Dated 6 May 1998
OLSTEN INTERNATIONAL B.V.
OLSTEN CORPORATION
CREDIT LYONNAIS LUXEMBOURG S.A.
- and -
OTHERS
FISCAL AGENCY AGREEMENT
relating to
FF800,000,000
6 per cent Guaranteed Notes due 2008
guaranteed by
OLSTEN CORPORATION
This Agreement is made on 6 May 1998 between
(1) OLSTEN INTERNATIONAL B.V. (the Issuer)
(2) OLSTEN CORPORATION (the Guarantor)
(3) CREDIT LYONNAIS LUXEMBOURG S.A. as fiscal agent and principal paying
agent and
(4) CREDIT LYONNAIS as paying agent.
Background
(A) The Issuer proposes to issue FF800,000,000 principal amount of Notes to
be known as its 6 per cent Guaranteed Notes due 2008 which will be
guaranteed by the Guarantor.
(B) The definitive Notes for which the Global Note referred to below may be
exchanged (subject to its provisions) will be in bearer form in the
denominations of FF10,000, FF100,000 and FF1,000,000 each with Coupons
attached.
It is agreed as follows:
1 Interpretation
Terms defined in the Notes have the same meanings in this Agreement (except
where otherwise defined in this Agreement) and except where the context
requires otherwise:
"Conditions" means the terms and conditions set out in Schedule 1 as
modified, with respect to any Notes represented by the Global Note, by the
provisions of the Global Note and any reference to a particularly numbered
Condition shall be construed accordingly
"Coupons" means the coupons relating to the Notes in definitive form
"Extraordinary Resolution" has the meaning set out in Schedule 3
"Fiscal Agent" means the fiscal agent and principal paying agent for the
time being in respect of the Notes appointed from time to time under this
Agreement or an agreement supplemental to it, in its capacity as fiscal
agent
"Global Note" means the permanent global note which will represent the
Notes, or some of them, after exchange of the Temporary Global Note, or a
portion of it, substantially in the form set out in Part 2 of Schedule 2
"Notes" means the FF800,000,000 6 per cent Guaranteed Notes due 2008 of the
Issuer and (except in Clause 3) includes the Temporary Global Note and the
Global Note
"outstanding" means, in relation to the Notes, all the Notes issued except
(a) those which have been redeemed in accordance with the Conditions, (b)
those in respect of which the date for redemption has occurred and the
redemption moneys (including all interest accrued on such Notes to the date
for such redemption and any interest payable under the Conditions after
such date) have been duly paid to the Fiscal Agent as provided in this
Agreement and remain available for payment against presentation and
surrender of Notes and/or Coupons, as the case may be, (c) those in respect
of which claims have become void, (d) those which have been purchased and
cancelled as provided in the Conditions, (e) those mutilated or defaced
Notes which have been surrendered in exchange for replacement Notes, (f)
(for the purpose only of determining how many Notes are outstanding and
without prejudice to their status for any other purpose) those Notes
alleged to have been lost, stolen or destroyed and in respect of which
replacement Notes have been issued, and (g) the Temporary Global Note to
the extent that it shall have been exchanged for the Global Note pursuant
to its provisions and the Global Note to the extent that it shall have been
exchanged for definitive Notes pursuant to its provisions; provided that
for the purposes of (1) ascertaining the right to attend and vote at any
meeting of the Noteholders and (2) the determination of how many Notes are
outstanding for the purposes of Schedule 3 those Notes which are
beneficially held by, or are held on behalf of, the Issuer, the Guarantor
or any of their Subsidiaries and not cancelled shall (unless and until
ceasing to be so held) be deemed not to remain outstanding
"Paying Agents" means the paying agents in respect of the Notes appointed
from time to time under this Agreement or an agreement supplemental to it
and includes the Fiscal Agent unless the context requires otherwise
"Subsidiary" means, at any particular time, a company which is then
directly or indirectly controlled, or more than 50 per cent of whose issued
equity share capital (or equivalent) is then beneficially (directly or
indirectly) owned, by the Issuer or the Guarantor. For a company to be
"controlled" by another means that the other (whether directly or
indirectly and whether by the ownership of share capital, the possession of
voting power, contract or otherwise) has the power to appoint and/or remove
all or the majority of the members of the Board of Directors or other
governing body of that company or otherwise controls or has the power to
control the affairs and policies of that company and
"Temporary Global Note" means the temporary global note which will
represent the Notes on issue and which will be substantially in the form
set out in Part 1 of Schedule 2.
2 Appointment
Each of the Issuer and the Guarantor appoints the Paying Agents as its
agents in respect of the Notes in accordance with the Conditions at their
respective specified offices referred to in the Notes. Except in Clause 14,
references to the Paying Agents are to them acting solely through such
specified offices. Each Paying Agent shall perform the duties required of
it by the Conditions. The obligations of the Paying Agents are several and
not joint.
3 Form of the Notes
3.1 The Temporary Global Note and the Global Note: The Notes will initially
be represented by the Temporary Global Note in the principal amount of
FF800,000,000. Interests in the Temporary Global Note will be exchangeable
for interests in the Global Note as set out in the Temporary Global Note.
The Global Note will be exchangeable for definitive Notes as set out in the
Global Note. Immediately before issue, the Issuer shall deliver to the
Fiscal Agent, and the Fiscal Agent (or its agent on its behalf) shall
authenticate, the duly executed Temporary Global Note and the duly executed
Global Note (in each case, with the guarantee of the Guarantor duly
executed). The Fiscal Agent shall then return the Temporary Global Note and
the Global Note to or to the order of the Issuer for delivery to Crdit
Lyonnais, Luxembourg Branch as common depositary for ▇▇▇▇▇▇ Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System
and Cedel Bank, socit anonyme.
3.2 The Definitive Notes: The Notes and the Coupons will be security
printed in accordance with applicable legal and stock exchange requirements
substantially in the forms set out in Schedule 1. The Notes will be enfaced
with the guarantee of the Guarantor and endorsed with the Conditions.
3.3 Signature: The Temporary Global Note, the Global Note, the Notes and
the Coupons will be signed manually or in facsimile by an authorised
officer of the Issuer and the guarantees of the Guarantor will be signed
manually or in facsimile by an authorised officer of the Guarantor. The
Issuer and the Guarantor may use the facsimile signature of any person who
at the date of this Agreement is an authorised officer of the Issuer or an
authorised officer of the Guarantor, as the case may be, even if at the
time of issue of any Notes, Coupons or Guarantees he no longer holds that
office. Notes and/or Coupons and/or guarantees so executed will be binding
and valid obligations of the Issuer or, as the case may be, the Guarantor.
3.4 Exchange of Temporary Global Note for Global Note: On and after the
Exchange Date (as defined in the Temporary Global Note), the Fiscal Agent
shall, on presentation to it or to its order of the Temporary Global Note
and the Global Note, procure the exchange of interests in the Temporary
Global Note for interests of an equal principal amount in the Global Note
in accordance with the Temporary Global Note. On exchange in full of the
Temporary Global Note the Fiscal Agent shall cancel it.
3.5 Exchange of Global Note:
3.5.1 Notification of request for definitive Notes: The Fiscal Agent, on
receiving notice in accordance with the terms of the Global Note that its
holder requires to exchange the Global Note, or an interest in it, for
definitive Notes, shall forthwith notify the Issuer of such request.
3.5.2 Authentication and exchange: At least 14 days before any Exchange
Date (as defined in the Global Note), the Issuer will deliver or procure
the delivery of definitive Notes in an aggregate principal amount equal to
the outstanding principal amount of the Global Note or such lesser interest
in the Global Note which is to be exchanged to or to the order of the
Fiscal Agent. Such definitive Notes shall have attached all Coupons in
respect of interest which has not already been paid against presentation of
the Global Note. The Fiscal Agent (or its agent on its behalf) shall
authenticate such definitive Notes and shall make them and the Coupons
available for exchange against the Global Note in accordance with the
Global Note. If the Global Note is not to be exchanged in full, the Fiscal
Agent shall endorse, or procure the endorsement of, a memorandum of the
principal amount of the Global Note exchanged in the appropriate schedule
to the Global Note and shall return the Global Note to the bearer. On
exchange in full of the Global Note the Fiscal Agent shall cancel it and,
if so requested by the bearer, return it to the bearer.
4 Payment
4.1 Payment to Fiscal Agent: The Issuer, failing whom the Guarantor, will,
by 10.00 a.m. (Paris and Luxembourg time) on each date on which any payment
in respect of the Notes becomes due, transfer to the Fiscal Agent such
amount as may be required for the purposes of such payment (including any
cash adjustment amount in respect of the Notes (the Cash Adjustment Amount)
payable following redenomination of the Notes into Euro-denominated Notes
pursuant to Condition 2). The Issuer will procure that the bank through
which such payment is to be made will supply to the Fiscal Agent by 3.00
p.m. (local time in the city of the Fiscal Agents specified office) on the
second business day in the city of the Fiscal Agents specified office
before the due date for any such payment an irrevocable confirmation (by
tested telex or authenticated SWIFT message) of its intention to make such
payment. In this Clause, the date on which a payment in respect of the
Notes becomes due means the first date on which the holder of a Note or
Coupon could claim the relevant payment by transfer to an account under the
Conditions, but disregarding the necessity for it to be a business day in
any particular place of presentation.
4.2 Notification of non-payment: The Fiscal Agent will forthwith notify by
telex each of the other Paying Agents and the Issuer and the Guarantor if
it has not by the time specified for its receipt received the confirmation
referred to in sub-Clause 4.1 or by the due date for any payment due in
respect of the Notes received the full amount so payable on such date.
4.3 Payment by Paying Agents: Unless they receive a notification from the
Fiscal Agent under sub-Clause 4.2 the Paying Agents will, subject to and in
accordance with the Conditions, pay or cause to be paid on behalf of the
Issuer or the Guarantor on and after each due date therefor the amounts due
in respect of the Notes and Coupons and will be entitled to claim any
amounts so paid from the Fiscal Agent. If any payment provided for in
sub-Clause 4.1 is made late but otherwise in accordance with this Agreement
the Paying Agents will nevertheless make such payments in respect of the
Notes and Coupons. However, unless and until the full amount of any such
payment has been made to the Fiscal Agent none of the Paying Agents will be
bound to make such payments. All payments to be made by the Paying Agents
shall be made without charging any commission or fee to Noteholders or
Couponholders.
4.4 Reimbursements of Paying Agents: The Fiscal Agent will on demand
promptly reimburse each Paying Agent for payments in respect of the Notes
and Coupons properly made by it in accordance with the Conditions and this
Agreement.
4.5 Late Payment: If the Fiscal Agent has not by the due date for any
payment in respect of the Notes received the full amount payable on such
date but receives it later, it will forthwith give notice to the other
Paying Agents and the Noteholders that it has received such full amount.
4.6 Method of payment to Fiscal Agent: All sums payable to the Fiscal Agent
hereunder will be paid (i) on or prior to the Redenomination Date, in
French Francs or (ii) after the Redenomination Date or, if the Issuer does
not elect to redenominate, in the circumstances set out in Condition 7(a),
in Euro and in immediately available or same day funds to such account with
such bank in Paris or (if the Notes are redenominated in accordance with
Condition 2 or in the circumstances set out in Condition 7(a)) such other
city, in each case as the Fiscal Agent may from time to time notify to the
Issuer and the Guarantor.
4.7 Moneys held by Fiscal Agent: The Fiscal Agent may deal with moneys paid
to it under this Agreement in the same manner as other moneys paid to it as
a banker by its customers except that (1) it may not exercise any lien,
right of set-off or similar claim in respect of them and (2) it shall not
be liable to anyone for interest on any sums held by it under this
Agreement.
4.8 Partial Payments: If on presentation of a Note or Coupon only part of
the amount payable in respect of it is paid (except as a result of a
deduction of tax permitted by the Conditions), the Paying Agent to whom the
Note or Coupon is presented shall procure that such Note or Coupon is
enfaced with a memorandum of the amount paid and the date of payment.
4.9 Prohibition of Payment in the United States: No payment on any Note or
Coupon may be made at any office of the Paying Agents or any other paying
agency maintained by the Issuer in the United States of America (including
the States and the District of Columbia), or its territories, its
possessions and other areas subject to its jurisdiction (the United
States). In addition, no payment on any Note or Coupon may be made to any
address in the United States or by transfer to any account maintained in
the United States. Notwithstanding the foregoing, if U.S. dollar payments
in respect of the Notes or any Coupons at the offices of all paying agents
outside the United States become illegal or are effectively precluded
because of the imposition of exchange controls or similar restrictions on
the full payment or receipt of such amounts in U.S. dollars, the Issuer
will appoint an office or agency in the United States at which such
payments may be made.
5 Repayment
If claims in respect of any principal or interest become void under the
Conditions, the Fiscal Agent shall forthwith repay to the Issuer the amount
which would have been due if presentations for payment had been made before
such claims became void. The Fiscal Agent shall not however be otherwise
required or entitled to repay any sums received by it under this Agreement.
6 Early Redemption
6.1 Notice of Redemption: If the Issuer intends to redeem all or any of the
Notes under Condition 8 before their stated maturity date it shall, at
least 14 days before the latest date for the publication of the notice of
redemption required to be given to Noteholders, give notice of its
intention to the Fiscal Agent stating the date on which such Notes are to
be redeemed.
6.2 Redemption Notice: The Fiscal Agent shall publish the notice required
in connection with such redemption. Such notice shall specify the date
fixed for redemption, the redemption price and the manner in which
redemption will be effected.
7 Cancellation, Destruction and Records
7.1 Cancellation by Paying Agents: All Notes which are redeemed (together
with such unmatured Coupons as are attached to or are surrendered with them
at the time of such redemption), and all Coupons which are paid, shall be
cancelled forthwith by the Paying Agent by or through which they are
redeemed or paid. Such Paying Agent shall send to the Fiscal Agent the
details required by the Fiscal Agent for the purposes of this Clause and
the cancelled Notes and Coupons.
7.2 Cancellation by Issuer: If the Issuer or the Guarantor or any of their
respective Subsidiaries purchases any Notes or Coupons which in accordance
with the Conditions are to be cancelled after such purchase, the Issuer or,
as the case may be, the Guarantor, shall forthwith cancel them or procure
their cancellation and send them (if in definitive form) to the Fiscal
Agent.
7.3 Certification of Payment Details: The Fiscal Agent shall within four
months after the date of any such redemption or payment send to the Issuer
and the Guarantor a certificate stating (1) the aggregate principal amount
of Notes which have been redeemed and cancelled and the aggregate amount
paid in respect of Coupons which have been paid and cancelled or in respect
of interest paid on the Temporary Global Note and the Global Note, (2) the
certificate numbers of such Notes, (3) the total numbers by maturity date
of such Coupons and (4) the total number and the maturity dates of
unmatured Coupons not surrendered with Notes redeemed, in each case
distinguishing between Notes and Coupons of different denominations.
7.4 Destruction: Unless otherwise instructed by the Issuer, or unless, in
the case of the Global Note, it is to be returned to its holder in
accordance with its terms, the Fiscal Agent shall destroy the cancelled
Notes and Coupons in its possession and send the Issuer and the Guarantor a
certificate giving the certificate numbers of such Notes in numerical
sequence, the total numbers by maturity date and the aggregate amount paid
in respect of such Coupons and particulars of the Coupons attached to or
surrendered with such Notes in each case distinguishing between Notes and
Coupons of different denominations.
7.5 Records: The Fiscal Agent shall keep a record of the purchase,
redemption, replacement, cancellation and destruction of all Notes and
Coupons (but need not record the certificate numbers of Coupons). It shall
make such record available at all reasonable times to the Issuer and the
Guarantor.
8 Replacement Notes and Coupons
8.1 Stocks of Notes and Coupons: The Issuer shall, if Notes are issued in
definitive form, cause a sufficient quantity of additional forms of Notes
and Coupons to be made available, upon request, to the Fiscal Agent (in
such capacity the Replacement Agent) for the purpose of issuing replacement
Notes and Coupons.
8.2 Replacement: The Replacement Agent shall issue replacement Notes and
Coupons in accordance with the Conditions.
8.3 Coupons on replacement Notes: In the case of a mutilated or defaced
Note, the Replacement Agent shall ensure that (unless such indemnity as the
Issuer and the Guarantor may require is given) any replacement Note only
has attached to it Coupons corresponding to those attached to the Note
which it replaces.
8.4 Cancellation: The Replacement Agent shall cancel and, unless otherwise
instructed by the Issuer, destroy any mutilated or defaced Notes or Coupons
replaced by it and shall send the Issuer and the Guarantor a certificate
giving the information specified in Clause 7.4.
8.5 Notification: The Replacement Agent shall, on issuing a replacement
Note or Coupon, forthwith inform the other Paying Agents of the certificate
numbers of the replacement Note or Coupon and of the Note or Coupon which
it replaces.
8.6 Presentation of replaced Note or Coupon: If a Note or Coupon which has
been replaced is presented to a Paying Agent for payment, that Paying Agent
shall forthwith inform the Fiscal Agent, which shall inform the Issuer.
9 Redenomination and Consolidation
The Issuer will notify the Fiscal Agent at least 15 days prior to the date
of any Redenomination Notice or any other notice given pursuant to the
Conditions (i) of any redenomination or exchange of the Notes pursuant to
Condition 2 or any consolidation of the Notes pursuant to Condition 13 and
(ii) of the date (the Cash Adjustment Payment Date) on which any Cash
Adjustment Amount is to be paid to the Noteholders.
10 Notices
10.1 Publication: At the request and expense of the Issuer, failing whom
the Guarantor, the Fiscal Agent shall arrange for the publication of all
notices to Noteholders. Notices to Noteholders shall be published in
accordance with the Conditions.
10.2 Notice of Default: The Fiscal Agent shall promptly notify the Issuer,
the Guarantor and the Noteholders of any notice received by it under
Condition 9.
11 Documents and Forms
The Issuer shall send to the Paying Agents:
11.1 specimen Notes (but only if definitive Notes are issued)
11.2 sufficient copies of all documents required by the Notes, the Offering
Circular relating to the Notes or any stock exchange on which the Notes are
listed from time to time to be available for issue or inspection (and the
Paying Agents shall make them so available to Noteholders) and
11.3 as required, forms of voting certificates and block voting
instructions, together with instructions as to how to complete, deal with
and record the issue of such forms (and the Paying Agents shall make such
documents available to Noteholders and perform their other functions as set
out in Schedule 3).
12 Indemnity
12.1 By Issuer: The Issuer, failing whom the Guarantor, will indemnify each
Paying Agent against any loss, liability, cost, claim, action, demand or
expense (including, but not limited to, all reasonable costs, charges and
expenses paid or incurred in disputing or defending any of the foregoing)
which it may incur or which may be made against it arising out of or in
relation to or in connection with its appointment or the exercise of its
functions, except such as may result from a breach by it of this Agreement
or its wilful default, negligence or bad faith or that of its officers or
employees.
12.2 By Paying Agents: Each Paying Agent shall indemnify the Issuer and the
Guarantor against any loss, liability, cost, claim, action, demand or
expense (including, but not limited to, all reasonable costs, charges and
expenses paid or incurred in disputing or defending any of the foregoing)
which the Issuer or the Guarantor may incur or which may be made against it
as a result of the breach by that Paying Agent of this Agreement or its
wilful default, negligence or bad faith or that of its officers or
employees.
13 General
13.1 No agency or trust: In acting under this Agreement the Paying Agents
shall have no obligation towards or relationship of agency or trust with
any Noteholder or Couponholder and need only perform the duties set out
specifically in this Agreement and the Conditions and any duties
necessarily incidental to them.
13.2 Holder to be treated as owner: Except as otherwise required by law,
each Paying Agent will treat the holder of a Note or Coupon as its absolute
owner as provided in the Conditions and will not be liable for doing so.
13.3 No lien: No Paying Agent shall exercise any lien, right of set-off or
similar claim against any Noteholder or Couponholder in respect of moneys
payable by it under this Agreement.
13.4 Taking of advice: Each Paying Agent may consult on any legal matter
any legal adviser selected by it, who may be an employee of or adviser to
the Issuer or the Guarantor, and it shall not be liable in respect of
anything done, or omitted to be done, relating to that matter in good faith
in accordance with that advisers opinion.
13.5 Reliance on documents etc.: No Paying Agent shall be liable in respect
of anything done or suffered by it in reliance on a Note, Coupon or other
document reasonably believed by it to be genuine and to have been signed by
the proper parties.
13.6 Other relationships: Any Paying Agent and any other person, whether or
not acting for itself, may acquire, hold or dispose of any Note, Coupon or
other security (or any interest therein) of the Issuer, the Guarantor or
any other person, may enter into or be interested in any contract or
transaction with any such person, and may act on, or as depositary, trustee
or agent for, any committee or body of holders of securities of any such
person, in each case with the same rights as it would have had if that
Paying Agent were not a Paying Agent and need not account for any profit.
14 Changes in Paying Agents
14.1 Appointment and Termination: The Issuer and the Guarantor may at any
time appoint additional Paying Agents and/or terminate the appointment of
any Paying Agent by giving to the Fiscal Agent and that Paying Agent (if
not the Fiscal Agent) at least 60 days notice to that effect, which notice
shall expire at least 30 days before or after any due date for payment of
any Notes or Coupons and, in respect of the Fiscal Agent, not less than 30
days before or after any specified date for redenomination and/or
consolidation of the Notes.
14.2 Resignation: Any Paying Agent may resign its appointment at any time
by giving the Issuer, the Guarantor and the Fiscal Agent (if not such
Paying Agent) at least 60 days notice to that effect, which notice shall
expire at least 30 days before or after any due date for payment of any
Notes or Coupons and, in respect of the Fiscal Agent, not less than 30 days
before or after any specified date for redenomination and/or consolidation
of the Notes.
14.3 Condition to Resignation and Termination: No resignation or (subject
to sub-Clause 14.5) termination of the appointment of the Fiscal Agent
shall, however, take effect until a new Fiscal Agent (which shall be a bank
or trust company) has been appointed and no resignation or termination of
the appointment of a Paying Agent shall take effect if there would not then
be Paying Agents as required by the Conditions.
14.4 Change of Office: If a Paying Agent changes the address of its
specified office in a city it shall give the Issuer, the Guarantor and the
Fiscal Agent (if not such Paying Agent) at least 60 days notice of the
change, giving the new address and the date on which the change is to take
effect.
14.5 Automatic Termination: The appointment of the Fiscal Agent shall
forthwith terminate if the Fiscal Agent becomes incapable of acting, is
adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy,
makes an assignment for the benefit of its creditors, consents to the
appointment of a receiver, administrator or other similar official of all
or a substantial part of its property or admits in writing its inability to
pay or meet its debts as they mature or suspends payment thereof, or if a
resolution is passed or an order made for the winding-up or dissolution of
the Fiscal Agent, a receiver, administrator or other similar official of
the Fiscal Agent or all or a substantial part of its property is appointed,
a court order is entered approving a petition filed by or against it under
applicable bankruptcy or insolvency law, or a public officer takes charge
or control of the Fiscal Agent or its property or affairs for the purpose
of rehabilitation, conservation or liquidation.
14.6 Delivery of records: If the Fiscal Agent resigns or its appointment is
terminated, it shall on the date on which the resignation or termination
takes effect pay to the new Fiscal Agent any amount held by it for payment
in respect of the Notes or Coupons and deliver to the new Fiscal Agent the
records kept by it and all Notes and Coupons held by it pursuant to this
Agreement.
14.7 Successor Corporations: A corporation into which a Paying Agent is
merged or converted or with which it is consolidated or which results from
a merger, conversion or consolidation to which it is a party shall, to the
extent permitted by applicable law, be the successor Paying Agent under
this Agreement without further formality. The Paying Agent concerned shall
forthwith notify such an event to the other parties to this Agreement.
14.8 Notices: The Fiscal Agent shall give Noteholders at least 30 days
notice of any proposed appointment, termination, resignation or change
under sub-Clauses 14.1 to 14.4 of which it is aware and, as soon as
practicable, notice of any succession under sub-Clause 14.7 of which it is
aware. The Issuer, failing whom the Guarantor, shall give Noteholders, as
soon as practicable, notice of any termination under sub-Clause 14.5 of
which it is aware.
15 Commissions, Fees and Expenses
15.1 Fees: The Issuer, failing whom the Guarantor, will pay to the Fiscal
Agent the commissions, fees and expenses in respect of the Paying Agents
services as separately agreed with the Fiscal Agent and neither the Issuer
nor the Guarantor need concern itself with their apportionment between the
Paying Agents.
15.2 Costs: The Issuer, failing whom the Guarantor, will also pay on demand
accompanied by copies of the relevant invoices and/or receipts all
reasonable out-of-pocket expenses (including legal, advertising, telex and
postage expenses) properly incurred by the Paying Agents in connection with
their services together with any applicable value added tax and stamp,
issue, documentary or other taxes and duties.
16 Substitution
16.1 Deed Poll: The form of the Deed Poll referred to in Condition 14 is
set out in Schedule 4.
16.2 Supplemental Agency Agreement: The Agents shall act as agents of any
Substitute (as defined in Condition 14) on the execution by them and by it
and, if appropriate, by the Issuer and the Guarantor of an agreement
supplemental to this Agreement making the Substitute a party to this
Agreement as if it had been an original party to it and making any
appropriate consequential amendments. A memorandum of any such supplemental
agreement shall be endorsed on each executed copy of this Agreement.
17 Communications
17.1 Notices: Any communication shall be by letter, telex or fax:
in the case of the Issuer, to it at:
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
Fax no.: (▇▇) ▇▇ ▇▇ ▇▇ ▇▇▇
Attention: Wil Meijs
and, in the case of the Guarantor, to it at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - 8905
Fax no.: (▇ ▇▇▇) ▇▇▇ ▇▇▇▇
Attention: General Counsel
and, in the case of any of the Paying Agents, to it care of:
Credit Lyonnais Luxembourg S.A.
▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telex no.: ▇▇▇▇ ▇▇▇▇▇▇▇
Fax no.: (352) 46 25 08
Attention: Global Trust & Agencies Department
or any other address of which written notice has been given to the parties
in accordance with this Clause. Such communications will take effect, in
the case of a letter, when delivered or, in the case of telex or fax, when
despatched. Communications not by letter shall be confirmed by letter but
failure to send or receive the letter of confirmation shall not invalidate
the original communication.
17.2 Notices through Fiscal Agent: All communications relating to this
Agreement between the Issuer, the Guarantor and any of the Paying Agents or
between the Paying Agents themselves shall be made (except where otherwise
expressly provided) through the Fiscal Agent.
18 Governing Law and Submission
18.1 Governing Law: This Agreement shall be governed by and construed in
accordance with English law.
18.2 Jurisdiction: The courts of England are to have jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement
and accordingly any legal action or proceedings arising out of or in
connection with this Agreement (Proceedings) may be brought in such courts.
Each of the Issuer, the Guarantor and the Paying Agents irrevocably submits
to the jurisdiction of such courts and waives any objection to Proceedings
in such courts whether on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum. These submissions
are for the benefit of the Paying Agents and shall not limit the right of
any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).
18.3 Service of Process: Each of the Issuer and the Guarantor irrevocably
appoints The Law Debenture Trust Corporation p.l.c. of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as its authorised agent for service of
process in England. If for any reason such agent shall cease to be such
agent for the service of process, each of the Issuer and the Guarantor
shall forthwith appoint a new agent for service of process in England and
deliver to the Fiscal Agent a copy of the new agents acceptance of that
appointment within 30 days. Nothing in this Agreement shall affect the
right to serve process in any other manner permitted by law. SCHEDULE 1Form
of Definitive Note On the front:
SCHEDULE 1
Form of Definitive Note
On the front:
Denomination ISIN Series Certif. No.
FF[10,000/100,000/1,000,000] XS0086549564 [*] [*]
OLSTEN INTERNATIONAL B.V.
(Incorporated with limited liability in The Netherlands and established in
Amsterdam)
FF800,000,0006
per cent Guaranteed Notes due 2008
guaranteed by
OLSTEN CORPORATION
(Incorporated with limited liability in the State of Delaware)
This Note forms part of a series designated as specified in the title (the
Notes) of Olsten International B.V. (the Issuer). The Notes are subject to the
terms and conditions (the Conditions) endorsed hereon.
The Issuer for value received hereby promises to pay to the bearer of this Note
on 6 May 2008, or on such earlier date as the principal sum mentioned below may
become payable in accordance with the Conditions, the principal sum of:
[FF10,000 (Ten thousand French Francs)/FF100,000 (One hundred thousand French
Francs)/FF1,000,000 (One million French Francs)]
(or, if required pursuant to the Conditions, the equivalent amount in Euro,
calculated in accordance with the Conditions) together with interest on such
principal sum from 6 May 1998 at the rate of 6 per cent per annum payable in
arrear on 6 May in each year, subject to and in accordance with the Conditions.
This Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Fiscal Agent.
In witness whereof the Issuer has caused this Note to be signed in facsimile on
its behalf.
Dated 6 May 1998
OLSTEN INTERNATIONAL B.V.
By:
[Managing Director]
This Note is authenticated by or
on behalf of the Fiscal Agent.
By:
Authorised Signatory
Guarantee of OLSTEN CORPORATION
1 Guarantee: OLSTEN CORPORATION (the Guarantor) unconditionally and
irrevocably guarantees that, if for any reason OLSTEN INTERNATIONAL B.V.
(the Issuer) does not pay any sum payable by it under this Note or the
Coupons relating to it (whether or not attached to it) on the date
specified for such payment (whether on the normal due date, on acceleration
or otherwise), the Guarantor will pay that sum to the holder of this Note
or the relevant Coupon as the case may be (the Holder) in French Francs
(or, if so required by the Conditions, Euro) before close of business in
Paris on that date. All payments under this Guarantee by the Guarantor will
be made subject to Condition 7 of the Notes.
2 Guarantor as Principal Debtor: As between the Guarantor and the Holder
but without affecting the Issuers obligations, the Guarantor will be liable
under this Guarantee as if it were the sole principal debtor and not merely
a surety. Accordingly, it will not be discharged, nor will its liability be
affected, by anything which would not discharge it or affect its liability
if it were the sole principal debtor (including (1) any time, indulgence,
concession, waiver or consent at any time given to the Issuer or any other
person, (2) any amendment or supplement to any of the Conditions of the
Notes or to any security or other guarantee or indemnity, (3) the making or
absence of any demand on the Issuer or any other person for payment, (4)
the enforcement or absence of enforcement of this Note or the Coupons
relating to it or of any security or other guarantee or indemnity, (5) the
taking, existence or release of any security, guarantee or indemnity, (6)
the winding-up, dissolution, amalgamation, reconstruction or reorganisation
of the Issuer or any other person or (7) the illegality, invalidity or
unenforceability of or any defect in any provision of the Notes or the
Coupons or any of the Issuers obligations under any of them).
3 Guarantors Obligations Continuing: The Guarantors obligations under this
Guarantee are and will remain in full force and effect by way of continuing
security until no sum remains payable under this Note or the Coupons
relating to it. Furthermore, those obligations of the Guarantor are
additional to, and not instead of, any security or other guarantee or
indemnity at any time existing in favour of any person, whether from the
Guarantor or otherwise, and may be enforced without first having recourse
to the Issuer, any other person, any security or any other guarantee or
indemnity. The Guarantor irrevocably waives all notices and demands of any
kind.
4 Exercise of Guarantors Rights: So long as any sum remains payable under
this Note or the Coupons relating to it no right of the Guarantor, by
reason of the performance of any of its obligations under this Guarantee,
to be indemnified by the Issuer or to take the benefit of or enforce any
security or other guarantee or indemnity shall be exercised or enforced.
5 Avoidance of Payments: The Guarantor shall on demand indemnify the
relevant Holder against any cost, loss, expense or liability sustained or
incurred by it as a result of it being required for any reason (including
any bankruptcy, insolvency, winding-up, dissolution or similar law or any
jurisdiction) to refund all or part of any amount received or recovered by
it in respect of any sum payable by the Issuer under this Note or the
Coupons relating to it and shall in any event pay to it on demand the
amount as refunded by it.
6 Indemnity: As separate, independent and alternative stipulations, the
Guarantor unconditionally and irrevocably agrees: (1) that any sum which,
although expressed to be payable by the Issuer under this Note or the
Coupons relating to it, is for any reason (whether or not now existin and
whether or not now known or becoming known to the Issuer, the Guarantor or
any Noteholder or Couponholder) not recoverable from the Guarantor on the
basis of a guarantee shall nevertheless be recoverable from it as if it
were the sole principal debtor and shall be paid by it to the relevant
Holder on demand and (2) as a primary obligation to indemnify each Holder
against any loss suffered by it as a result of any sum expressed to be
payable by the Issuer under this Note or the Coupons relating to it not
being paid by the time, on the date and otherwise in the manner specified
therein or any payment obligation of the Issuer under this Note or the
Coupons relating to it being or becoming void, voidable or unenforceable
for any reason (whether or not now existing and whether or not now known or
becoming known to the Issuer, the Guarantor or any Noteholder or
Couponholder), the amount of that loss being the amount expressed to be
payable by the Issuer in respect of the relevant sum.
7 Incorporation of Terms: The Guarantor agrees that it shall comply with
and be bound by those provisions contained in the Conditions of the Notes
which relate to it.
8 Governing Law: This Guarantee shall be governed by and construed in
accordance with English law.
Dated 6 May 1998
OLSTEN CORPORATION
By:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
Note: if Euro-denominated Notes are to be issued, the above form shall
apply mutatis mutandis. On the back:
FISCAL AGENT
CREDIT LYONNAIS LUXEMBOURG S.A.
▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
PAYING AGENTS
CREDIT LYONNAIS
▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Form of Coupon
On the front:
OLSTEN INTERNATIONAL B.V.
FF800,000,000 6 per cent Guaranteed Notes due 2008 Guaranteed by OLSTEN
CORPORATION
Coupon for an amount of [FF600/FF6,000/FF60,000] due on 6 May [1999/2000/2001/
2002/2003/2004/2005/2006/2007/2008].
This Coupon is payable to bearer (subject to the Conditions endorsed on the Note
to which this Coupon relates, which shall be binding upon the holder of this
Coupon whether or not it is for the time being attached to such Note) at the
specified offices of the Paying Agents set out on the reverse hereof (or any
further or other Paying Agents or specified offices duly appointed or nominated
and notified to the Noteholders).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
OLSTEN INTERNATIONAL B.V.
By:
[Managing Director]
Cp No. Denomination ISIN Series Certif. No.
XS0086549564
Note: if Euro-denominated Notes are to be issued, the above form shall apply
mutatis mutandis.
On the back:
FISCAL AGENT
CREDIT LYONNAIS LUXEMBOURG S.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
PAYING AGENTS
CREDIT LYONNAIS, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE 2
Part 1
Form of Temporary Global Note
ISIN: XS0086549564
OLSTEN INTERNATIONAL B.V.
(Incorporated with limited liability in The Netherlands and established in
Amsterdam)
FF800,000,000
6 per cent Guaranteed Notes due 2008
guaranteed by
OLSTEN CORPORATION
(Incorporated with limited liability in the State of Delaware)
Temporary Global Note
OLSTEN INTERNATIONAL B.V. (the Issuer) for value received promises to pay to
bearer the sum of
EIGHT HUNDRED MILLION FRENCH FRANCS (FF800,000,000)
(or, if required pursuant to the Conditions (as defined below), the equivalent
amount in Euro, calculated in accordance with the Conditions) on 6 May 2008 (or
on such earlier date as such principal sum may become payable in accordance with
the terms and conditions (the Conditions) of the Notes designated above (the
Notes) set out in Schedule 1 to the fiscal agency agreement dated 6 May 2008
(the Fiscal Agency Agreement) between the Issuer, OLSTEN CORPORATION as
Guarantor, CREDIT LYONNAIS LUXEMBOURG S.A. as fiscal agent and the paying agents
named in it) upon presentation and surrender of this Temporary Global Note and
to pay interest at the rate of 6 per cent per annum on such principal sum in
arrear on 6 May in each year in accordance with the Conditions. The fiscal agent
for the time being is referred to as the Fiscal Agent.
On or after 15 June 1998 (the Exchange Date) this Temporary Global Note may be
exchanged in whole or in part (free of charge to the holder) by its presentation
and, on exchange in full, surrender to or to the order of the Fiscal Agent for
interests in a permanent Global Note (the Global Note) in bearer form in an
aggregate principal amount equal to the principal amount of this Temporary
Global Note submitted for exchange with respect to which there shall be
presented to the Fiscal Agent a certificate dated no earlier than the Exchange
Date from ▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System (Euroclear) or Cedel Bank, socit anonyme
(Cedel) substantially to the following effect:
Certificate
OLSTEN INTERNATIONAL B.V. (the Issuer)
FF800,000,000
6 per cent Guaranteed Notes due 2008
Common Code 8654956 ISIN XS0086549564 (the Notes)
This is to certify that, based solely on certificates we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set out below (our Member Organisations) substantially to the effect set
out in the temporary global Note in respect of the Notes, as of the date hereof,
principal amount of the Notes (1) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States federal
income taxation regardless of its source (United States persons), (2) is owned
by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v) (financial institutions)) purchasing for their own account or
for resale, or (b) acquired the Notes through foreign branches of United States
financial institutions and who hold the Notes through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuers agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(3) is owned by United States or foreign financial institutions for purposes of
resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (3) above (whether or not
also described in clause (1) or (2)) have certified that they have not acquired
the Notes for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
We further certify (1) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Note excepted in such certificates and (2) that
as of the date hereof we have not received any notification from any of our
Member Organisations to the effect that the statements made by such Member
Organisation with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
are no longer true and cannot be relied upon as of the date hereof.
We understand that this certificate is required in connection with certain tax
laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorise you to produce
this certificate to any interested party in such proceedings.
Yours faithfully
[▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System] or [Cedel Bank, socit anonyme]
By: * Dated: *
Any person appearing in the records of Euroclear or Cedel as entitled to an
interest in this Temporary Global Note may require the exchange of an
appropriate part of this Temporary Global Note for an equivalent interest in the
Global Note by delivering or causing to be delivered to Euroclear or Cedel a
certificate dated not more than 15 days before the Exchange Date in
substantially the following form (copies of which will be available at the
office of Euroclear in Brussels and Cedel in Luxembourg):
Certificate
OLSTEN INTERNATIONAL B.V. (the Issuer)
FF800,000,000
6 per cent Guaranteed Notes due 2008
Common Code 8654956 ISIN XS0086549564 (the Notes)
To: ▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels Office, as operator of
the Euroclear System or Cedel Bank, socit anonyme.
This is to certify that as of the date hereof, and except as set out below, the
Notes held by you for our account (1) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (United States
person(s)), (2) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Issuer or the Issuers
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (3) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if
the owner of the Notes is a United States or foreign financial institution
described in clause (3) above (whether or not also described in clause (1) or
(2)) this is to further certify that such financial institution has not acquired
the Notes for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, United States means the United States of America (including the
States and the District of Columbia) and its possessions include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to that date on
which you intend to submit your certificate relating to the Notes held by you
for our account in accordance with your documented procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certificate applies as of such date.
This certificate excepts and does not relate to principal amount of such
interest in the Notes in respect of which we are not able to certify and as to
which we understand exchange for an equivalent interest in the Global Note (or,
if relevant, exercise of any rights or collection of any interest) cannot be
made until we do so certify.
We understand that this certificate is required in connection with certain tax
laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorise you to produce
this certificate to any interested party in such proceedings.
Dated:
By:
[Name of person giving certificate]
As, or as agent for, the beneficial owner(s) of the above Notes to
which this certificate relates.
Upon any exchange of a part of this Temporary Global Note for an equivalent
interest in the Global Note, the portion of the principal amount hereof so
exchanged shall be endorsed by or on behalf of the Fiscal Agent in the Schedule
hereto, whereupon the principal amount hereof shall be reduced for all purposes
by the amount so exchanged and endorsed.
The Global Note will be exchangeable in accordance with its terms for definitive
Notes (the Definitive Notes) with Coupons attached. The Global Note and the
Definitive Notes will be substantially in the forms scheduled to the Fiscal
Agency Agreement.
This Temporary Global Note is subject to the Conditions and until the whole of
this Temporary Global Note shall have been exchanged for equivalent interests in
the Global Note the holder hereof shall in all respects be entitled to the same
benefits as if he were the holder of the Global Note for interests in which it
may be exchanged (or the relevant part of it as the case may be) except that
(unless exchange of this Temporary Global Note for the relevant interest in the
Global Note shall be improperly withheld or refused by or on behalf of the
Issuer) no person shall be entitled to receive any payment on this Temporary
Global Note.
No provision of this Temporary Global Note shall alter or impair the obligation
of the Issuer and the Guarantor to pay the principal of and interest on the
Notes when due in accordance with the Conditions and the Guarantees.
This Temporary Global Note shall not be valid or become obligatory for any
purpose until authenticated by or on behalf of the Fiscal Agent.
This Temporary Global Note shall be governed by and construed in accordance with
English law.
In witness whereof the Issuer has caused this Temporary Global Note to be signed
on its behalf.
Dated 6 May 1998
OLSTEN INTERNATIONAL B.V.
By:
This Temporary Global Note is authenticated by or on behalf of the Fiscal Agent.
By:
Authorised Signatory
Guarantee of OLSTEN CORPORATION
The provisions of the Guarantee of OLSTEN CORPORATION as set out in Schedule 1
to the above-mentioned Fiscal Agency Agreement shall be deemed to be set out
herein as if references therein to the Notes and Coupons were to this Temporary
Global Note and references therein to the Conditions of the Notes were to the
Conditions of the Notes as set out in such Schedule as amended by the provisions
of the Global Note.
This Guarantee shall be governed by and construed in accordance with English
law.
In witness whereof OLSTEN CORPORATION has caused this Guarantee to be duly
executed.
Dated 6 May 1998
OLSTEN CORPORATION
By:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
Schedule of Exchanges for Interests In the Global Note
The following exchanges of an interest in this Temporary Global Note for an
interest in the Global Note have been made:
Date of Exchange
Amount of decrease in principal amount of this Temporary Global Note
Principal amount of this Temporary Global Note following such decrease
Notation made by or on behalf of the Fiscal Agent
SCHEDULE 2
Part 2
Form of Permanent Global Note
ISIN: XS0086549564
OLSTEN INTERNATIONAL B.V.
(Incorporated with limited liability in The Netherlands and established in
Amsterdam)
FF800,000,000
6 per cent Guaranteed Notes due 2008
guaranteed by
OLSTEN CORPORATION
(Incorporated with limited liability in the State of Delaware)
Global Note
OLSTEN INTERNATIONAL B.V. (the Issuer) for value received promises to pay to
bearer the principal amount referred to in the next paragraph not exceeding
EIGHT HUNDRED MILLION FRENCH FRANCS (FF800,000,000)
(or, if required pursuant to the Conditions (as defined below), the equivalent
amount in Euro, calculated in accordance with the Conditions) on 6 May 2008 (or
on such earlier date as such principal amount may become payable in accordance
with the terms and conditions (the Conditions) of the Notes designated above
(the Notes) set out in Schedule 1 to the fiscal agency agreement dated 6 May
1998 (the Fiscal Agency Agreement) between the Issuer, OLSTEN CORPORATION as
Guarantor, CREDIT LYONNAIS LUXEMBOURG S.A. as fiscal agent and the paying agents
named in it) upon presentation and surrender of this Global Note and to pay
interest at the rate of 6 per cent per annum on such principal amount in arrear
on 6 May in each year in accordance with the Conditions. The fiscal agent and
the paying agents for the time being are referred to respectively as the Fiscal
Agent and the Paying Agents (which expression shall include the Fiscal Agent).
The aggregate principal amount from time to time of this Global Note shall be
that amount not exceeding FF800,000,000 (or, if required pursuant to the
Conditions the equivalent amount in Euro, calculated in accordance with the
Conditions) as shall be shown by the latest entry in the fourth column of
Schedule A hereto, which shall be completed by or on behalf of the Fiscal Agent
upon exchange of the whole or a part of the Temporary Global Note initially
representing the Notes for a corresponding interest herein or upon the
redemption or purchase and cancellation of Notes represented hereby or the
partial exchange hereof for definitive Notes (Definitive Notes) or exchange for
direct enforcement rights, all as described below.
This Global Note is exchangeable in whole but not, except as provided in the
next paragraph, in part (free of charge to the holder) for the Definitive Notes
described below (1) if this Global Note is held on behalf of Euroclear or Cedel
or the Alternative Clearing System (each as defined under Notices below) and any
such clearing system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so, (2) if principal
in respect of any Notes is not paid when due and payable or (3) if the Issuer or
the Guarantor (as defined below), as the case may be, would suffer a material
disadvantage in respect of the Notes as a result of a change in the laws or
regulations (taxation or otherwise) of any jurisdiction referred to in Condition
8 which would not be suffered were the Notes in definitive form and a
certificate to such effect signed by two managing directors of the Issuer or two
directors of the Guarantor, as the case may be, is delivered to the Fiscal Agent
for display to Noteholders or (4) (unless a default notice has been given as
referred to in Default below) by the Issuer giving notice. Thereupon (in the
case of (1) or (2) above) the holder may give notice to the Fiscal Agent, and
(in the case of (3) and (4) above) the Issuer may give notice to the Fiscal
Agent and the Noteholders, of its intention to exchange this Global Note for
Definitive Notes on or after the Exchange Date specified in the notice.
If principal in respect of any Notes is not paid when due and payable the holder
of this Global Note may by notice to the Fiscal Agent (which may but need not be
the default notice referred to in Default below) require the exchange of a
specified principal amount of this Global Note (which may be equal to or
(provided that if this Global Note is held by or on behalf of Euroclear, Cedel
and/or the Alternative Clearing System, Euroclear, Cedel and/or the Alternative
Clearing System agree) less than the outstanding principal amount of Notes
represented hereby) for Definitive Notes on or after the Exchange Date specified
in such notice.
On or after any Exchange Date the holder of this Global Note may surrender this
Global Note or, in the case of a partial exchange, present it for endorsement to
or to the order of the Fiscal Agent. In exchange for this Global Note, or on
endorsement in respect of the part thereof to be exchanged, the Issuer shall
deliver, or procure the delivery of, an equal aggregate principal amount of duly
executed and authenticated Definitive Notes (having attached to them all Coupons
in respect of interest which has not already been paid on this Global Note),
security printed in accordance with applicable legal and stock exchange
requirements and substantially in the form set out in Schedule 1 to the Fiscal
Agency Agreement. On exchange in full of this Global Note, the Issuer will, if
the holder so requests, procure that it is cancelled and returned to the holder
together with the relevant Definitive Notes.
"Exchange Date" means a day falling not less than 60 days, or, in the case of
exchange following principal in respect of any Notes not being paid when due and
payable, 30 days, after that on which the notice requiring exchange is given and
on which banks are open for business in the city in which the specified office
of the Fiscal Agent is located and, except in the case of exchange pursuant to
(1) above, in the cities in which Euroclear and Cedel or, if relevant, the
Alternative Clearing System (each as defined under Notices below), are located.
If, for any actual or alleged reason which would not have been applicable had
there been no exchange of this Global Note (or part of this Global Note) or in
any other circumstances whatsoever, the Issuer does not perform or comply with
any one or more of what are expressed to be its obligations under any Definitive
Notes, then any right or remedy relating in any way to the obligation(s) in
question may be exercised or pursued on the basis of this Global Note despite
its stated cancellation after its exchange in full, as an alternative, or in
addition, to the Definitive Notes (or the Coupons appertaining to them as
appropriate). With this exception, upon exchange in full of this Global Note for
Definitive Notes, this Global Note shall become void.
Except as otherwise described herein, this Global Note is subject to the
Conditions and, until it is exchanged for Definitive Notes, the holder hereof
shall in all respects be entitled to the same benefits as if it were the holder
of the Definitive Notes for which it may be exchanged and as if such Definitive
Notes had been issued on the date of this Global Note.
The Conditions shall be modified with respect to Notes represented by this
Global Note by the following provisions:
Payments
Principal and interest in respect of this Global Note shall be paid to its
holder against presentation and (if no further payment falls to be made on it)
surrender of it to or to the order of the Fiscal Agent (or to or to the order of
such other Paying Agent as shall have been notified to the Noteholders for this
purpose) which shall endorse such payment or cause such payment to be endorsed
in the appropriate Schedule hereto (such endorsement being prima facie evidence
that the payment in question has been made). References in the Conditions to
Coupons and Couponholders shall be construed accordingly. No person shall
however be entitled to receive any payment on this Global Note (or such part of
this Global Note which is required to be exchanged) falling due after any
Exchange Date, unless exchange of this Global Note for Definitive Notes is
improperly withheld or refused by or on behalf of the Issuer or the Issuer does
not perform or comply with any one or more of what are expressed to be its
obligations under any Definitive Notes.
Notices
So long as this Global Note is held on behalf of ▇▇▇▇▇▇ Guaranty Trust Company
of New York, Brussels Office, as operator of the Euroclear system (Euroclear) or
Cedel Bank, socit anonyme (Cedel) or any other clearing system (the Alternative
Clearing System), notices required to be given to Noteholders may be given by
their being delivered to Euroclear, Cedel or, as the case may be, the
Alternative Clearing System, rather than by publication as required by the
Conditions, except that, (i) so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of that Exchange so require, notices shall also be
published in a leading newspaper having general circulation in Luxembourg (which
is expected to be the Luxemburger Wort) and (ii) so long as the Notes are listed
on the Paris Stock Exchange and the rules of that Exchange so require, notices
shall also be published in a leading newspaper having general circulation in
France (which is expected to be La Tribune).
Prescription
Claims in respect of principal and interest in respect of this Global Note will
become void unless it is presented for payment within a period of 10 years (in
the case of principal) and five years (in the case of interest) from the
appropriate Relevant Date (as defined in Condition 8).
Meetings The holder hereof shall (unless this Global Note represents only one
Note) be treated as two persons for the purposes of any quorum requirements of a
meeting of Noteholders and, at any such meeting, as having one vote in respect
of each FF10,000 (or, after the Redenomination Date and/or Specified Date (each
as defined in the Conditions), in respect of the lowest denomination in Euro of
the Notes) principal amount of Notes for which this Global Note may be
exchanged.
Purchase and Cancellation
Cancellation of any Note represented by this Global Note which is required by
the Conditions to be cancelled will be effected by reduction in the principal
amount of this Global Note on its presentation to or to the order of the Fiscal
Agent for notation in Schedule A. Notes may only be purchased by the Issuer or
the Guarantor or any of their respective Subsidiaries if they are purchased
together with the right to receive all future payments of interest thereon.
Default
The holder hereof may exercise the right to declare Notes represented by this
Global Note due and payable under Condition 9 by stating in the notice (the
default notice) to the Fiscal Agent the principal amount of Notes (which may be
less than the outstanding principal amount hereof) to which such notice relates.
If principal in respect of any Notes is not paid when due and payable (but
subject as provided below), the holder of this Global Note may from time to time
elect that Direct Rights under the provisions of Schedule C shall come into
effect. Such election shall be made by notice to the Fiscal Agent and
presentation of this Global Note to or to the order of the Fiscal Agent for
reduction of the principal amount of Notes represented by this Global Note to FF
zero (or to such other figure as shall be specified in the notice) by
endorsement in Schedule A and the corresponding endorsement in Schedule C of
such principal amount of Notes formerly represented hereby as the principal
amount of Notes in respect of which Direct Rights have arisen under Schedule C.
Upon such notice being given the appropriate Direct Rights shall take effect.
No such election may however be made on or before an Exchange Date fixed in
accordance with this Global Note with respect to the Notes to which that
Exchange Date relates unless the holder elects in such notice that the exchange
in question shall no longer take place.
Redenomination and Consolidation
On the Specified Date (as defined in the Conditions) the Notes shall become New
Notes (as defined in the Conditions) without the need for the Global Note to be
presented for exchange. This Global Note may be amended or replaced by the
Issuer for the purposes of taking account of new denominations of the Notes
following a redenomination of the Notes in accordance with Condition 2. On
consolidation of the Notes, the Issuer may issue a replacement Global Note in
exchange for the global notes of the issues consolidated. Any such consolidation
may, in such circumstances, require a change in the common depositary or
depositary, as the case may be.
No provision of this Global Note shall alter or impair the obligation of the
Issuer and the Guarantor to pay the principal and premium of and interest on the
Notes when due in accordance with the Conditions and the Guarantees.
This Global Note is a bearer document and negotiable and accordingly:
(a) is freely transferable by delivery and such transfer shall operate to
confer upon the transferee all rights and benefits appertaining hereto and
to bind the transferee with all obligations appertaining hereto pursuant to
the Conditions
(b) the holder of this Global Note is and shall be absolutely entitled as
against all previous holders to receive all amounts by way of principal,
premium, interest or otherwise payable in respect of this Global Note and
the Issuer has waived against such holder and any previous holder of this
Global Note all rights of set-off or counterclaim which would or might
otherwise be available to it in respect of the obligations evidenced by
this Global Note
(c) payment upon due presentation of this Global Note as provided herein
shall operate as a good discharge against such holder and all previous
holders of this Global Note.
This Global Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Fiscal Agent.
This Global Note shall be governed by and construed in accordance with English
law.
In witness whereof this Global Note has been executed as a deed on 6 May 1998.
OLSTEN INTERNATIONAL B.V.
By:
Certificate of Authentication
This Global Note is authenticated by or on behalf of the Fiscal Agent.
By:
Authorised Signatory
Guarantee of OLSTEN CORPORATION
The provisions of the Guarantee of OLSTEN CORPORATION (the Guarantor) as set out
in Schedule 1 to the above-mentioned Fiscal Agency Agreement shall be deemed to
be set out herein as if references therein to the Notes and Coupons were to this
Global Note and references therein to the Conditions of the Notes were to the
Conditions of the Notes as set out in such Schedule as amended by the provisions
of this Global Note.
If Direct Rights arise under Schedule C, the provisions of the Guarantee of
OLSTEN CORPORATION as set out in Schedule 1 to the Fiscal Agency Agreement,
shall however be deemed to be set out herein and to take effect in relation to
such Direct Rights as if references therein to (i) the Notes and Coupons were to
the Direct Rights arising in respect of the Principal Amount of the Entries
corresponding to the relevant Notes and Coupons, (ii) the Holder, the
Noteholders and Couponholders were to the corresponding Relevant Account Holders
all as provided for in Schedule C and (iii) the Conditions of the Notes were to
the provisions of Schedule C.
This Guarantee shall be governed by and construed in accordance with English
law.
In witness whereof this Guarantee has been executed as a deed on 6 May 1998.
OLSTEN CORPORATION
By:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
SCHEDULE A
Principal Amount of this Global Note
The aggregate principal amount of Notes represented by this Global Note is as
shown by the latest entry made in the fourth row below. Increases in the
principal amount of this Global Note following exchanges of a part of the
Temporary Global Note for interests in this Global Note and reductions in the
principal amount of this Global Note following redemption, payment of cash
adjustments pursuant to a redenomination of the Notes in accordance with
Condition 2 or partial exchange for Definitive Notes or Direct Rights or the
purchase and cancellation of Notes are entered in the second and third rows
below.
Date: 6 May 1998
Reason for change in the principal amount of this Global Note*: N/A
Amount of such change: N/A
Initial principal amount and principal amount of this Global Note following
such change: FF zero
Notation made by or on behalf of the Fiscal Agent (other than in respect of
the initial principal amount): N/A
* State whether increase/reduction following (1) exchange of part of Temporary
Global Note, (2) redemption of Notes, (3) purchase and cancellation of Notes,
(4) payment of cash adjustments pursuant to a redenomination of the Notes or (5)
exchange of part of this Global Note for Definitive Notes or Direct Rights.
SCHEDULE B
Interest Payments in Respect of this Global Note
The following payments of interest in respect of this Global Note and the Notes
represented by this Global Note have been made:
Date Made
Amount of Interest due and payable
Amount of interest paid
Notation made by or on behalf of the Fiscal Agent
SCHEDULE C
Direct Enforcement Rights
This Global Note has effect as a deed poll conferring on Relevant Account
Holders the Direct Rights referred to in this Schedule in respect of the
principal amount of Notes stated in paragraph 5 of this Schedule.
1 Interpretation:
In this Schedule, terms are used with the same meanings as in the Global
Note, and in addition:
"Clearing System Operator" means the operator of each of Euroclear and
Cedel and, if relevant, the Alternative Clearing System
"Direct Rights" means the rights referred to in paragraph 2
"Entry" means any entry relating to this Global Note (or to the relevant
part of it) or the Notes represented by it which is or has been made in the
securities account of any account holder with a Clearing System Operator
and Entries shall have a corresponding meaning
"Principal Amount" means, in respect of any Entry, the amount which would
be due to the holder of the account in which such Entry is credited were
the principal amount of this Global Note or the Notes represented by it in
respect of which such Entry was made to be paid in full at its maturity
"Relevant Account Holder" means the holder of any account with a Clearing
System Operator which at the Relevant Time has credited to its securities
account with such Clearing System Operator an Entry or Entries in respect
of this Global Note (or the relevant part of it) or the Notes represented
by it except for a Clearing System Operator in its capacity as an account
holder of another Clearing System Operator and
"Relevant Time" means the time when Direct Rights take effect as
contemplated by this Global Note.
2 Direct Rights:
Each Relevant Account Holder shall at the Relevant Time acquire against the
Issuer all rights which the Relevant Account Holder in question would have
had if, immediately before the Relevant Time, it had been the holder of the
Definitive Notes issued on the issue date of this Global Note in an
aggregate principal amount equal to the Principal Amount of the relevant
Entry including, without limitation, the right to receive all payments due
at any time in respect of such Definitive Notes, other than payments
corresponding to any already made under this Global Note. No further action
shall be required on the part of any person in order for such Direct Rights
to be acquired and for each Relevant Account Holder to have the benefit of,
and to enforce, rights corresponding to all the provisions of relevant
Definitive Notes as if they had been issued and as if such provisions had
been specifically incorporated in this Schedule, other than the right to
receive payments corresponding to any already made under this Global Note.
3 Evidence: The records of each Clearing System Operator shall, in the
absence of manifest error, be conclusive evidence of the identity of the
Relevant Account Holders, the number of Entries credited to the securities
account of each Relevant Account Holder with such Clearing System Operator
at the Relevant Time and the Principal Amount of an Entry. For the purposes
of this Clause a statement issued by a Clearing System Operator stating:
3.1 the name of the Relevant Account Holder to or in respect of which it is
issued
3.2 the number of Entries credited to the securities account of such
Relevant Account Holder with such Clearing System Operator as at the
opening of business on the first day on which the Clearing System Operator
is open for business following the Relevant Time and
3.3 the Principal Amount of any Entry in the accounts of such Clearing
System Operator, shall be conclusive evidence of the records of such
Clearing System Operator at the Relevant Time (but without prejudice to any
other means of producing such records in evidence). In the event of a
dispute, in the absence of manifest error, the determination of the
Relevant Time by a Clearing System Operator shall be final and conclusive
for all purposes in connection with the Relevant Account Holders with
securities accounts with such Clearing System Operator. Any Relevant
Account Holder may, in any proceedings relating to this Global Note,
protect and enforce its rights arising out of this Schedule in respect of
any Entry to which it is entitled upon the basis of a statement by a
Clearing System Operator as provided in this Clause and a copy of this
Global Note certified as being a true copy by a duly authorised officer of
any Clearing System Operator or the Fiscal Agent without the need for
production in such proceedings or in any court of the actual records or
this Global Note. Any such certification shall be binding, except in the
case of manifest error or as may be ordered by any court of competent
jurisdiction, upon the Issuer and all Relevant Account Holders. This Clause
shall not limit any right of any Relevant Account Holder to the production
of the originals of such records or documents in evidence.
4 Title to Entries: Any Relevant Account Holder may protect and enforce its
rights arising out of this Global Note in respect of any Entry to which it
is entitled in its own name without the necessity of using the name of or
obtaining any authority from any predecessor in title. Any Relevant Account
Holder is entitled to receive payment of the Principal Amount of its Entry
and of all other sums referable to its Direct Rights to the exclusion of
any other person and payment in full by the Issuer to such Relevant Account
Holder shall discharge the Issuer from all obligations in respect of such
Entry and such Direct Rights.
5 Principal Amount:
The principal amount of Notes in respect of which Direct Rights have arisen
under this Global Note is shown by the latest entry in the third row below:
Date: 6 May 1998
Amount of increase in principal amount of Notes in respect of which Direct
Rights have arisen: N/A
Initial principal amount and principal amount following such increase
Notation by or on behalf of the Fiscal Agent (other than in respect of
initial principal amount): FF zero
SCHEDULE 3
Provisions for Meetings of Noteholders
Interpretation
1 In this Schedule:
1.1 references to a meeting are to a meeting of Noteholders and include,
unless the context otherwise requires, any adjournment
1.2 agent means a holder of a voting certificate or a proxy for a
Noteholder
1.3 block voting instruction means an instruction issued in accordance with
paragraphs 8 to 14
1.4 Extraordinary Resolution means a resolution passed at a meeting duly
convened and held in accordance with this Agreement by a majority of at
least 75 per cent of the votes cast
1.5 voting certificate means a certificate issued in accordance with
paragraphs 5, 6, 7 and 14 and
1.6 references to persons representing a proportion of the Notes are to
Noteholders or agents holding or representing in the aggregate at least
that proportion in principal amount of the Notes for the time being
outstanding.
Powers of meetings
2 A meeting shall, subject to the Conditions and without prejudice to any
powers conferred on other persons by this Agreement, have power by
Extraordinary Resolution:
2.1 to sanction any proposal by the Issuer or the Guarantor for any
modification, abrogation, variation or compromise of, or arrangement in
respect of, the rights of the Noteholders and/or the Couponholders against
the Issuer or the Guarantor, whether or not those rights arise under the
Notes
2.2 to sanction the exchange or substitution for the Notes of, or the
conversion of the Notes into, shares, notes or other obligations or
securities of the Issuer, the Guarantor or any other entity
2.3 to assent to any modification of this Agreement, the Notes or the
Coupons proposed by the Issuer, the Guarantor or the Fiscal Agent
2.4 to authorise anyone to concur in and do anything necessary to carry out
and give effect to an Extraordinary Resolution
2.5 to give any authority, direction or sanction required to be given by
Extraordinary Resolution
2.6 to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the Noteholders interests and to confer on them any
powers or discretions which the Noteholders could themselves exercise by
Extraordinary Resolution and
2.7 to approve the substitution of any entity for the Issuer or the
Guarantor (or any previous substitute) as principal debtor or guarantor
under this Agreement provided that the special quorum provisions in
paragraph 19 shall apply to any Extraordinary Resolution (a special quorum
resolution) for the purpose of sub-paragraph 2.2 or 2.7 or for the purpose
of making a modification to this Agreement, the Notes or the Coupons which
would have the effect of:
(i) modifying the maturity of the Notes or the dates on which interest
is payable on them or
(ii) reducing or cancelling the principal amount of or interest on, or
varying the method of calculating the rate of interest or reducing the
minimum rate of interest on, the Notes
(iii) changing the currency of payment of the Notes or the Coupons
(other than as provided by the Conditions) or
(iv) modifying the provisions in this Schedule concerning the quorum
required at a meeting or the majority required to pass an
Extraordinary Resolution or
(v) modifying or cancelling the Guarantees or
(vi) amending this proviso.
Convening a meeting
3 The Issuer or the Guarantor may at any time convene a meeting. If it
receives a written request by Noteholders holding at least 10 per cent in
principal amount of the Notes for the time being outstanding and is
indemnified to its satisfaction against all costs and expenses, the Issuer
shall convene a meeting. Every meeting shall be held at a time and place
approved by the Fiscal Agent.
4 At least 21 days notice (exclusive of the day on which the notice is
given and of the day of the meeting) shall be given to the Noteholders. A
copy of the notice shall be given by the party convening the meeting to the
other parties. The notice shall specify the day, time and place of meeting
and the nature of the resolutions to be proposed and shall explain how
Noteholders may appoint proxies or representatives, obtain voting
certificates and use block voting instructions and the details of the time
limits applicable.
Arrangements for voting
5 If a holder of a Note wishes to obtain a voting certificate in respect of
it for a meeting, he must deposit it for that purpose at least 48 hours
before the time fixed for the meeting with a Paying Agent or to the order
of a Paying Agent with a bank or other depositary nominated by the Paying
Agent for the purpose. The Paying Agent shall then issue a voting
certificate in respect of it.
6 A voting certificate shall:
6.1 be a document in the English language
6.2 be dated
6.3 specify the meeting concerned and the serial numbers of the Notes
deposited and
6.4 entitle, and state that it entitles, its bearer to attend and vote at
that meeting in respect of those Notes.
7 Once a Paying Agent has issued a voting certificate for a meeting in
respect of a Note, it shall not release the Note until either:
7.1 the meeting has been concluded, or
7.2 the voting certificate has been surrendered to the Paying Agent.
8 If a holder of a Note wishes the votes attributable to it to be included
in a block voting instruction for a meeting, then, at least 48 hours before
the time fixed for the meeting, (i) he must deposit the Note for that
purpose with a Paying Agent or to the order of a Paying Agent with a bank
or other depositary nominated by the Paying Agent for the purpose and (ii)
he or a duly authorised person on his behalf must direct the Paying Agent
how those votes are to be cast. The Paying Agent shall issue a block voting
instruction in respect of the votes attributable to all Notes so deposited.
9 A block voting instruction shall:
9.1 be a document in the English language
9.2 be dated
9.3 specify the meeting concerned
9.4 list the total number and serial numbers of the Notes deposited,
distinguishing with regard to each resolution between those voting for and
those voting against it
9.5 certify that such list is in accordance with Notes deposited and
directions received as provided in paragraphs 8, 11 and 14 and 9.6 appoint
a named person (a proxy) to vote at that meeting in respect of those Notes
and in accordance with that list. A proxy need not be a Noteholder.
10 Once a Paying Agent has issued a block voting instruction for a meeting
in respect of the votes attributable to any Notes:
10.1 it shall not release the Notes, except as provided in paragraph 11,
until the meeting has been concluded and
10.2 the directions to which it gives effect may not be revoked or altered
during the 48 hours before the time fixed for the meeting.
11 If the receipt for a Note deposited with a Paying Agent in accordance
with paragraph 8 is surrendered to the Paying Agent at least 48 hours
before the time fixed for the meeting, the Paying Agent shall release the
Note and exclude the votes attributable to it from the block voting
instruction.
12 Each block voting instruction shall be deposited at least 24 hours
before the time fixed for the meeting at the specified office of the Fiscal
Agent or such other place as the Issuer shall designate or approve, and in
default it shall not be valid unless the chairman of the meeting decides
otherwise before the meeting proceeds to business. If the Issuer requires,
a notarially certified copy of each block voting instruction shall be
produced by the proxy at the meeting but the Issuer need not investigate or
be concerned with the validity of the proxys appointment.
13 A vote cast in accordance with a block voting instruction shall be valid
even if it or any of the Noteholders instructions pursuant to which it was
executed has previously been revoked or amended, unless written intimation
of such revocation or amendment is received from the relevant Paying Agent
by the Fiscal Agent at its specified office (or such other place as may
have been specified by the Issuer for the purpose) or by the chairman of
the meeting in each case at least 24 hours before the time fixed for the
meeting.
14 No Note may be deposited with or to the order of a Paying Agent at the
same time for the purposes of both paragraph 5 and paragraph 8 for the same
meeting.
Chairman
15 The chairman of a meeting shall be such person as the Issuer may
nominate in writing, but if no such nomination is made or if the person
nominated is not present within 15 minutes after the time fixed for the
meeting the Noteholders or agents present shall choose one of their number
to be chairman, failing which the Issuer may appoint a chairman.
16 The chairman may, but need not, be a Noteholder or agent. The chairman
of an adjourned meeting need not be the same person as the chairman of the
original meeting.
Attendance
17 The following may attend and speak at a meeting:
17.1 Noteholders and agents
17.2 the chairman
17.3 the Issuer, the Guarantor and the Fiscal Agent (through their
respective representatives) and their respective financial and legal
advisers.
No one else may attend or speak.
Quorum and Adjournment
18 No business (except choosing a chairman) shall be transacted at a
meeting unless a quorum is present at the commencement of business. If a
quorum is not present within 15 minutes from the time initially fixed for
the meeting, it shall, if convened on the requisition of Noteholders, be
dissolved. In any other case it shall be adjourned until such date, not
less than 14 nor more than 42 days later, and time and place as the
chairman may decide. If a quorum is not present within 15 minutes from the
time fixed for a meeting so adjourned, the meeting shall be dissolved.
19 Two or more Noteholders or agents present in person shall be a quorum:
19.1 in the cases marked No minimum proportion in the table below, whatever
the proportion of the Notes which they represent
19.2 in any other case, only if they represent the proportion of the Notes
shown by the table below. . Column 1 Column 2 Column 3 Purpose of meeting
Any meeting except one referred to in column 3 Meeting previously adjourned
though want of a quorum
--------------------------------------------------------------------------------
Column 1 | Column 2 | Cloumn 3
================================================================================
| Any meeting except | Meeting previously
| one referred to in | adjourned though want
Purpose of meeting | column 3 | of a quorum
|-------------------------|----------------------------
| Required proportion | Required proportion
-------------------------|-------------------------|----------------------------
To pass a special quorum | |
resolution | 75 per cent | 25 per cent
-------------------------|-------------------------|----------------------------
To pass any other | |
Extraordinary Resolution | A clear majority | No minimum proportion
-------------------------|-------------------------|----------------------------
Any other purpose | 10 per cent | No minimum proportion
--------------------------------------------------------------------------------
20 The chairman may with the consent of (and shall if directed by) a
meeting adjourn the meeting from time to time and from place to place. Only
business which could have been transacted at the original meeting may be
transacted at a meeting adjourned in accordance with this paragraph or
paragraph 18.
21 At least 10 days notice of a meeting adjourned through want of a quorum
shall be given in the same manner as for an original meeting and that
notice shall state the quorum required at the adjourned meeting. No notice
need, however, otherwise be given of an adjourned meeting.
Voting
22 Each question submitted to a meeting shall be decided by a show of hands
unless a poll is (before, or on the declaration of the result of, the show
of hands) demanded by the chairman, the Issuer, the Guarantor or one or
more persons representing 2 per cent of the Notes.
23 Unless a poll is demanded a declaration by the chairman that a
resolution has or has not been passed shall be conclusive evidence of the
fact without proof of the number or proportion of the votes cast in favour
of or against it.
24 If a poll is demanded, it shall be taken in such manner and (subject as
provided below) either at once or after such adjournment as the chairman
directs. The result of the poll shall be deemed to be the resolution of the
meeting at which it was demanded as at the date it was taken. A demand for
a poll shall not prevent the meeting continuing for the transaction of
business other than the question on which it has been demanded.
25 A poll demanded on the election of a chairman or on a question of
adjournment shall be taken at once.
26 On a show of hands every person who is present in person and who
produces a Note or a voting certificate or is a proxy has one vote. On a
poll every such person has one vote for each FF10,000 (or, after the
Redenomination Date and/or the Specified Date (each as defined in the
Conditions), the lowest denomination in Euro of the Notes or, in the
circumstances set out in Condition 7(a) the equivalent of such French Franc
amount in Euro, as determined by the Fiscal Agent in its absolute
discretion) so produced or represented by the voting certificate so
produced or for which he is a proxy or representative. Without prejudice to
the obligations of proxies, a person entitled to more than one vote need
not use them all or cast them all in the same way.
27 In case of equality of votes the chairman shall both on a show of hands
and on a poll have a casting vote in addition to any other votes which he
may have.
Effect and Publication of an Extraordinary Resolution
28 An Extraordinary Resolution shall be binding on all the Noteholders,
whether or not present at the meeting, and on all the Couponholders and
each of them shall be bound to give effect to it accordingly. The passing
of such a resolution shall be conclusive evidence that the circumstances
justify its being passed. The Issuer shall give notice of the passing of an
Extraordinary Resolution to Noteholders within 14 days but failure to do so
shall not invalidate the resolution.
Minutes
29 Minutes shall be made of all resolutions and proceedings at every
meeting and, if purporting to be signed by the chairman of that meeting or
of the next succeeding meeting, shall be conclusive evidence of the matters
in them. Until the contrary is proved every meeting for which minutes have
been so made and signed shall be deemed to have been duly convened and held
and all resolutions passed or proceedings transacted at it to have been
duly passed and transacted.
This Agreement was entered into on the date stated at the beginning.
SCHEDULE 4
Form of Deed Poll (Substituted Issuer)
This Deed Poll is made on [*] by [ISSUER] (the Issuer), a company incorporated
in [*], [*] (the Substitute), a company incorporated in [*] and OLSTEN
CORPORATION (the Guarantor), a company incorporated in the State of Delaware.
It has been proposed that in respect of the FF800,000,000 6 per cent Guaranteed
Notes due 2008 (the Notes) of the Issuer and guaranteed by the Guarantor and in
relation to which a Fiscal Agency Agreement (the Fiscal Agency Agreement) was
entered into dated 6 May 2008 between, among others, the Issuer, the Guarantor
and Crdit Lyonnais Luxembourg S.A. there will be a substitution of the
Substitute for the Issuer as the issuer of the Notes. References herein to the
Notes include any Global Note representing the Notes and other expressions.
Expressions defined in the Notes have the same meaning in this Deed unless the
context requires otherwise.
This Deed witnesses as follows:
1 The Substitute agrees that, with effect from and including the first date
on which notice has been given by the Issuer pursuant to Condition 14 and
all the other requirements of such Condition have been met (the "Effective
Date"), it shall be deemed to be the Issuer for all purposes in respect of
the Notes and the Coupons relating to them, and accordingly it shall be
entitled to all the rights, and subject to all the liabilities, on the part
of the Issuer contained in them.
2 With effect from and including the Effective Date:
2.1 the Issuer is released from all its liabilities, in its capacity as
issuer of the Notes, contained in the Notes and the Coupons and
2.2 the Terms and Conditions of the Notes (as modified with respect to any
Notes represented by a Global Note by the provisions of the Global Note,
the Conditions) are amended as follows:
2.2.1 all references to [tax jurisdiction(s) which are no longer
relevant] in Condition 8 are replaced by references to [tax
jurisdiction(s) relevant as a result of the substitution].
3.1 The Guarantor unconditionally and irrevocably guarantees that, if for
any reason the Substitute does not pay any sum payable by it under the
Notes or the Coupons relating to them (whether or not attached to them) or
this Deed on the date specified for such payment (whether on the normal due
date, on acceleration or otherwise), the Guarantor will pay that sum to the
holder of the relevant Note or the relevant Coupon as the case may be (the
Holder) in French Francs (or, if required pursuant to the Conditions, Euro)
before close of business in Paris on that date. All payments in respect of
principal and interest by the Guarantor shall be made subject to Condition
7.
3.2 As between the Guarantor and the Holder but without affecting the
Substitutes obligations, the Guarantor will be liable under this Deed as if
it were the sole principal debtor and not merely a surety. Accordingly, it
will not be discharged, nor will its liability be affected, by anything
which would not discharge it or affect its liability if it were the sole
principal debtor (including (1) any time, indulgence, concession, waiver or
consent at any time given to the Substitute or any other person, (2) any
amendment or supplement to any of the Conditions or to this Deed or to any
security or other guarantee or indemnity, (3) the making or absence of any
demand on the Substitute or any other person for payment, (4) the
enforcement or absence of enforcement of any Note or the Coupons relating
to it or this Deed or of any security or other guarantee or indemnity, (5)
the taking, existence or release of any security, guarantee or indemnity,
(6) the winding-up, dissolution, amalgamation, reconstruction or
reorganisation of the Substitute or any other person or (7) the illegality,
invalidity or unenforceability of or any defect in any provision of the
Notes or the Coupons or this Deed or any of the Substitutes obligations
under any of them).
3.3 The Guarantors obligations under this Deed are and will remain in full
force and effect by way of continuing security until no sum remains payable
under the Notes or the Coupons relating to them or this Deed. Furthermore,
those obligations of the Guarantor are additional to, and not instead of,
any security or other guarantee or indemnity at any time existing in favour
of any person, whether from the Guarantor or otherwise, and may be enforced
without first having recourse to the Substitute, any other person, any
security or any other deed or indemnity. The Guarantor irrevocably waives
all notices and demands whatsoever.
3.4 So long as any sum remains payable under the Notes or the Coupons
relating to them or this Deed no right of the Guarantor, by reason of the
performance of any of its obligations under this Deed, to be indemnified by
the Substitute or to take the benefit of or enforce any security or other
guarantee or indemnity shall be exercised or enforced.
3.5 The Guarantor shall on demand indemnify the relevant Holder against any
cost, loss, expense or liability sustained or incurred by it as a result of
it being required for any reason (including any bankruptcy, insolvency,
winding-up, dissolution, or similar law of any jurisdiction) to refund all
or part of any amount received or recovered by it in respect of any sum
payable by the Substitute under the Notes or the Coupons relating to them
or this Deed and shall in any event pay to it on demand the amount as
refunded by it.
3.6 As separate, independent and alternative stipulations, the Guarantor
unconditionally and irrevocably agrees: (1) that any sum which, although
expressed to be payable by the Substitute under the Notes or the Coupons
relating to them or this Deed, is for any reason (whether or not now
existing and whether or not now known or becoming known to the Substitute,
the Guarantor or any Noteholder or Couponholder) not recoverable from the
Guarantor on the basis of a guarantee shall nevertheless be recoverable
from it as if it were the sole principal debtor and shall be paid by it to
the relevant Holder on demand and (2) as a primary obligation to indemnify
each Holder against any loss suffered by it as a result of any sum
expressed to be payable by the Substitute under the Notes or the Coupons
relating to them or this Deed not being paid by the time, on the date and
otherwise in the manner specified therein or any payment obligation of the
Substitute under the Notes or the Coupons relating to them or this Deed
being or becoming void, voidable or unenforceable for any reason (whether
or not now existing and whether or not now known or becoming known to the
Substitute, the Guarantor or any Noteholder or Couponholder), the amount of
that loss being the amount expressed to be payable by the Substitute in
respect of the relevant sum.
4 Condition 3 (Guarantee and Status), Condition 4 (Negative Pledge),
Condition 6 (Redemption and Purchase), Condition 7 (Payments), Condition 8
(Taxation and Reporting Requirements), Condition 9 (Events of Default),
Condition 13 (Meetings of Noteholders and Modification) and Condition 16
(Currency Indemnity) shall apply, with any necessary consequential
modifications, to the Guarantor and to its obligations under this Deed.
5 The Substitute agrees to indemnify each Noteholder and Couponholder
against (A) any tax, duty, assessment or governmental charge which is
imposed on such Noteholder or Couponholder by (or by any authority in or
of) [the jurisdiction of the country of residence of the Substitute for tax
purposes and, if different, of its incorporation] with respect to any Note
or Coupon and which would not have been so imposed had the substitution not
been made and (B) any tax, duty, assessment or governmental charge, and any
cost or expense, relating to the substitution.
6 The Substitute and the Guarantor agree that the benefit of the
undertakings and the covenants binding upon them contained in this Deed
shall be for the benefit of each and every Noteholder and Couponholder and
each Noteholder and Couponholder shall be entitled severally to enforce
such obligations against the Substitute and the Guarantor.
7 This Deed shall be deposited with and held to the exclusion of the
Substitute and the Guarantor by the Fiscal Agent at its specified office
for the time being under the Conditions and the Substitute and the
Guarantor hereby acknowledge the right of every Noteholder to production of
this Deed and, upon request and payment of the expenses incurred in
connection therewith, to the production of a copy hereof certified by the
Fiscal Agent to be a true and complete copy.
8 This Deed may only be amended in the same way as the other Conditions are
capable of amendment under Schedule 3 of the Fiscal Agency Agreement and
any such amendment of this Deed will constitute one of the proposals
specified in Condition 13(a) to which special quorum provisions apply.
9 This Deed shall be governed by and construed in accordance with English
law.
10 The courts of England are to have jurisdiction to settle any disputes
which may arise out of or in connection with this Deed and accordingly any
legal action or proceedings arising out of or in connection with this Deed
(Proceedings) may be brought in such courts. Each of the Substitute and the
Guarantor irrevocably submits to the jurisdiction of such courts and waives
any objection to Proceedings in such courts whether on the ground of venue
or on the ground that the Proceedings have been brought in an inconvenient
forum. This submission is made for the benefit of each of the Noteholders
and Couponholders and shall not limit the right of any of them to take
Proceedings in any other court of competent jurisdiction nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not).
11 Each of the Substitute and the Guarantor irrevocably appoints [*] of [*]
as its agent in England to receive service of process in any Proceedings in
England based on this Deed. If for any reason it does not have such an
agent in England, the Substitute or the Guarantor as the case may be will
promptly appoint a substitute process agent and notify the Noteholders of
such appointment. Nothing herein shall affect the right to serve process in
any other manner permitted by law.
In witness whereof this Deed has been executed as a Deed Poll on the date stated
at the beginning.
[ISSUER]
By:
[The Substitute]
By:
OLSTEN CORPORATION
By:
OLSTEN INTERNATIONAL B.V.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CREDIT LYONNAIS LUXEMBOURG S.A.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇
CREDIT LYONNAIS
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
For the purposes of Article I of the Protocol annexed to the Convention on
jurisdiction and the enforcement of judgments in civil and commercial matters
signed at Brussels on 27 September 1968 we hereby expressly and specifically
accept the jurisdiction of the courts of England.
CREDIT LYONNAIS LUXEMBOURG S.A.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