AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

among

TRUEBLUE, INC.

as Borrower,

The Several Lenders from Time to Time Parties Hereto, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Documentation Agent, Syndication Agent and

Administrative Agent

Dated as of April 15, 2008

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Arranger and Sole Book Runner

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 15, 2008 (this “ Agreement ”), among TRUEBLUE, INC. (f/k/a Labor Ready, Inc.), a Washington corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “ Documentation Agent ”), syndication agent (in such capacity, the “ Syndication Agent ”), issuing lender (in such capacity, the “ Issuing Lender ”), swing line lender (in such capacity, the “ Swing Line Lender ”) and administrative agent (in such capacity, the “ Administrative Agent ”).

RECITALS

A.          On or about December 13, 2005, the Borrower, the Lenders, the Documentation Agent, the Syndication Agent and the Administrative Agent entered into that certain Credit Agreement (together with all amendments, supplements, exhibits, and modifications thereto, the “Existing Credit Agreement”) whereby the Lenders agreed to extend certain credit facilities to the Borrower.

B.           The Borrower, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties hereto (a) agree that the Existing Credit Agreement is hereby amended and restated in its entirety as provided herein, (b) further agree that all of the Loan Documents executed in connection with or relating to the Existing Credit Agreement shall remain in full force and effect, except as specifically provided in this Agreement and (c) further agree as follows:

1.             DEFINITIONS

1.1         Defined Terms

As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ Act ”: the USA Patriot Act (Title III of Pub. L. 10756 (signed into law October 26, 2001)).

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“ Adjustment Date ”: as defined in the definition of “Applicable Margin”.

“ Administrative Agent ”: Wells Fargo Bank, National Association as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ”: the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Revolving Commitments at such time and (b) thereafter, the sum of the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: as defined in the preamble hereto.

“ Applicable Margin ”: for each Type of Revolving Loan, the number of basis points (“ bps ”) set forth under the relevant column heading in the pricing grid below:

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For the purposes of the pricing grid set forth above, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “ Adjustment Date ”) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 7.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. From the date of this Agreement until the first Adjustment Date, Tier I shall apply for the Applicable Margin, Annual Letter of Credit Fee and Unused Commitment Fee Rate. If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the pricing grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the pricing grid shall apply, and if applicable, the default rate of interest provided for in Section 2.10(c) shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the pricing grid shall be made in a manner consistent with the determination thereof pursuant to Section 8.1.

“ Application ”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“ Approved Fund ”: as defined in Section 11.6(b).

“ Arranger ”: Wells Fargo Bank, National Association, in its capacities as arranger with respect to the Revolving Facility.

“ Asset Sale ”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 8.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000.

“ Assignee ”: as defined in Section 11.6(b).

“ Assignment and Assumption ”: the Assignment and Assumption Agreement, substantially in the form of Exhibit A.

“ Available Revolving Commitment ”: as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.

“ Base Rate ”: on any date, the rate of interest most recently announced within Wells Fargo Bank, National Association at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Wells Fargo Bank, National Association’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof in such internal publication or publications as Wells Fargo Bank, National Association may designate, with

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any change in the rate of interest to become effective on the date each Prime Rate change is announced within Wells Fargo Bank, National Association.

“ Base Rate Loans ”: Revolving Loans or Swing Line Loans the rate of interest applicable to which is based upon the Base Rate.

“ Benefited Lender ”: as defined in Section 11.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ”: as defined in the preamble hereto.

“ Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower requests the Lenders to make Revolving Loans hereunder.

“ Business ”: as defined in Section 5.17(b).

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“ Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; or (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition

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issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“ S&P ”) or P-1 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; or (i) other short-term liquid assets approved in writing by the Administrative Agent.

“ Change of Control ”: the occurrence of any of the following:

(i)            the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended);

(ii)           the adoption of a plan relating to the liquidation or dissolution of the Borrower; or

(iii)          the Borrower consolidates with, or merges with or into, any Person.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 6.1 shall have been satisfied, which date is December 13, 2005.

