AMENDMENT NO. 2 Dated as of December 2, 1999 to REVOLVING CREDIT AGREEMENT Dated as of November 25, 1997
Exhibit 10.2
AMENDMENT NO. 2
Dated as of December 2, 1999
to
REVOLVING CREDIT AGREEMENT
Dated as of November 25, 1997
THIS AMENDMENT ("Amendment") dated as of December 2, 1999 is entered into among:
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MANPOWER INC., a Wisconsin corporation (the "Borrower"), |
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the banks (the "Banks") listed on the signature pages hereof, |
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CREDIT LYONNAIS CHICAGO BRANCH, BANK ONE, NA, having its principal office in Chicago, Illinois (formerly known as "The First National Bank of Chicago"), FLEET NATIONAL BANK and MELLON BANK, N.A. as co-agents for the Banks (the "Co-Agents"), |
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CREDIT LYONNAIS NEW YORK BRANCH as the initial issuing bank in respect of "Facility Letters of Credit" (the "Issuing Bank"), and CREDIT LYONNAIS CHICAGO BRANCH as an agent for such Issuing Bank (the "Issuing Bank Agent"), under the Credit Agreement referred to below, |
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CITIBANK INTERNATIONAL PLC as agent (the "Euro-Agent") for the Banks in connection with certain of the "Eurocurrency Advances" made under the Credit Agreement referred to below, and |
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CITIBANK, N.A. ("Citibank") as agent (the "Agent") for the Banks and the Issuing Banks under the Credit Agreement referred to below. |
PRELIMINARY STATEMENT. The Borrower, certain of the Banks, the Co-Agents, the Issuing Bank, the Issuing Bank Agent, the Euro-Agent and the Agent have entered into a Revolving Credit Agreement dated as of November 25, 1997 (as amended prior to the date hereof, the "Credit Agreement", capitalized terms herein used as therein defined unless otherwise defined herein). The Borrower has requested that the Credit Agreement be amended as hereinafter set forth. The parties to the Credit Agreement are, on the terms and conditions stated below, agreeable to granting the request of the Borrower.
SECTION 1. Amendment. The parties to the Credit Agreement hereby agree, effective the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, to the following amendments:
1.1 Section 1.01 of the Credit Agreement is amended to add the following definition in the appropriate alphabetical order:
" 'Domestic Subsidiary' shall have the meaning assigned to such term in Section 6.01(i)."
1.2 Section 7.01(k) of the Credit Agreement is amended to delete the reference therein to "0.55" and to substitute therefor "0.6".
1.3 Section 7.02(a) of the Credit Agreement is amended to (1) delete the word "and" at the end of clause (vi) thereof, (2) replace the period at the end of clause (vii) thereof with "; and", and (3) add the following clause at the end thereof:
"(viii) Liens permitted by Section 7.02(h)."
1.4 Section 7.02(c) of the Credit Agreement is amended to delete clause (i) thereto in its entirety and to substitute the following therefor:
"(i) the Borrower or any Subsidiary of the Borrower may, in the ordinary course of its business, acquire all or any portion of the stock of any Person conducting business primarily in the staffing or workforce management services industry or acquire all or substantially all of the assets used in the conduct by any Person of a business primarily in the staffing or workforce management services industry (and assume the liabilities related to such assets); and".
1.5 Section 7.02(e) of the Credit Agreement is amended to delete clause (vi) thereto in its entirety and to substitute the following therefor:
"(vi) extending loans or other financial accommodations to the Borrower, any Domestic Subsidiary, Manpower France S.A.R.L., Manpower GmbH Salespower, Manpower Japan Co., Ltd., Manpower PLC, or Manpower Italia Srl and its Subsidiaries or their successors (collectively, the 'Designated Affiliates');".
1.6 Section 7.02(g) of the Credit Agreement is amended to delete the first paragraph thereof and to substitute the following therefor:
"At any time, become, or permit any of its Subsidiaries to become, subject to any document, instrument, agreement, charter, by-laws, cooperative association, consensual decree or other contractual or constitutional arrangement that has the effect (either alone or together with any other contractual or constitutional arrangements) of in any manner impairing, limiting, restricting or delaying the ability of any of its Subsidiaries (other than Ironwood Capital Corporation) to:".
