Portland Commercial Banking
1300 SW Fifth Avenue
P O Box 3131, MAC 6101-133
Portland, OR 97208-3131
WELLS
FARGO
September 30, 2000
BARRETT BUSINESS SERVICES, INC.
4724 SW Macadam Avenue
Portland, OR 97201
Dear Mike:
This letter amendment (this "Amendment") is to confirm the changes agreed
upon between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") and BARRETT
BUSINESS SERVICES, INC. ("Borrower") to the terms and conditions of that certain
letter agreement between Bank and Borrower dated as of May 31, 2000, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.
1. Paragraph V.9 is hereby deleted in its entirety, and the following
substituted therefor:
"9, Financial Condition. Maintain Borrower's financial
condition as follows using generally accepted accounting principles
consistently applied and used consistently with prior practices
(except to the extent modified by the definitions herein):
(a) Current Ratio as of the and of each fiscal quarter not at
any time less than 1.15 to 1.0, with "Current Ratio" defined as
total current assets divided by total current liabilities.
(b) EBITDA not less than $8,000,000.00 as of each fiscal
quarter end, determined on a trailing four-quarters basis including
the current quarter then ended, with "EBITDA" defined as net profit
before tax plus interest expense (net of capitalized interest
expense), depreciation expense and amortization expense,
(c) Funded Debt to EBITDA Ratio as of the end of each fiscal
quarter not more than 2.25 to 1.0, with "Funded-Debt" defined as
all borrowed funds plus the amount of all capitalized lease
obligations of Borrower.
(d) EBITDA Coverage Ratio not less then 1.75 to 1.00 as of
each fisoal quarter end, with "EBITDA" as defined above, and with
"EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate
of (i) total interest expense for the trailing four quarters,
including the current quarter then ended, plus (ii) scheduled
principal payments on long-term debt and subordinated debt for the
trailing four quarters, including the current quarter then ended."
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September 30, 2000
Page 2
2. 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.
3. 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 there exists 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,
NAT10NAL ASSOCIATION
By: /s/ Julie Wilson
Julie Wilson
Vice President
Acknowledged and accepted as of 10-27-00.
BARRETT BUSINESS SERVICES, INC.
By: /s/ Michael D. Mulholland
Michael D. Mulholland
Vice President-Finance