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part

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of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“ Consolidated Adjusted EBITDA ”: for any period, Consolidated EBITDA for such period, minus the sum of (a) income tax expense, determined on a consolidated basis in accordance with GAAP, (b) dividends and distributions paid to the Borrower’s shareholders, (c) cash paid for the redemption, repurchase or retirement of Capital Stock of the Borrower (excluding (i) the repurchase of up to $188,000,000 of the Capital Stock of the Borrower during the Borrower’s 2007 fiscal year and (ii) the repurchase of up to $50,000,000 of the Capital Stock of the Borrower during any fiscal year of the Borrower after the Borrower’s 2007 fiscal year) and (d) Consolidated Unfinanced Capital Expenditures.

“ Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense (including fees for Letters of Credit payable pursuant to Section 4.3, but net of capitalized interest expense), (c) depreciation and amortization expense, (d) non-cash expenses resulting from the grant of stock options or the issuance of restricted stock to employees of any Group Member and (e) any extraordinary or non-recurring non-cash expenses or losses, and minus, (a) to the extent included in the statement of such Consolidated Net Income for such period, the sum of any extraordinary, unusual or non-recurring income or gains and (b) any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), (i) if at any time during such Reference Period any of the Group Members shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period any of the Group Members shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period, such pro forma calculations subject to the Administrative Agent’s approval.

“ Consolidated Fixed Charge Coverage Ratio ”: the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Fixed Charges.

“ Consolidated Fixed Charges ”: for any four fiscal quarter period, the sum of the following, determined on a consolidated basis in accordance with GAAP: (a) interest expense of the Borrower (including fees for Letters of Credit payable pursuant to

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Section 4.3) and (b) the aggregate amount of all required principal payments (including the principal component of payments on Capital Lease Obligations) on Indebtedness of the Group Members.

“ Consolidated Leverage Ratio ”: the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“ Consolidated Net Income ”: for any period, the consolidated net income (or loss) of the Borrower, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“ Consolidated Total Debt ”: at any date, (a) the aggregate principal amount of all Indebtedness of the Borrower at such date, determined on a consolidated basis in accordance with GAAP plus, without duplication of the Indebtedness in clause (a), (b) the L/C Obligations and the undrawn and unexpired amount of any letters of credit other than the Letters of Credit; provided that as to clause (b), there shall be excluded any (i) Letter of Credit with respect to which the Reimbursement Obligations thereunder are fully secured by cash or Cash Equivalents pledged to the Administrative Agent for the benefit of the Lenders and the Issuing Lender to secure only the Reimbursement Obligations with respect to such specific Letter of Credit and (ii) letter of credit issued for the account of WAHI or LRAC with respect to which the reimbursement obligations thereunder are fully secured by cash or Cash Equivalents pledged to the issuer thereof or collateral agent for such issuer to secure only the reimbursement obligations with respect to such specific letter of credit.

“ Consolidated Unfinanced Capital Expenditures ”: Capital Expenditures of the Borrower, determined on a consolidated basis in accordance with GAAP (other than Permitted Acquisitions) that are not financed by Capital Lease Obligations or with the proceeds of interest bearing, amortizing Indebtedness.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Default ”: any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

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“ Disposition ”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Documentation Agent ”: as defined in the preamble hereto.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“ Environmental Laws ”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Event of Default ”: any of the events specified in Section 9, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excluded Foreign Subsidiary ”: any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations could reasonably be expected to result in adverse tax consequences to the Borrower.

“ Existing Indebtedness ”: as defined in Section 9.2(d).

“ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Wells Fargo Bank, National Association from three federal funds brokers of recognized standing selected by it.

“ Fee Payment Date ”: (a) the third Business Day following the last day of each March, June, September and December, (b) the last day of the Revolving Commitment Period and (c) any date that the Borrower terminates the Revolving Commitments pursuant to Section 2.5.

“ Foreign Subsidiary ”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

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“ Funding Office ”: the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 8.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 5.1. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in generally accepted accounting principles in the United States.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“ Group Members ”: the collective reference to the Borrower and its Subsidiaries.

“ Guarantee and Collateral Agreement ”: the Amended and Restated Guarantee and Collateral Agreement dated the date of this Agreement to be executed and delivered to the Administrative Agent by the Borrower and each Guarantor in the form of Exhibit C.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends, obligations to assure or hold harmless the owner of any primary obligation against loss in respect thereof, purchase or payment obligations, working capital or equity capital obligations or other obligations of any other third Person in any manner, whether directly or indirectly; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument

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embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantors ”: the collective reference to the Subsidiary Guarantors and any other guarantor of the Obligations.

“ Increase Effective Date ”: as defined in the Section 2.2(a).

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit or similar arrangements (excluding surety bonds), (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Section 9(e) only, all obligations of such Person in respect of Swap Agreements. Indebtedness does not include the amount of any holdback or reserve established by agreement with the sellers in connection with Borrower’s acquisition of Contractor’s Labor Pool, Inc. to the extent the amount of such holdback or reserve is held in escrow for the payment of Borrower’s obligations under such agreement. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign

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laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ”: (a) as to any Base Rate Loan, the last day of each calendar month to occur while such Revolving Loan is outstanding and the final maturity date of such Revolving Loan, (b) as to any LIBOR Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any LIBOR Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Revolving Loan (other than any Revolving Loan that is an Base Rate Loan), the date of any repayment or prepayment made in respect thereof.

“ Interest Period ”: as to any LIBOR Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such LIBOR Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such LIBOR Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., San Francisco, California time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)                 if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)                the Borrower may not select an Interest Period under the Revolving Facility that would extend beyond the Revolving Termination Date; and

(iii)               any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“ Investments ”: as defined in Section 8.7.

“ Issuing Lender ”: Wells Fargo Bank, National Association or any affiliate thereof, in its capacity as issuer of any Letter of Credit, or any successor issuer of Letters of Credit hereunder.

“ L/C Commitment ”: the amount of the Total Revolving Commitments.

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“ L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“ L/C Participants ”: with respect to any Letter of Credit, the collective reference to all the Lenders other than the Issuing Lender of such Letter of Credit.

“ Lenders ”: as defined in the preamble hereto.

“ Letters of Credit ”: as defined in Section 3.1(a).

“ LIBOR Base Rate ”: with respect to any LIBOR Loan for any Interest Period, the per annum rate appearing on Reuters Screen LIBOR01-02 Page under the heading “British Bankers Association LIBOR Rates” (or on any successor or substitute Reuters screen of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such Reuters screen in the event such Reuters screen is no longer published or readily available as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for United States Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBOR Base Rate” with respect to such LIBOR Loan for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which United States Dollar deposits in a comparable amount to such LIBOR Loan and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in same day or immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. When “LIBOR Base Rate” is used in reference to any Revolving Loan, such term refers to whether such Revolving Loan is bearing interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Loans ”: Revolving Loans the rate of interest applicable to which is based upon the LIBOR Rate.

“ LIBOR Pricing Options’ the option granted pursuant to Section 2.10 to have the interest on any portion of the Revolving Loans computed on the basis of a LIBOR Rate.

“ LIBOR Rate ”: for any Interest Period means the rate, rounded upward to the next highest 1/100%, obtained by dividing (a) the LIBOR Base Rate for such Interest Period by (b) an amount equal to 1 minus the LIBOR Reserve Rate; provided, however, that if at any time during such Interest Period the LIBOR Reserve Rate applicable to any outstanding LIBOR Pricing Option changes, the LIBOR Rate for such Interest Period will automatically be adjusted to reflect such change, effective as of the date of such change to the extent required by the Requirement of law implementing such change.

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“ LIBOR Reserve Rate ”: the stated maximum rate (expressed as a decimal) of all reserves (including any basic, supplemental, marginal or emergency reserve or any reserve asset), if any, as from time to time in effect, required by any Requirement of Law to be maintained by a member bank of the Federal Reserve System, with deposits comparable in amount to those held by the Administrative Agent, against (a) “Eurocurrency liabilities” as specified in Regulation D of the Board of Governors of the Federal Reserve System applicable to LIBOR Pricing Options, (b) any other category of liabilities that includes deposits by reference to which the interest rate on portions of the Loans subject to LIBOR Pricing Options is determined, (c) the principal amount of or interest on any portion of the Loans subject to a LIBOR Pricing Option or (d) any other category of extensions of credit, or other assets, that includes loans subject to a LIBOR Pricing Option by a non-United States office of any of the Lenders to United States residents, in each case without the benefits of credits for prorations, exceptions or offsets that may be available to a Lender. The rate of interest applicable to any outstanding LIBOR Loans shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Rate.

