e) of the Credit Agreement as a consequence of the aggregate
amount of loans to and investments in foreign Subsidiaries or
Affiliates being in excess of the Four Million Six Hundred Thousand
Dollar ($4,600,000) limitation set forth therein.
(b) Subject to and upon the terms and conditions hereof, the Banks
hereby waive the Existing Defaults.
(c) Nothing contained herein shall be deemed a waiver of (or
otherwise affect the Agent's or the Banks' ability to enforce) any other
default or Event of Default, including without limitation (i) any default
or Event of Default as may now or hereafter exist and arise from or
otherwise be related to the Existing Defaults (including without limitation
any cross-default arising under the Credit Agreement by virtue of any
matters resulting from the Existing Defaults), and (ii) any default or
Event of Default arising at any time after the Effective Date and which is
the same as any of the Existing Defaults.
3. ASSUMPTION BY WMS. WMS, by its signature hereto, becomes a party
to the Credit Agreement and hereby unconditionally, jointly and severally,
assumes, covenants, promises and agrees (a) to pay when due all sums now or
hereafter owing under the Credit Agreement, in the manner and in all respects as
therein provided, (b) to perform each and all the obligations provided in the
Credit Agreement to be performed by the Borrower at the time, in the manner and
in all respects as therein provided, and (c) to be bound by each and all the
terms and provisions of the Credit Agreement as though it had originally been
made, executed and delivered by WMS. References in the Credit Agreement to the
"Borrower" shall mean, as appropriate to reflect the joint and several liability
of the parties, either of the Borrower or WMS, individually, or the Borrower and
WMS, collectively. The rights of WMS to borrow
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under the Agreement shall be expressly limited to obtaining Revolving Loans as
provided under Section 2.01(b) of the Credit Agreement.
4. AMENDMENTS TO CREDIT AGREEMENT.
(a) Section 2.01(b) of the Credit Agreement is hereby amended to
read as follows in its entirety:
(b) THE REVOLVING CREDIT. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make Loans to the Borrower
and WMS (each such Loan, a "REVOLVING LOAN") from time to time on any Business
Day during the period from the Closing Date to the Revolving Termination Date,
in an aggregate amount not to exceed at any time outstanding the amount set
forth opposite such Bank's name in SCHEDULE 2.01(b) under the heading "Revolving
Loan Commitment" (such amount as the same may be reduced pursuant to Section
2.05 or as a result of one or more assignments pursuant to Section 11.08, such
Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that no Revolving Loan
shall be made hereunder if, after giving effect to any Borrowing of Revolving
Loans (i) the Effective Amount of all Revolving Loans shall exceed the Aggregate
Revolving Loan Commitment; (ii) the Effective Amount of the Revolving Loans of
any Bank shall exceed such Bank's Revolving Loan Commitment; or (iii) the
Effective Amount of all Revolving Loans made to WMS shall exceed Eighteen
Million Dollars ($18,000,000). Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower and WMS may borrow under this
subsection 2.01(b), prepay pursuant to Section 2.06 and reborrow pursuant to
this subsection 2.01(b).
(b) Section 8.04(c) of the Credit Agreement is amended to read as
follows in its entirety:
(c) loans by the Borrower or WMS to Licensees not exceeding Ten
Million Dollars ($10,000,000) in the aggregate at any one time, provided
(i) such loans are secured by such Licensees' accounts receivable, (ii)
Borrower or WMS, as applicable, has perfected its security interests by
Uniform Commercial Code financing statements filed in the appropriate state
and/or local offices, (iii) all such Uniform Commercial Code financing
statements are assigned to the Agent for the benefit of the Banks, and (iv)
all original instruments evidencing such Licensee loans are delivered to
the Agent (subject to the Agent's obligation on a best efforts basis to
return
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such original instruments in connection with a collection or enforcement
action as provided in subsection 7.14(c)), together with copies of all
security agreements executed by each Licensee and all Uniform Commercial
Code financing statements and assignments filed by the Borrower or WMS, as
applicable, with respect to the collateral described in such security
agreements.
(c) Section 8.04(e) of the Credit Agreement is amended to read as
follows in its entirety:
(e) loans to and investment in foreign Subsidiaries or
Affiliates in an aggregate amount not exceeding Six Million Dollars
($6,000,000);
(d) A new Paragraph 11.19 is hereby added to the Credit Agreement to
read as follows:
11.19 JOINT AND SEVERAL LIABILITY OF THE BORROWER AND WMS; WAIVER
OF CERTAIN DEFENSES.
(a) The obligation of the Borrower and WMS (each a "CO-BORROWER"
and, collectively, the "CO-BORROWERS") to pay all the Obligations
under this Agreement is a direct, primary, separate, joint and
several, and independent obligation, is not in whole or in part a
surety relationship, is absolute and unconditional, and is not
dependent in whole or in part upon the obligations of the other
Co-Borrower. Each Co-Borrower is liable to the Agent and the Banks
for the entire amount of the Obligations, and a separate action may be
brought against such Co-Borrower whether such action is brought
against the other Co-Borrower or any guarantor or whether the other
Co-Borrower or any such guarantor is joined in such action. Each
Co-Borrower's liability hereunder is immediate and not contingent upon
the exercise or enforcement by the Agent or the Banks of whatever
remedies they may have against the other Co-Borrower or any guarantor,
or the enforcement of any lien or realization upon any security the
Agent or the Banks may at any time possess. Any release which may be
given by the Agent and the Banks to any Co-Borrower or any guarantor
shall not release the other Co-Borrower. The Agent and the Bank shall
be under no obligation to xxxxxxxx any assets of any Co-Borrower or
any guarantor in favor of the other Co-Borrower or against or in
payment of any or all of the Obligations.
(b) To the maximum extent permitted by applicable law, each
Co-Borrower hereby waives, solely in respect of any claims or defenses
which such Co-
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Borrower might otherwise have by reason of being determined to be a
surety for or guarantor of the obligations of the other Company with
respect to the obligations:
(i) any right to assert against the Agent or the Bank any
defense (legal or equitable), set-off, counterclaim, or claim
which such Co-Borrower may now or at any time hereafter have
against the other Co-Borrower or any guarantor;
(ii) any defense, set-off, counterclaim, or claim, of any
kind or nature, arising directly or indirectly from the present
or future lack of perfection, sufficiency, validity, or
enforceability of the Obligations or any security therefor or the
legal liability of the other Co-Borrower or any guarantor or any
claim that any of the Obligations (whether for principal,
interest, costs, expenses, or otherwise and whether incurred or
accruing pre- or post petition in any Insolvency Proceeding) is
not an allowable claim in any Insolvency Proceeding with respect
to the other Co-Borrower or any guarantor;
(iii) any defense arising by reason of any claim or defense
based upon an election of remedies by the Agent or the Banks,
including any defense based upon an election of remedies by the
Agent or the Banks under the provisions of Section 580d and 726
of the California Code of Civil Procedure, or any similar law of
California or any other jurisdiction;
(iv) any defense based on any alteration, impairment or
release of the Obligations or any security therefor, whether or
not resulting from any act or failure to act by the Agent or the
Banks; and
(v) any right to require the Agent or the Banks to
institute suit against the other Co-Borrower or any guarantor or
to exhaust any rights and remedies which the Agent or the Banks
have or may have against the other Co-Borrower or any guarantor.
(c) Without notice to or by any Co-Borrower and without
affecting or impairing the obligation of such Co-Borrower hereunder,
the Agent and the Banks may, by action or inaction, compromise or
settle, extend the period of duration or time for the payment, or
discharge the performance of, or may refuse to, or
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otherwise not enforce, or may, by action or inaction, release all or
any one or more parties to, any one or more of the Loan Documents or
may grant other indulgences to the other Co-Borrower or any guarantor
in respect thereof, or may agree to amend or modify in any manner and
at any time (or from time to time) any one or more of the Loan
Documents, or may, by action or inaction, release or substitute any
guarantor of the Obligations, or may enforce, exchange, release, or
waive, by action or inaction, any security for the Obligations or any
guaranty of the Obligations, or any portion thereof.
(e) Exhibit A and Exhibit B to the Credit Agreement are each
replaced in their entirety with Revised Exhibit A and Revised Exhibit B
attached hereto.
(f) Revised Schedule 6.19 to the Credit Agreement is replaced in
its entirety with Second Revised Schedule 6.19 attached hereto.
(g) Schedule 6.21 to the Credit Agreement is replaced in its
entirety with Revised Schedule 6.21 attached hereto.
4. REPRESENTATIONS AND WARRANTIES. The Borrower and WMS each hereby
represents and warrants to the Agent and the Banks as follows:
(a) Other than the Existing Defaults, no Event of Default has
occurred and is continuing.
(b) The execution, delivery and performance by the Borrower
and WMS of this Waiver and 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 Waiver and
Amendment constitutes the legal, valid and binding obligations of the
Borrower and WMS, enforceable against each of them in accordance with
its respective terms, without defense, counterclaim or offset.
(c) Subject to the Existing Defaults, all representations and
warranties of the Borrower contained in the Credit Agreement are true
and correct.
(d) Each of the Borrower and WMS is entering into this Waiver
and Amendment on the basis of its own investigation and for its own
reasons, without reliance upon the Agent and the Banks or any other
Person.
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5. EFFECTIVE DATE. This Waiver and Amendment will become effective
as of the date (the "EFFECTIVE DATE") that the Agent shall have received all of
the following, in form and substance satisfactory to the Agent and each Bank and
in sufficient copies for each Bank:
(a) This Waiver and Amendment duly executed by the Borrower,
WMS, the Agent, the Issuing Bank and each of the Banks, together with a
duly executed Guarantor Acknowledgment and Consent in the form attached
hereto.
(b) A Co-Borrower Security Agreement duly executed by WMS and
including, without limitation, a complete listing of all servicemarks,
trademarks and copyrights owned by WMS.
(c) Certified copies of the resolutions of the board of
directors of WMS approving and authorizing the execution, delivery and
performance by WMS of this Waiver and Amendment and the other Loan
Documents to be delivered hereunder.
(d) A UCC-1 financing statement executed by WMS to perfect the
security interests of the Agent for the benefit of the Banks, together with
such evidence that Agent may request to confirm that the Collateral owned
by WMS is subject to no other Liens in favor of any Persons (other than
Permitted Liens).
(e) With respect to any servicemarks, trademarks and copyrights
previously owned by the Borrower and assigned to WMS, copies of all such
assignment agreements, together with (i) a copy of the recordation request
submitted to the United States Patent and Trademark Office with respect to
each servicemark and trademark assigned by the Borrower to WMS, and (ii) a
copy of the recordation request submitted to the United States Copyright
Office with respect to each copyright assigned by the Borrower to WMS.
(f) The articles or certificate of incorporation of WMS,
certified by the Secretary of State (or similar, applicable Governmental
Authority) of the state of its incorporation, and the bylaws of WMS as in
effect on the Effective Date, certified by its Secretary or Assistant
Secretary.
(g) A certificate of the Secretary or Assistant Secretary of WMS
certifying the names and true signatures of the officers of WMS authorized
to execute, deliver and perform, as applicable, this Waiver and Amendment
and all other Loan Documents to be delivered hereunder.
6. CONDITION SUBSEQUENT. By October 31, 1997, the
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Borrower shall deliver to the Agent the following:
(a) A copy of the United States Patent and Trademark Office
Notice of Recordation of Assignment with respect to each servicemark and
trademark assigned by the Borrower to WMS evidencing date, reel and frame
number of recordation;
(b) A copy of the United States Copyright Office Certificate of
Recordation with respect to each copyright assigned by the Borrower to WMS
evidencing date, volume, and page of recordation.
7. RESERVATION OF RIGHTS. The Borrower and WMS each acknowledges
and agrees that neither the Agent's nor the Banks' forbearance in exercising
their rights and remedies in connection with the Existing Defaults, nor the
execution and delivery by the Agent and the Banks of this Waiver and Amendment,
shall be deemed (i) to create a course of dealing or otherwise obligate the
Agent or the Banks to forbear or execute similar waivers under the same or
similar circumstances in the future, or (ii) to waive, relinquish or impair any
right of the Agent or the Banks to receive any indemnity or similar payment from
any Person or entity as a result of any matter arising from or relating to the
Existing Defaults.
8. MISCELLANEOUS.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Waiver and Amendment.
This Waiver and Amendment shall be deemed incorporated into, and a part of,
the Credit Agreement.
(b) This Waiver and Amendment shall be binding upon and inure to
the benefit of the parties hereto and thereto and their respective
successors and assigns. No third party beneficiaries are intended in
connection with this Waiver and Amendment.
(c) This Waiver and Amendment shall be governed by and construed
in accordance with the law of the State of California.
(d) This Waiver and Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Each of the parties hereto understands and agrees that this document (and
any other document required herein) may be delivered by any party thereto
either in the form of an executed original
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or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the Agent
of a facsimile transmitted document purportedly bearing the signature of a
Bank or the Borrower or WMS shall bind such Bank or the Borrower or WMS,
respectively, with the same force and effect as the delivery of a hard copy
original. Any failure by the Agent to receive the hard copy executed
original of such document shall not diminish the binding effect of receipt
of the facsimile transmitted executed original of such document of the
party whose hard copy page was not received by the Agent.
(e) This Waiver and Amendment, together with the Credit
Agreement, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein. This
Waiver and Amendment supersedes all prior drafts and communications with
respect thereto. This Waiver and Amendment may not be amended except in
accordance with the provisions of Section 11.01 of the Credit Agreement.
(f) If any term or provision of this Waiver and Amendment shall
be deemed prohibited by or invalid under any applicable law, such provision
shall be invalidated without affecting the remaining provisions of this
Waiver and Amendment or the Credit Agreement, respectively.
(g) The Borrower and WMS each covenants to pay to or reimburse
the Agent and the Banks, upon demand, for all costs and expenses (including
allocated costs of in-house counsel) incurred in connection with the
development, preparation, negotiation, execution and delivery of this
Waiver and Amendment and the administration of the Existing Defaults,
including without limitation appraisal, audit, search and filing fees
incurred in connection therewith.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment and Assumption as of the date first above written.
WESTERN STAFF SERVICES (USA),
INC.
By /s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
WESTERN MEDICAL SERVICES, INC.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Chairman and
Chief Executive Officer
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxx
President, Chief Operating
Officer and Chief Financial
Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By /s/ Xxxxxxx Xxxxxxx
-----------------------------
Xxxxxxx Xxxxxxx
Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
a Bank and as Issuing Bank
By /s/ Xxxx Xxxxxxx
-----------------------------
Xxxx Xxxxxxx
Vice President
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SANWA BANK CALIFORNIA, as a
Bank and as Co-Agent
By /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Vice President
COMERICA BANK-CALIFORNIA, as a
Bank
By /s/ Xxxx Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
First Vice President and
Group Manager
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GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, each a guarantor or third party pledgor with respect
to the Borrower's obligations to the Agent and the Banks under the Credit
Agreement, each hereby (i) acknowledges and consents to the execution, delivery
and performance by the Borrower and WMS of the foregoing Waiver and Fourth
Amendment to Credit Agreement (the "WAIVER AND AMENDMENT"), and (ii) reaffirms
and agrees that the respective guaranty, third party pledge or security
agreement to which the undersigned is party and all other documents and
agreements executed and delivered by the undersigned to the Agent and the Banks
in connection with the Credit Agreement are in full force and effect, without
defense, offset or counterclaim.
(Capitalized terms used herein have the meanings specified in the Waiver and
Amendment.)
WESTERN STAFF SERVICES, INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
WESTERN STAFF SERVICES (NY), INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
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WESTERN TECHNICAL SERVICES, INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
MEDIAWORLD INTERNATIONAL
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
WESTERN PERMANENT SERVICES
AGENCY, INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
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WESTERN STAFF SERVICES (GUAM),
INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
ALTERNATIVE BILLING SERVICES,
INC.
DATED: as of August 22, 1997 By /s/ Xxxx X. Xxxxxxx
----------------------- ----------------------------
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Treasurer
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REVISED EXHIBIT A
NOTICE OF BORROWING
Date:________________, 199___
To: Bank of America National Trust and Savings Association as Agent for the
Banks parties to the Credit Agreement dated as of February 21, 1996 (as
extended, renewed, amended or restated from time to time, the "CREDIT
AGREEMENT") among Western Staff Services (USA), Inc., Western Medical
Services, Inc., certain Banks which are signatories thereto and Bank of
America National Trust and Savings Association, as Agent
Ladies and Gentlemen:
The undersigned refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 2.03 of the Credit Agreement, of the Borrowing specified
below:
l. The Business Day of the proposed Borrowing is ______________,
19__.
2. The aggregate amount of the proposed Borrowing is
$____________________.
3. The Borrowing is of [Revolving Loans] [Term Loans] to be
comprised of $_________ of [Base Rate] [Offshore Rate] Loans.
4. The duration of the Interest Period for the Offshore Rate Loans
included in the Borrowing shall be [_______ days] [______ months].
