AMENDMENT Dated as of November 24, 1998 to REVOLVING CREDIT AGREEMENT Dated as of November 25, 1997
Exhibit 10.1
AMENDMENT
Dated as of November 24, 1998
to
REVOLVING CREDIT AGREEMENT
Dated as of November 25, 1997
THIS AMENDMENT ("Amendment") dated as of November 24, 1998 is entered into among:
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MANPOWER INC., a Wisconsin corporation (the "Borrower"), |
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(2) |
the banks (the "Banks") listed on the signature pages hereof, |
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(3) |
CREDIT LYONNAIS CHICAGO BRANCH, 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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(5) |
CITIBANK INTERNATIONAL PLC as agent (the "Euro-Agent") for the Banks in connection with certain of the "Eurocurrency Advances" made under the Credit Agreement, 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", the terms defined therein being used herein 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 7.02(d) of the Credit Agreement is amended to delete the last sentence thereof in its entirety.
1.2 Section 7.02(e) is amended to delete, in clause (vii) thereof, the amount "$50,000,000" and to substitute the following amount therefor:
"$100,000,000"
1.3 Section 7.02 of the Credit Agreement is further amended to add the following provision as new subsection (h) thereof:
"(h) Securitization Facilities. At any time sell, assign or otherwise dispose of all or any material portion of the Borrower's or any Subsidiary of the Borrower's accounts receivable, lease receivables or other rights to receive payment or income (any of the foregoing being a "Receivable"); provide that notwithstanding anything contained in Section 7.02 to the contrary, the Borrower or any of its Subsidiaries may enter into one or more agreements contemplating the sale, assignment or other transfer of its Receivables, whether constituting a "true sale" or secured financing for accounting, tax or any other purpose (each, a "Receivables Purchase Agreement"), so long as (i) the aggregate outstanding investment or claims held at any time by purchasers, assignees or other transferees of (or of interests in) Receivables under Receivables Purchase Agreements shall not exceed an amount equal to $500,000,000 and (ii) each sale, assignment or other transfer effected under or in connection with a Receivables Purchase Agreement shall be effected on a non-recourse or limited recourse basis."
SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof upon receipt by the Agent of 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.
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.
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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THE FIRST NATIONAL BANK OF CHICAGO, |
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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FLEET NATIONAL BANK, as Co-Agent |
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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MELLON BANK, N.A., as 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/ ▇▇▇ ▇. ▇▇▇▇▇ |
THE BANKS
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS, CHICAGO BRANCH
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: First Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ du Bocage
Title: EVP and General Manager
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇ ▇. Eagle
Title: Vice President
BANC ONE, WISCONSIN
By: /s/ [signature]
Title: Vice President
THE BANK OF NOVA SCOTIA (For Advances
denominated in Dollars and for Facility Letters of Credit)
By:
Title:
SCOTIABANK EUROPE PLC (For Advances
denominated in any Alternate Currency)
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By: /s/ ▇. ▇▇▇▇▇▇▇
Title: Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK
By: /s/ [signature]
Title: Vice President
THE SAKURA BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ [signature]
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
PARIBAS
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ |