EXHIBIT 4.4
THIRD AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, made and entered into as of the
3rd day of January, 1995, 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. 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. 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: MICHAEL D. MULHOLLAND By: LARRY C. ELLIS
Title: Vice President-Finance Title: Vice President
January 3, 1995
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, Post Office 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 one and three-quarter percent (1.75%) above
the Federal Funds Rate so long as undersigned is on the Bank's corporate cash
management system; otherwise interest on the daily outstanding principal owing
hereon shall accrue at the per annum rate of Bank's Prime Rate of interest in
effect from time to time. "Federal Funds Rate" means, for any day, the
interest rate per annum representing the offering rate for overnight federal
funds as determined by Bank at the time of request. 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 February 1, 1995, 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 also be made by Bank at the oral or written
request of William W. Sherertz, Jr. or Michael D. Mulholland, 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, Jr. or Michael D.
Mulholland 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, Jr. or Michael D. Mulholland. 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 attorney 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 attorney 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: MICHAEL D. MULHOLLAND
Title: Vice President-Finance