December 31, 1999
William W. Sherertz, President
BARRETT BUSINESS SERVICES, INC.
4724 SW Macadam Avenue
Portland, OR 97201
Dear Mr. Sherertz:
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, 1998, 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.8. is hereby deleted in its entirety, and the
following substituted therefor:
"8. 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 end 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 $10,000,000.00 as of each fiscal
quarter end, 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."
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.
BARRETT BUSINESS SERVICES, INC.
December 31, 1999
Page 2
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
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Julie Wilson
Vice President
Acknowledged and accepted as of 1/26/00:
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BARRETT BUSINESS SERVICES, INC.
By: /s/ William W. Sherertz
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William W. Sherertz
President