1.7 Section 7.02(g) of the Credit Agreement is amended to add the following proviso at the end thereof:
"Provided, that the existence of (1) the covenants contained in Section 7.02(b) and Section 7.02(e) and (2) covenants substantially similar to Section 7.02(b), Section 7.02(e) or this Section 7.02(g) under Section 6.02 of the Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of December 2, 1999, among the Borrower, the financial institutions party thereto and Citibank, as agent, shall not constitute a violation of this Section 7.02(g)."
1.8 Section 7.02(h) of the Credit Agreement is amended to delete the phrase "Subsidiary of the Borrower's" therein and to substitute therefor "Subsidiary's".
1.9 Section 8.01(g) of the Credit Agreement is amended to delete the reference to "$500,000" therein and to substitute therefor "$5,000,000".
SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof upon receipt by the Agent of (a) counterparts of this Amendment executed by the Borrower, such number of Banks as comprise the Majority Banks and the Issuing Bank or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Amendment and (b) payment from the Borrower in immediately available funds of an amount equal to the product of (i) 0.03% and (ii) the aggregate Commitments of each of the Banks on the signature pages hereof as in effect on the date hereof (the "Amendment Commitment Amount"), which amount the Agent shall allocate and forward to such Banks in accordance with each such Bank's pro rata share of the Amendment Commitment Amount.
SECTION 3. Covenants, Representations and Warranties of the Borrower.
3.1 Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.
3.2 The Borrower hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
3.3 The Borrower hereby represents and warrants that, immediately after giving effect to this Amendment, no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default shall exist.
SECTION 4. Reference to and Effect on the Credit Agreement.
4.1 Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
4.2 Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank, the Issuing Bank, any Co-Agent, the Issuing Bank Agent, the Euro-Agent or the Agent under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as distinguished from the conflicts of laws rules) of the State of New York.
SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.
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MANPOWER INC. |
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ |
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CITIBANK, N.A., as Agent |
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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CITIBANK INTERNATIONAL, PLC, |
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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CREDIT LYONNAIS CHICAGO BRANCH, |
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By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ |
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BANK ONE, NA (formerly known as "The First |
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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FLEET NATIONAL BANK, as Co-Agent |
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By: |
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MELLON BANK, N.A., a Co-Agent |
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By: /s/ ▇. ▇. ▇▇▇▇▇ |
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CREDIT LYONNAIS, NEW YORK BRANCH, |
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By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇ |
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CREDIT LYONNAIS, CHICAGO BRANCH |
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By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ |
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THE BANKS
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS, CHICAGO BRANCH
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
BANK ONE, NA (formerly known as
"The First national Bank of Chicago")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
FLEET NATIONAL BANK
By:
Name:
Title:
MELLON BANK, N.A.
By: /s/ ▇. ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ du ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ du Bocage
Title: E.V.P. and General Manager
WACHOVIA BANK, N.A.
By: /s/ B. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: B. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NOVA SCOTIA (For Advances
denominated in Dollars and for Facility Letters of Credit)
By: /s/ M. D. ▇▇▇▇▇
Name: M. D. ▇▇▇▇▇
Title: Agent Operations
SCOTIABANK EUROPE PLC (For Advances
denominated in any Alternate Currency)
By: /s/ ▇. ▇. ▇▇▇▇▇▇
Name: ▇. ▇. ▇▇▇▇▇▇
Title: Authorised Signatory
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By: /s/ Nobuyasu Fukatsu
Name: Nobuyasu Fukatsu
Title: General Manager
FIRSTAR BANK MILWAUKEE, N.A.
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ |
and |
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
THE SAKURA BANK, LIMITED
By:
Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Officer
TORONTO DOMINION (TEXAS), INC.
By:
Name:
Title:
PARIBAS
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
and |
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ |