EXHIBIT 10.17
AMENDMENT AGREEMENT NO. 1
TO THE CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 1 (the "Amendment Agreement"), dated as of
June 1, 1997 to the CREDIT AGREEMENT dated as of May 1, 1997 (the "Credit
Agreement"), made by and among INTERIM SERVICES INC., a Delaware corporation
(the "Borrower"), the Borrowing Subsidiaries parties hereto both as of the date
hereof or pursuant to SECTION 2.20 to the Credit Agreement (herein each a
"Company" and collectively, the "Companies"), the several financial institutions
from time to time party to the Credit Agreement (collectively, the "Banks";
individually, a "Bank"), THE FIRST NATIONAL BANK OF CHICAGO, as documentation
agent for the Banks (in such capacity, the "Documentation Agent"), and
NATIONSBANK, N.A., as agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Companies, the Banks, the Documentation Agent
and the Agent have entered into the Credit Agreement;
WHEREAS, the Borrower has requested that the Documentation Agent, the Agent
and the Banks amend the Credit Agreement; and
WHEREAS, upon the terms and conditions contained herein the Documentation
Agent, the Agent and the Banks are willing to amend the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and conditions herein set
forth, it is hereby agreed as follows:
1. CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the date hereof, as follows:
a. SECTION 1.1 of the Credit Agreement is hereby amended by amending and
restating the definition of "Guarantor" in its entirety as follows:
"'Guarantor' means each of Interim Accounting Personnel, Inc.,Interim
Financial Corporation, Interim Legal Services Inc., Interim Personnel
Inc., Interim Temporary Personnel Inc., Rich Field Agency, Inc.,
Interim Technology Inc., Interim Real Estate Solutions Inc., Cornell
Computer Corp., Spectrum Financial Corporation, Interim Acquisition
Corporation (and such other Subsidiaries which may become a
Guarantor)."
b. The definition of "Total Offshore Currency Sublimit" in SECTION 1.1
of the Credit Agreement is hereby amended by deleting the figure
"$305,000,000" appearing therein and inserting in lieu thereof the
figure "$315,000,000."
c. SECTION 2.9(e)(i) of the Credit Agreement is hereby amended by
amending and restating such section in its entirety as follows:
"(i) the Companies shall apply 100% of Net Proceeds to the prepayment
or permanent reduction of Term Loan Outstandings or Revolving Loan
Outstandings in the following manner:
(A) the Companies shall prepay or otherwise permanently reduce
Term Loan Outstandings by application to the Ratable Reduction of
Term Loans of an amount equal to 50% of Net Proceeds and if such
Net Proceeds to be applied to Term Loan Outstandings shall be
greater than the Dollar Equivalent Amount of Term Loan
Outstandings, then the Revolving Loan Outstandings shall be
reduced by the amount of such excess;
(B) a Company shall give not less than five (5) Business Days
written notice to the Agent of a prepayment under this SECTION
2.9(e)(i), which notice shall include a certificate of a
Responsible Officer of the Borrower setting forth in reasonable
detail the allocations and calculations utilized in computing the
amount of such prepayment or other reduction; and
(C) each prepayment or other reduction under this SECTION
2.9(e)(i) is to be made within 30 days of receipt of such
proceeds;"
d. SECTION 9.7(b) of the Credit Agreement is hereby amended by deleting
"$125,000,000" and inserting in lieu thereof the phrase "$75,000,000
excluding the value of the assets sold in connection with the sale of
the Borrower's healthcare division to Cornerstone Equity Investors."
e. Exhibit A of Schedule II is hereby amended by deleting references to
the following Subsidiaries: (i) Interim Assisted Care, Inc., (ii)
Interim Healthcare, Inc., (iii) Interim Healthcare of New York, Inc.,
(iv) Interim Occupational Health, Inc. and (v) Interim Physicians,
Inc.
2. APPLICATION OF NET PROCEEDS. Notwithstanding SECTION 2.9(e)(i) of the
Credit Agreement as amended, the Net Proceeds from the sale of the Borrower's
healthcare division to Cornerstone Equity Investors shall be applied as agreed
to between the Banks.
