EXHIBIT 4
SECOND AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, made and entered into
as of the 31st day of May, 1994, by and between FIRST INTERSTATE
BANK OF OREGON, N.A. (hereinafter referred to as "Bank"), and
BARRETT BUSINESS SERVICES, INC. (hereinafter referred to as
"Borrower").
RECITALS:
The parties entered into a loan agreement dated as of
August 12, 1993 (as amended from time to time the "Agreement"),
and the parties now desire to amend the Agreement as hereinafter
provided. Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
1. Section 1 of the Agreement is hereby amended and
restated as follows:
"1. LOAN(S). Subject to the terms and conditions of this
Agreement, Bank agrees to make (a) a loan or loans on a
revolving basis up to and including May 31, 1995, in the
maximum aggregate amount outstanding at any one time of Four
Million and No/100 Dollars ($4,000,000.00) to Borrower for
the purpose of working capital support ('Revolving Loan'),
and (b) a term real estate loan in the maximum amount of Six
Hundred Ninety-three Thousand Seven Hundred Fifty and No/100
Dollars ($693,750.00) ('Real Estate Loan'). The Revolving
Loan and Real Estate Loan shall be referred to collectively
as the 'Loans'. The Loans shall be evidenced by promissory
notes substantially in the form of Exhibits A and B attached
hereto and by this reference incorporated herein ('Notes')."
The attached Exhibit A which is by this reference incorporated
herein shall replace the current Exhibit A, and Exhibit B shall
remain the same.
2. The obligation of Bank under this Amendment is
subject to the condition that, on or prior to May 31, 1994 (the
"Amendment Closing Date"), there shall have been delivered to
Bank, in form and substance satisfactory to Bank and its counsel:
(a) A copy of a resolution or resolutions passed
by the Board of Directors of Borrower, certified by the Secretary
or Assistant Secretary of Borrower as being in full force and
effect on the Amendment Closing Date, authorizing the Borrowings
herein provided for and the execution, delivery, and performance
of this Amendment, the Notes, and any other instrument or
agreement required hereunder.
(b) A certificate, signed by the Secretary or
Assistant Secretary of Borrower and dated the Amendment Closing
Date, as to the incumbency of the person or persons authorized to
execute and deliver this Amendment, the Notes, or any other
instrument or agreement required hereunder on behalf of Borrower.
(c) Certificate, signed by the Secretary or
Assistant Secretary of Borrower and dated the Amendment Closing
Date, substantially in the form of Attachment 1 attached hereto
and by this reference incorporated herein.
(d) A new revolving Note, duly executed, which is
hereinafter included in the definition of "Loan Documents."
(e) Payment of a fee of Twenty Thousand and No/100
Dollars ($20,000.00).
3. Except as herein amended, each and all of the terms
and provisions of the Agreement shall be and remain in full force
and effect during the term thereof.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement, in duplicate, as of the date
first hereinabove written.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY THE 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 THE BANK
TO BE ENFORCEABLE.
Borrower hereby acknowledges receipt of a copy of this
Amendment.
BARRETT BUSINESS SERVICES, INC. FIRST INTERSTATE BANK OF
OREGON, N.A.
By /s/ Jack D. Williamson, Jr. By /s/ Larry Ellis
Title Secretary/Treasurer Title AVP
May 31, 1994
OPTIONAL ADVANCE NOTE
On May 31, 1995, the undersigned promises to pay in
lawful money of the United States of America, to the order of
FIRST INTERSTATE BANK OF OREGON, N.A. ("Bank"), at its Oregon
Corporate Division ("OCD"), 1300 S.W. Fifth Avenue, P.O. Box
3131, Portland, Oregon 97208, the principal sum of Four Million
and No/100 Dollars ($4,000,000.00), or so much thereof as shall
have been advanced by Bank to undersigned and not repaid,
together with interest thereon from the date of such advance.
This Note is given to avoid the execution by undersigned
of an individual note for each advance by Bank to undersigned.
In consideration thereof, undersigned agrees that Bank's record
entries of transactions pursuant to this Note, together with
Bank's written advice of charges, shall be conclusive evidence of
borrowings, charges, and payments made pursuant hereto.
Interest shall accrue on the daily outstanding principal
owing hereon at the per annum rate of Bank's Prime Rate of
interest in effect from time to time. Bank's Prime Rate refers
to Bank's publicly announced prime rate which is a base rate used
to price some loans. It may not be the lowest rate at which Bank
makes any loan. Each change in said rate is to become effective
on the effective date of each change announced by Bank. Interest
shall be computed on the basis of a 365-day year or 366-day year,
as applicable, and actual days elapsed.
Interest shall be payable on the last business day of
each month, beginning June 30, 1994, based on the daily
outstanding unpaid principal balances during the preceding month.
The unpaid balance of this obligation at any time shall be the
aggregate amount advanced hereunder, plus accrued interest, less
the amount of payments made hereon by or for the undersigned.
Advances hereunder may be made by Bank at the oral or
written request of William W. Sherertz or Jack Williamson, who
are each authorized to request advances until written notice of
the revocation of such authority is received by Bank at its OCD.
Any such advances or advances made by Bank in the good faith
belief that William W. Sherertz or Jack Williamson made such
request, shall be conclusively presumed to have been made to or
for the benefit of undersigned when such amounts are deposited to
the credit of account number 003 0181390 of undersigned at Bank's
Head Office Branch ("Branch"), regardless of the fact that
persons other than those authorized hereunder may have authority
to draw against such account or may have made such requests.
Payment of interest hereunder shall be made when due.
Bank is hereby authorized to charge undersigned's account number
003 0181390 for the amount of interest due on the due dates.
Repayments of principal shall be made by charging undersigned's
account number 003 0181390 at the oral or written request of
William W. Sherertz or Jack Williamson. Bank shall send
undersigned an advice of any such charges when made.
All communications, instructions or directions by
telephone or otherwise to Bank are to be directed to Bank's OCD.
Upon the occurrence of an Event of Default (as defined
in the Loan Agreement), then, at the option of the holder of this
Note, without prior notice, the entire indebtedness represented
hereby shall immediately become due and payable. Failure or
delay of the holder to exercise this option shall not constitute
a waiver of the right to exercise the same in the event of
subsequent default, or in the event of continuance of any
existing default after demand for the performance of the terms
hereof.
Undersigned shall pay upon demand any and all expenses,
including reasonable attorneys fees, incurred or paid by the
holder of this Note without suit or action in attempting to
collect funds due under this Note. In any suit or action
instituted for the collection of any sums due hereunder, the
prevailing party shall be entitled to recover such sum as the
court may adjudge reasonable for its attorneys fees, both in the
trial court and any appellate court.
This Note is subject to the terms and conditions of that
certain loan agreement dated August 12, 1993, between the
undersigned and Bank, as amended from time to time ("Loan
Agreement").
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY THE 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 THE BANK
TO BE ENFORCEABLE. UNDERSIGNED HEREBY ACKNOWLEDGES
RECEIPT OF A COPY OF THIS NOTE.
BARRETT BUSINESS SERVICES, INC.
By /s/ Jack D. Williamson, Jr.
Title Secretary/Treasurer