AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT is entered into as of the 26th day of June, 1996 by and
among INTERIM SERVICES INC., a Delaware corporation (the "Company"), BOATMEN'S
TRUST COMPANY ("Boatmen's"), and XXXXX XXXXXX SHAREHOLDER SERVICES, L.L.P., a
New York limited liability partnership ("Chase" or "Successor Rights Agent").
R E C I T A L S
A. The Company and Boatmen's entered into that certain Rights Agreement
dated March 17, 1994, whereby the Company appointed Boatmen's as the Rights
Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of said Rights Agreement.
B. The Company desires to remove Boatmen's as Rights Agent and appoint
Chase as Successor Rights Agent.
C. The parties hereto desire that the Rights Agreement be amended to
accomplish the foregoing.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Pursuant to Sections 21 and 27 of the Rights Agreement:
(a) the Company hereby appoints XXXXX XXXXXX SHAREHOLDER SERVICES, L.L.P.,
a New York limited liability partnership, whose principal office for the purpose
of this Amendment is 85 Challenger Road, Overpeck Center, Xxxxxxxxxx Xxxx, Xxx
Xxxxxx 00000, to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of the Rights Agreement, and Chase
hereby accepts such appointment; and
(b) the Rights Agreement is hereby amended in its entirety as necessary or
appropriate to reflect the appointment of Chase as Successor Rights Agent
pursuant to this Amendment No. 1.
2. Chase represents, warrants and acknowledges to the Company that it is
either (a) a corporation organized and doing business under the laws of the
United States or of any state, in good standing, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has as of the
date hereof a combined capital and surplus of at least $25,000,000, or (b) an
affiliate of a corporation described in clause (a) of this sentence.
3. Boatmen's, as the current Rights Agent, and Chase, as a current transfer
agent of the Company, each hereby expressly waives any prior or subsequent
notice requirements associated with the appointment of Chase as Successor Rights
Agent, including the notice provision of Section 21 of the Rights Agreement.
4. As promptly as practicable, and in any event within thirty (30) days
after
1
the effective date hereof, Boatmen's shall deliver and transfer to Chase any
property or documentation (or copies thereof) held by Boatmen's regarding the
Rights Agreement, and shall execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose of this Amendment No. 1.
5. Upon completion by Boatmen's of the items set forth in paragraph 4
herein, the Company acquits, releases, and forever discharges Boatmen's of and
from all actions, suits, sums of money, damages, claims and liabilities
whatsoever which the Company may have had or hereafter may have with respect to
any aspect of the Rights Agreement.
6. The Company and Boatmen's agree to indemnify and hold Chase, as
Successor Rights Agent, harmless from and against any and all acts of Boatmen's,
as the predecessor Rights Agent, together with all liability arising therefrom.
7. On the effective date of this Amendment No. 1, Chase, as Successor
Rights Agent, shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent.
8. In all other respects, except as herein stated, the Rights Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Rights Agreement, effective as of the date first above written.
INTERIM SERVICES INC.
By
---------------------------------
Xxxx X. Xxxxx, Senior Vice-
President, Legal Counsel and
Secretary
BOATMEN'S TRUST COMPANY
By
---------------------------------
XXXXX XXXXXX SHAREHOLDER
SERVICES, L.L.P.
By
---------------------------------
2