3. REPRESENTATIONS AND WARRANTIES. In order to induce the
Documentation Agent, the Agent and the Banks to enter into this Amendment
Agreement, each Company hereby represents and warrants that the Credit
Agreement has been re-examined by such Company and that except as disclosed
by any Company in writing to the Banks as of the date hereof:
a. The representations and warranties made by the Borrower in Article VII
thereof are true on and as of the date hereof except that the
financial statements referred to in
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SECTION 7.10 shall be those most recently furnished to the Agent
pursuant to SECTION 8.1;
b. There has been no material adverse change in the condition, financial
or otherwise, of such Company and its Subsidiaries since the date of
the most recent financial reports of such Company delivered to the
Agent under SECTION 8.1 thereof, other than changes in the ordinary
course of business, none of which has been a material adverse change;
c. The business and properties of such Company and its Subsidiaries are
not, and since the date of the most recent financial reports of such
Company delivered to the Agent under SECTION 8.1 thereof, have not
been, adversely affected in any substantial way as the result of any
fire, explosion, earthquake, accident, strike, lockout, combination of
workers, flood, embargo, riot, activities of armed forces, war or acts
of God or the public enemy, or cancellation or loss of any major
contracts; and
d. After giving effect to this Amendment Agreement, no condition exists
which, upon the effectiveness of the amendment contemplated hereby,
would constitute a Default or an Event of Default on the part of such
Company under the Credit Agreement or the Notes, either immediately or
with the lapse of time or the giving of notice, or both.
4. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of the following:
a. twenty-two counterparts of this Amendment Agreement duly executed by
all signatories hereto; and
b. copies of all additional agreements, instruments and documents which
the Agent may reasonably request, such documents, when appropriate, to
be certified by appropriate governmental authorities.
All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.
5. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as in this Amendment Agreement otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Amendment
Agreement
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may be changed, modified, waived or canceled orally or otherwise, except by
writing, signed by all the parties hereto, specifying such change,
modification, waiver or cancellation of such terms or conditions, or of any
proceeding or succeeding breach thereof.
6. CONSENT OF GUARANTORS. The Guarantors have joined in the execution
of this Amendment Agreement for the purposes of consenting hereto and for the
further purpose of confirming their guaranty of Obligations of the Companies
as provided in the Guaranty.
7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain
in full force and effect according to their respective terms.
8. COUNTERPARTS. This Amendment Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY (i) SUBMITS TO
THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE
PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.
10. ENFORCEABILITY. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.
11. CREDIT AGREEMENT. All references in any of the Loan Documents to the
Credit Agreement shall mean and include the Credit Agreement as amended hereby.
12. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrower, the Lenders, the Agent
and their respective successors, assigns and legal representatives; PROVIDED,
HOWEVER, that the Borrower, without the prior consent of the Lenders, may not
assign any rights, powers, duties or obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered in Charlotte by their proper and duly authorized
officers as of the day and year first above written.
WITNESS: INTERIM SERVICES INC.
/s/ [Illegible] Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Xxxx Xxxxxx Title: Treasurer
--------------------------
INTERIM SERVICES (EUROPE) INC.
/s/ [Illegible] Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Xxxx Xxxxxx Title: Treasurer
--------------------------
INTERIM SERVICES (UK) PLC
/s/ [Illegible] Xxx Xxxx By: /s/ Xxxx X. Xxxxx
-------------------------- ------------------------------------
Name: Xxxx X. Xxxxx
Xxxxx X. Xxxxxxxx Title: Director
--------------------------
5
INTERIM ACCOUNTING PERSONNEL INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
INTERIM FINANCIAL CORPORATION
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
INTERIM LEGAL SERVICES INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
INTERIM PERSONNEL INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
INTERIM TEMPORARY PERSONNEL INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
RICH FIELD AGENCY, INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
6
INTERIM TECHNOLOGY INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
INTERIM REAL ESTATE SOLUTIONS INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
CORNELL COMPUTER CORP.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
SPECTRUM FINANCIAL CORPORATION
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
INTERIM CAREER SERVICES INC.
Xxxxx X. Xxxxxxxx
/s/ [Illegible] By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------------
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
/s/ [Illegible] Title: Treasurer
--------------------------
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NATIONSBANK, NATIONAL ASSOCIATION,
as Agent and Issuing Bank
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
NATIONSBANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
as Documentation Agent and as a Lender
By: /s/ Xxxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
Lending Office:
One First Xxxxxxxx Xxxxx
Xxxxx 0000, 0-00
Xxxxxxx, Xxxxxxxx 00000
Wire Transfer Instructions:
The First National Bank of Chicago
Chicago, Illinois
ABA #000000000
Account #7521-7653
Attention: DES Incoming Clearing Account
Reference: Interim Services, Inc.
9
XXXXXXX BANK, N.A., as a Co-Agent and
as a Lender
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Lending Office:
0 X. Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Wire Transfer Instructions:
Xxxxxxx Bank, N.A.
Jacksonville, Florida
ABA #000000000
Account # Interim Services 00900015967
Attention: Commercial Loan Accounting
10
THE FUJI BANK AND TRUST COMPANY,
as a Co-Agent and as a Lender
By:/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: EVP
Lending Office:
The Fuji Bank and Trust Company
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wire Transfer Instructions:
The Fuji Bank and Trust Company
New York, New York
ABA # 000000000
Account # 515011U2
Attention: Xxxxx Xxx
Reference: Interim Services, Inc.
11
THE CHASE MANHATTAN BANK,
as a Co-Agent and as a Lender
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wire Transfer Instructions:
The Chase Manhattan Bank
New York, New York
ABA #000000000
Account # I059420
Reference: Interim Services, Inc.
Attention: Xxxx Xxxxx
12
FLEET NATIONAL BANK, as a Co-Agent
and as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
Lending Office:
0 Xxxxxxx Xxxxxx
XXXXXX0X
Xxxxxx, Xxxxxxxxxxxxx 00000
Wire Transfer Instructions:
Fleet National Bank
Boston, Massachusetts
ABA # 000-000-000
Account # __________
Attention: _______________________
Reference: Interim Services Inc.
13
ABN AMRO BANK NV
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Group Vice President
By: /s/ Xxxxxxx Xxx Orzco
--------------------------------
Name: Xxxxxxx Xxx Xxxxx
Title: Vice President
Lending Office:
000 X. Xxxxxxxx Xxxxxxxxx
00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Wire Transfer Instructions:
LOANS:
ABN AMRO Bank NV
New York, New York
ABA # 000000000
F/O ABN AMRO Bank NV-Chicago CPU
Account # 650-001-1789-41
Reference: Interim
LETTERS OF CREDIT:
ABN AMRO Bank NV
New York Trade Services CPU
ABA # 000000000
F/O ABN AMRO Bank NV-New York Trade Services CPU
Account # 655-001-1711-41
Reference: Interim
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BANK OF MONTREAL
By: /s/ X. X. XxXxxxxx
-------------------------------------
Name: X. X. XxXxxxxx
Title: Director
Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Wire Transfer Instructions:
Xxxxxx Trust & Savings Bank
Xxxxxxx, Xxxxxxxx 00000
ABA #000-000-000
Account # 0000000
Bank of Montreal, Chicago Branch
Reference: Interim Services Inc.
00
XXX XXXXXXXXXX XXXX XX XXXXX,
XXXXXXX, XXXXXXX AGENCY
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: General Manager
Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Wire Transfer Instructions:
The Industrial Bank of Japan, Limited,
New York Branch
New York, New York
ABA #000000000
For further credit to: IBJ Atlanta Agency
Account # 2601-21014
Reference: Interim Services Inc.
00
XXXXXX XXXXXXXX XXXXX XXXXXXX
XX XXX XXXX
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Lending Office:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Wire Transfer Instructions:
Xxxxxx Guaranty Trust Company of New York
New York, New York
ABA # 000000000
For credit to: Loan Department
Account # 000-00-000
Attention: Module 0002
Reference: Interim Services Inc.
17
THE SANWA BANK, LIMITED, ATLANTA
AGENCY
By: /s/ X. X. Xxxxxx
-------------------------------------
Name: X. X. Xxxxxx
Title: V.P. & Senior Manager
Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Wire Transfer Instructions:
The Sanwa Bank, New York Branch
New York, New York
ABA # 000000000
For the account of: Sanwa Atlanta
Account # 999669
18
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Joint General Manager
Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wire Transfer Instructions:
Xxxxxx Guaranty Trust Company of New York
New York, New York
Account # 000-00-000
(The Sumitomo Bank, Ltd.)
ABA # 000000000
Attention: Loan Operations
Reference: Interim Services Inc.
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
Lending Office:
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wire Transfer Instructions:
The Bank of New York
New York, New York
ABA # 000000000
Commercial Loan Servicing Department
Reference: Interim Services Inc.
20
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Lending Office:
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Wire Transfer Instructions:
Comerica Bank
Detroit, Michigan
ABA # 000000000
Reference: Interim Services
Attention: CLAS
21
HIBERNIA NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Assistant Vice President
Lending Office:
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Wire Transfer Instructions:
Hibernia National Bank
New Orleans, Louisiana
ABA #000000000
Account # 0520-36615
Attention: National Accounts
22
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Xxxx XxXxxxxxxx
-------------------------------------
Name: Xxxx XxXxxxxxxx
Title: Vice President
Lending Office:
1251 Avenue of the Americas, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Wire Transfer Instructions:
Bank of Tokyo-Mitsubishi Trust Company
ABA # 0000-0000-0
Further Credit to: Loan Operations Dept.
23
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Risk Management
Lending Office:
000 Xxxxxxxxx Xxxxxx XX - Mail Code GA3940
Xxxxxxx, Xxxxxxx 00000
Wire Transfer Instructions:
Wachovia Bank, N.A.
ABA # 000000000
Account #00-000-000
Account Name: Clearing Account
Attention: Xxxxxxxx Xxxxxx / Xxxxx Xxxxxxx
Reference: Interim Services, Inc.
24
LONG TERM CREDIT BANK TRUST COMPANY
By: Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Lending Office:
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wire Transfer Instructions:
Bankers Trust Company
ABA # 000000000
Account # 00-000-000
Account Name: LTCB Trust Company