“ LIBOR Tranche ”: the collective reference to LIBOR Loans under a particular Revolving Facility whose then current Interest Periods begin on the same date and end on the same later date (whether or not such Revolving Loans shall originally have been made on the same day).

“ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan Documents ”: this Agreement, the Security Documents, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“ Loan Parties ”: each Group Member that is a party to a Loan Document.

“ LRAC ”: Labor Ready Assurance Company, an entity organized under the laws of the Cayman Islands.

“ Majority Lenders ”: at any time, the holders of 51% or more of (a) until the Closing Date, the Revolving Commitments then in effect and, (b) thereafter, the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by Group Members in excess of $5,000,000.

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“ Material Adverse Effect ”: a material adverse effect on (a) the business, property, operations, condition (financial or otherwise) or prospects of the Borrower or the Group Members taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“ Material Disposition ” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to Group Members in excess of $5,000,000.

“ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“ Non-Excluded Taxes ”: as defined in Section 2.15(a).

“ Non-U.S. Lender ”: as defined in Section 2.15(d).

“ Notes ”: the collective reference to any promissory note evidencing Revolving Loans and the Swing Line Note.

“ Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Revolving Loans, Swing Line Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Revolving Loans, Swing Line Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified

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Swap Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Participant ”: as defined in Section 11.6(c).

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisition ”: an acquisition of all or substantially all of the assets or of the assets constituting a line of business or substantially all of the Capital Stock of any Person where (a) no Default or Event of Default shall have occurred and be continuing on the date such Permitted Acquisition is consummated, before or after giving effect thereto, (b) the business acquired (or Person acquired) is principally engaged in the same line of business (or a business reasonably related thereto) as the Borrower, (c) the Borrower shall have demonstrated to the Administrative Agent compliance with the covenants set forth in Section 8.1(i) on a pro forma basis (calculated for the relevant period as if such acquisition had occurred on the first day of the relevant period), for the most recent full fiscal quarter immediately preceding such consummation date for which the relevant financial information has been delivered pursuant to Section 7.1 and (ii) on a projected basis, for each of the four fiscal quarters following the quarter referred to in the preceding clause (i), (d) the Borrower shall have delivered to the Administrative Agent for itself and for distribution to each Lender copies of the most recent audited financial statements (or if unavailable, the most recent unaudited financial statements) of the acquired Person together with such other information that the Administrative Agent may reasonably request, (e) the fair market value of the consideration paid (including the amount of any Indebtedness or other obligations or liabilities assumed or acquired) in connection with such Permitted Acquisition together with that for other Permitted Acquisitions during any 12-month period, shall not be in excess of $50,000,000; provided that notwithstanding the $50,000,000 limitation, the Required Lenders have approved the Borrower’s acquisition of TLC Services Group, Inc., PlaneTechs, LLC and Personal Management, Inc., and provided, further, that the fair market value of the consideration paid for such acquisitions shall be included for purposes of the $50,000,000 limitation during the relevant 12-month period as it relates to any other acquisitions, (f) the acquired Person shall have generated positive EBITDA (calculated in the same manner as the calculation of Consolidated EBITDA) during the most recent 12-month period ended immediately prior to the consummation of the acquisition and (g) a Responsible Officer of

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the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate. “ Pro Forma Compliance Certificate ” means a certificate to the Administrative Agent certifying as to the accuracy of clauses (a) through (e) above and providing a detailed computation of compliance with clause (c) above.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Projections ”: as defined in Section 7.2(c).

“ Properties ”: as defined in Section 5.17(a).

“ Proposed Increase ”: as defined in the Section 2.2(a).

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim, other than a worker’s compensation claim, or any condemnation proceeding relating to any asset of any Group Member.

“ Register ”: as defined in Section 11.6(b).

“ Regulation U”: Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to reduce the Revolving Loans pursuant to Section 2.7(b) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the

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relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 360 days after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ”: at any time, the holders of 67% or more of (a) until the Closing Date, the Revolving Commitments then in effect and (b) thereafter, the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“ Requirement of Law ”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”: the chief executive officer, president, chief financial officer or vice president of finance of the Borrower.

“ Restricted Payments ”: as defined in Section 8.6.

“ Revolving Commitment ”: as to any Lender, the obligation of such Lender, to make Revolving Loans, participate in Letters of Credit and Swing Line Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments is $80,000,000.

“ Revolving Commitment Period ”: the period from and including the Closing Date to the Revolving Termination Date.

“ Revolving Extensions of Credit ”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) the amount equal to such Lender’s Revolving Percentage of the L/C

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Obligations then outstanding and (c) the amount equal to such Lender’s Revolving Percentage of the Swing Line Loans then outstanding.

“ Revolving Facility ”: the Revolving Commitments and the extensions of credit made thereunder.

“ Revolving Loans ”: as defined in Section 2.1(a).

“ Revolving Percentage ”: as to any Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Lenders on a comparable basis.

“ Revolving Termination Date ”: April 15, 2011.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvent ”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

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“ Specified Swap Agreement ”: any Swap Agreement entered into by the Borrower and any Lender or affiliate thereof in respect of interest rates or currency exchange rates that is approved by the Required Lenders.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantor ”: each Subsidiary of the Borrower other than any Excluded Foreign Subsidiary and WAHI, LRAC, Labor Ready Funding Corporation, Labor Ready, Inc. PAC and Labor Ready GEO/ALA, LLP.

“ Swap Agreement ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.

“ Swing Line Lender ”: Wells Fargo Bank, National Association or any affiliate thereof, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loans ”: as defined in Section 4.1.

“ Swing Line Note ”: the promissory note of the Borrower, substantially in the form of Exhibit D attached hereto, evidencing the obligation of the Borrower to repay the Swing Line Loans.

“ Swing Line Sublimit ”: $10,000,000.

“ Syndication Agent ”: as defined in the preamble hereto.

“ Total Revolving Commitments ”: at any time, the aggregate amount of the Revolving Commitments then in effect.

“ Total Revolving Extensions of Credit ”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Lenders outstanding at such time.

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“ Transferee ”: any Assignee or Participant.

“ Type ”: as to any Revolving Loan, its nature as a Base Rate Loan or a LIBOR Loan.

“ Unused Commitment Fee Rate ”: the Unused Commitment Fee Rate determined pursuant to the pricing grid set forth in the definition of “Applicable Margin”.

“ United States ”: the United States of America.

“ WAHI ”: Workers Assurance of Hawaii, Inc., a Hawaii corporation.

“ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“ Wholly Owned Subsidiary Guarantor ”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2          Other Definitional Provisions

(a)           Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)           As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c)           The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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2.                               AMOUNT AND TERMS OF REVOLVING COMMITMENTS

2.1          Revolving Commitments

(a)           Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“ Revolving Loans ”) to the Borrower, from time to time during the Revolving Commitment Period, in an aggregate principal amount at any one time outstanding which, when added to the amount equal to such Lender’s Revolving Percentage of the L/C Obligations then outstanding and such Lender’s Revolving Percentage of Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. No Lender shall be obligated to make a Revolving Loan if, after giving effect to such Revolving Loan, the aggregate Revolving Extensions of Credit exceed the Total Revolving Commitments. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.3 and 2.8.

(b)           The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.2          Increase in Revolving Commitment

(a)           Prior to the Revolving Termination Date, the Borrower may request an increase to the Total Revolving Commitments (the “ Proposed Increase ”) by delivering to the Administrative Agent a written notice of a proposed increase stating the date on which the proposed increase is to be effective (the “ Increase Effective Date ”), provided that (i) each single Proposed Increase shall be in an amount equal to or greater than $25,000,000, (ii) after giving effect to such Proposed Increase, the number of increases made by the Borrower pursuant to this Section 2.2(a) shall not exceed three, (iii) after giving effect to such Proposed Increase, the aggregate amount of all Proposed Increases requested pursuant to this Section 2.2(a) shall not exceed $80,000,000, (iv) the Borrower has not given notice pursuant to Section 2.5 to reduce the amount of the Total Revolving Commitments and (v) each of the conditions precedent set forth in Section 6.2 are satisfied as of the Increase Effective Date.

(b)           So long as each of the requirements sent forth in Section 2.2(a) are satisfied, the Administrative Agent shall invite each Lender to increase its Revolving Commitment (it being understood that each Lender shall have the right but not the obligation to increase its Revolving Commitment in amounts determined by the Administrative Agent) in connection with the Proposed Increase and may, if necessary to meet the full amount of the Proposed Increase, invite any other financial institution reasonably satisfactory to the Administrative Agent and the Borrower to become a Lender in connection with the Proposed Increase. Such financial institution shall enter into a joinder agreement, in form and substance reasonably satisfactory to the Administrative Agent, with the Borrower and the Administrative Agent and may, with the consent of the Borrower and the Required Lenders, effect such

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amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to join such financial institution as a Lender under this Agreement and the Loan Documents.

(c)           Each Proposed Increase shall increase the Total Revolving Commitments on the Increase Effective Date upon (i) entire amount of Approved Increase being committed to by Lenders as determined by the Administrative Agent and (ii) the Borrower executing and delivering such documents and instruments as may be reasonably requested by the Administrative Agent.

(d)           To the extent any Letter of Credit or Swing Line Loan is outstanding when the Total Revolving Commitments are increased pursuant to this Section 2.2, each Lender’s risk participation in outstanding L/C Obligations and outstanding Swing Line Loans shall be adjusted based upon such Lender’s adjusted Revolving Percentage.

(e)           All references in this Agreement and the Loan Documents to Revolving Loans and Revolving Extensions of Credit shall be deemed, unless context otherwise requires, to include Revolving Loans and Revolving Extensions of Credit made pursuant to this Section 2.2, which shall benefit equally and ratably from the guarantees and Liens created by the Loan Documents.

2.3          Procedure for Revolving Loan Borrowing

The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., San Francisco, California time, (a) three Business Days prior to the requested Borrowing Date, in the case of LIBOR Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) ( provided that any such notice of a borrowing of Base Rate Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., San Francisco, California time, on the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of LIBOR Loans, the respective amounts of each Type of Revolving Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to $1,000,000 or a greater multiple of $500,000 (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, San Francisco, California time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

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2.4          Unused Commitment Fees, etc.

(a)           Concurrently with the execution of this Agreement, the Borrower agrees to pay to the Administrative Agent for the account of each Lender under the Existing Credit Agreement the unused commitment fee accrued thereunder through the day immediately preceding the date of this Agreement. The Borrower agrees to pay to the Administrative Agent for the account of each Lender under this Agreement an unused commitment fee for the period from and including the date of this Agreement to the last day of the Revolving Commitment Period, computed at the Unused Commitment Fee Rate under the Existing Credit Agreement through the date immediately preceding the date of this Agreement and thereafter at the Unused Commitment Fee Rate set forth in this Agreement, in each case on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof. For purposes of this Section 2.4(a), the outstanding amount of Swing Line Loans shall not constitute usage of the Revolving Facility.

(b)           The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

2.5          Termination or Reduction of Revolving Commitments

The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. If, after giving effect to any reduction of the Revolving Commitments, the L/C Commitment or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, the L/C Commitment and the Swing Line Sublimit shall be automatically reduced by the amount of such excess.

2.6          Optional Prepayments

The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., San Francisco, California time, three Business Days prior thereto, in the case of LIBOR Loans, and no later than 11:00 A.M., San Francisco, California time, one Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of LIBOR Loans or Base Rate Loans; provided , that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16. Upon receipt of any such notice the

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Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a LIBOR Loan shall be in an aggregate principal amount of not less than $1,000,000 or a greater multiple of $500,000 (or if the then aggregate amount of the outstanding LIBOR Loans is less than $1,000,000, such lesser amount).

2.7          Mandatory Prepayments and Commitment Reductions

(a)           If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 8.2 and the Net Cash Proceeds received by the Borrower from the exercise of stock options) an amount equal to 100% of the Net Cash Proceeds in respect of the issuance of such Capital Stock and the incurrence of such Indebtedness, in each case, shall be applied on the date of such issuance or incurrence toward the prepayment of the Revolving Loans to the extent Revolving Loans are then outstanding.

(b)           If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Revolving Loans to the extent Revolving Loans are then outstanding; provided , that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Loans to the extent Revolving Loans are then outstanding.

(c)           Amounts to be applied in connection with prepayments made pursuant to Section 2.6 shall be applied to the prepayment of the Revolving Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of the Revolving Loans under Section 2.7 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.8          Conversion and Continuation Options

(a)           The Borrower may elect from time to time to convert LIBOR Loans to Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., San Francisco, California time, on the Business Day preceding the proposed conversion date, provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to LIBOR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., San Francisco, California time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no Base

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Rate Loan under the Revolving Facility may be converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or any Lender in respect of the Revolving Facility has determined in its sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)           Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Loans, provided that no LIBOR Loan under the Revolving Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or any Lender in respect of the Revolving Facility has determined in its sole discretion not to permit such continuations, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Revolving Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.9          Limitations on LIBOR Tranches

Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of LIBOR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the LIBOR Loans comprising each LIBOR Tranche shall be equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than 12 LIBOR Tranches shall be outstanding at any one time.

2.10        Interest Rates and Payment Dates

(a)           Each LIBOR Loan shall bear interest during the Interest Period with respect thereto at a rate per annum equal to the LIBOR Rate determined for such day plus the Applicable Margin.

(b)           Each Base Rate Loan under the Revolving Facility shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

(c)           (i) If all or a portion of the principal amount of any Revolving Loan, Swing Line Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Revolving Loans, Swing Line Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum equal to (x) in the case of the Revolving Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, (y) in the case of the Swing Line Loans, the rate that would otherwise be applicable thereto plus 2% or (z) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any

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Revolving Loan, Swing Line Loan or Reimbursement Obligation or any commitment fee (including any unused commitment fee) or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans or Swing Line Loans (if applicable) under the Revolving Facility plus 2% (or, in the case of any such other amounts that do not relate to the Revolving Facility or the Swing Line Loans, the rate then applicable to Base Rate Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d)           Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.11        Computation of Interest and Fees

(a)           Interest and fees payable pursuant to this Agreement shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a LIBOR Rate. Any change in the interest rate on a Revolving Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any change in Eurocurrency Reserve Requirement that occurs more than three months prior to the date that such Lender notifies the Borrower of such change; provided that, if the change in Eurocurrency Reserve Requirement has a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.

(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.10(a).

2.12        Inability to Determine Interest Rate

If prior to the first day of any Interest Period:

(a)           the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, or

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(b)           the Administrative Agent shall have received notice from any Lender in respect of the Revolving Facility that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lender (as conclusively certified by such Lender) of making or maintaining their affected Revolving Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans under the Revolving Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Revolving Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans under the Revolving Facility shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans under the Revolving Facility shall be made or continued as such, nor shall the Borrower have the right to convert Revolving Loans under the Revolving Facility to LIBOR Loans.

2.13        Pro Rata Treatment and Payments

(a)           Each borrowing by the Borrower from the Lenders under the Revolving Facility, each payment by the Borrower on account of any unused commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Revolving Percentages of the Lenders.

(b)           Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Lenders.

(c)           All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, San Francisco, California time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a LIBOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

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(d)           Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption in its sole discretion, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such borrowing under the Revolving Facility, on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against any Lender.

(e)           Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption in its sole discretion, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.14        Requirements of Law

(a)           If the adoption of or any change in any Requirement of Law of general application or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i)            shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.15 and changes in the rate of tax on the overall net income of such Lender);

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(ii)           shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the LIBOR Rate; or

(iii)          shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)           If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law of general application regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c)           A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than three months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. Borrower shall not have any obligation under this Section to the extent any increased cost, reduction in the rate of return on capital of a Lender or any increased requirements regarding capital adequacy applicable to a Lender are directly attributable to any willful misconduct of the Lender or any alleged unsafe, unsound or illegal practice engaged in by the Lender. The obligations of the

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Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Revolving Loans and all other amounts payable hereunder.

2.15         Taxes

(a)             All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, gross receipts, franchise and any similar taxes imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political s