The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds
therefrom:
(a) the representations and warranties of the Borrower contained in
Article VI of the Credit Agreement are true and correct as though made on
and as of such date (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and
correct as of such date, and except as to the representations and
warranties set forth in Section 6.11 of the Credit Agreement which shall be
deemed to refer to the most recent financial statements delivered pursuant
to subsections 7.01(a) and 7.01(b) of the Credit Agreement);
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(b) no Default or Event of Default has occurred and is continuing, or
would result from such proposed Borrowing; and
[(c) If the proposed Borrowing is of Revolving Loans, the proposed
Borrowing will not cause (i) the aggregate principal amount of all
outstanding Revolving Loans PLUS the aggregate amount available for drawing
under all outstanding Letters of Credit PLUS the aggregate principal amount
of all outstanding L/C Borrowings to exceed the Aggregate Revolving
Commitment, or (ii) the aggregate principal amount of all outstanding
Revolving Loans to exceed the Aggregate Revolving Loan Commitment, or (iii)
the aggregate principal amount of all outstanding Revolving Loans made to
WMS to exceed Eighteen Million Dollars ($18,000,000).]
[(c) If the proposed Borrowing is of Term Loans, the proposed
Borrowing will not cause the aggregate principal amount of all outstanding
Term Loans to exceed the Aggregate Term Commitment.]
[WESTERN STAFF SERVICES (USA),
INC.
By:
-----------------------------
Title: ]
--------------------------
OR
[WESTERN MEDICAL SERVICES, INC.,
By:
-----------------------------
Title: ]
--------------------------
A-2
REVISED EXHIBIT B
NOTICE OF CONVERSION/CONTINUATION
Date:_________________, 199___
To: Bank of America National Trust and Savings Association, as Agent for the
Banks parties to the Credit Agreement dated as of February 21, 1996 (as
extended, renewed, amended or restated from time to time, the "CREDIT
AGREEMENT") among Western Staff Services (USA), Inc., Western Medical
Services, Inc., certain Banks which are signatories thereto and Bank of
America National Trust and Savings Association, as Agent
Ladies and Gentlemen:
The undersigned refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 2.04 of the Credit Agreement, of the [conversion]
[continuation] of the Loans specified herein, that:
1. The Conversion/Continuation Date is _________, 19__.
2. The aggregate amount of the [Revolving Loans] [Term Loans] to be
[converted] [continued] is $_______________________.
3. The Loans are to be [converted into] [continued as] [Offshore
Rate] [Base Rate] Loans.
4. [If applicable:] The duration of the Interest Period for the
Loans included in the [conversion] [continuation] shall be [_____ days]
[______ months].
The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the proposed Conversion/Continuation Date,
before and after giving effect thereto and to the application of the proceeds
therefrom:
(a) the representations and warranties of the Borrower and WMS
contained in Article VI of the Credit Agreement are true and correct as
though made on and as of such date (except to the extent such
representations and warranties relate to an earlier date, in which case
they are true and correct as of such date, and except as to the
representations and warranties set forth in Section 6.11 of the Credit
Agreement which shall be deemed to refer to the most recent financial
statements delivered pursuant to subsections 7.01(a) and 7.01(b) of the
Credit Agreement));
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(b) no Default or Event of Default has occurred and is continuing, or
would result from such proposed [conversion] [continuation]; and
[(c) If the proposed [conversion] [continuation] is of Revolving
Loans, the proposed [conversion] [continuation] will not cause (i) the
aggregate principal amount of all outstanding Revolving Loans PLUS the
aggregate amount available for drawing under all outstanding Letters of
Credit PLUS the aggregate principal amount of all outstanding L/C
Borrowings to exceed the Aggregate Revolving Commitment, or (ii) the
aggregate principal amount of all outstanding Revolving Loans to exceed the
Aggregate Revolving Loan Commitment, or (iii) the aggregate principal
amount of all outstanding Revolving Loans made to WMS to exceed Eighteen
Million Dollars ($18,000,000).]
[(c) If the proposed [conversion] [continuation] is of Term Loans, the
proposed [conversion] [continuation] will not cause the aggregate principal
amount of all outstanding Term Loans to exceed the Aggregate Term
Commitment.)
[WESTERN STAFF SERVICES (USA),
INC.
By:
-----------------------------
Title: ]
--------------------------
OR
[WESTERN MEDICAL SERVICES, INC.
By:
-----------------------------
Title: ]
--------------------------
B-2
