AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
EXHIBIT 10.2(d)
AMENDMENT NO. 3 TO THE
Dated as of November 16, 2007
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among MANPOWER INC., a Wisconsin corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”), BNP PARIBAS, as syndication agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF SCOTLAND PLC and ING BANK N.V., as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BNP PARIBAS SECURITIES CORP., as joint lead arrangers and joint book managers, and CITIBANK, N.A., as administrative agent (the “Agent”) for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into a Five Year Credit Agreement dated as of October 8, 2004, and the letter amendment thereto dated as of March 14, 2005 and Amendment No. 2 dated as of January 10, 2006 (such Credit Agreement, as so amended, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Lenders have agreed to further amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4, hereby amended as follows:
(a) The definitions of “Consolidated Interest Expense”, “Revolving Credit Commitment” and “Termination Date” in Section 1.01 are amended in full to read as follows:
“Consolidated Interest Expense” means, for any period, the excess of (a) total interest expense, whether paid or accrued (including the interest component of Capitalized Leases), of the Borrower and its Consolidated Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under any agreements providing interest rate protection, but excluding however, amortization of discount, interest paid in property other than cash or any other interest expense not payable in cash over (b) total interest income, in each case as determined in conformity with GAAP.
“Revolving Commitment” means, with respect to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d) as such Lender’s “Revolving Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.06.
“Termination Date” means the earlier of (a) November 16, 2012, and (b) the date of termination in whole of the Revolving Commitments and Letter of Credit Commitments pursuant to Section 2.06 or 6.01.
(b) Section 5.02(f) is amended by amending clause (ii) thereof in full to read as follows:
(ii) other Debt aggregating for all of the Borrower’s Subsidiaries not more than (A) $300,000,000 at any one time drawn and outstanding during each fiscal quarter ending March 31, June 30 and December 31 in each calendar year and (B) $600,000,000 at any one time drawn and outstanding during each fiscal quarter ending September 30 in each calendar year.
(c) Schedule I is amended in full to read as set forth on Schedule I to this Amendment.
SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender:
(a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the Amendment Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(b) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment.
(c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder.
(d) A favorable opinion of Xxxxxxx & Xxxx, S.C., counsel for the Borrower, substantially in the form of Exhibit E to the Credit Agreement and as to such other matters as any Lender Party through the Agent may reasonably request.
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SECTION 3. Representations and Warranties of the Borrower The Borrower represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin.
(b) The execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Borrower of this Amendment or the Credit Agreement, as amended hereby, to which it is or is to be a party.
(d) This Amendment has been duly executed and delivered by the Borrower. This Amendment or the Credit Agreement, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.
(e) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment or the Credit Agreement, as amended hereby.
SECTION 4. Reference to and Effect on the Credit Agreement and the Notes. (a) The parties to this Amendment acknowledge and agree that the Lenders parties to this Amendment are the only Lenders parties to the Credit Agreement after giving effect to this Amendment.
(b) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(c) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
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SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. 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 shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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.
| MANPOWER INC. | ||
| By |
| |
| Title: | Vice President & Treasurer | |
| CITIBANK, N. A., | ||
| as Agent and as Lender | ||
| By |
| |
| Title: | Director | |
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| BNP PARIBAS | ||
| By | /s/ Jo Xxxxx Xxxxxx | |
| Jo Xxxxx Xxxxxx | ||
| Title: | Managing Director | |
| By | /s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx | ||
| Title: | Vice President | |
| ING BANK N.V. | ||
| By |
| |
| Title: | illegible | |
| JPMORGAN CHASE BANK, N.A. | ||
| By |
| |
| Title: | Vice President | |
| THE ROYAL BANK OF SCOTLAND PLC | ||
| By |
| |
| Title: | Senior Vice President | |
| BANK OF AMERICA, N.A. | ||
| By |
| |
| Title: | Vice President | |
| BARCLAYS BANK PLC | ||
| By | /s/ Xxxxxxx Xxxxxxx | |
| Title: | Xxxxxxx Xxxxxxx Director – MCT, | |
| North America | ||
| THE BANK OF TOKYO-MITSUBISHI | ||
| UFJ, LTD, formerly The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch | ||
| By | /s/ Xxxxxx Xxxxxxxxxxxx | |
| Xxxxxx Xxxxxxxxxxxx | ||
| Title: | Vice President & Manager | |
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| CALYON NEW YORK BRANCH | ||
| By | /s/ XXXXXX X. XXXXXXX | |
| XXXXXX X. XXXXXXX | ||
| Title: | DIRECTOR | |
| By |
| |
| Title: | Director | |
| MIZUHO CORPORATE BANK, LTD. | ||
| By | /s/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx | ||
| Title: | Deputy General Manager | |
| SOCIETE GENERALE | ||
| By | /s/ Xxxx-Xxxxx Xxxxxxxxx | |
| Xxxx-Xxxxx Xxxxxxxxx | ||
| Title: | Director | |
| SUMITOMO MITSUI BANKING CORPORATION | ||
| By |
| |
| Title: | General Manager | |
| U.S. BANK NATIONAL ASSOCIATION | ||
| By | /s/ Xxxxxxxx X. Xxxxxx | |
| Title: | Xxxxxxxx X. Xxxxxx, VP & Sr. Lender | |
| BAYERISCHE HYPO-UND | ||
| VEREINSBANK AG, NEW YORK | ||
| BRANCH | ||
| By | /s/ Xxxxxxxx Xxxxx | |
| Title: | Xxxxxxxx Xxxxx, Director | |
| By | /s/ Xxxxxxxx Xxxxxxxx | |
| Title: | Xxxxxxxx Xxxxxxxx, Director | |
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| M&I XXXXXXXX AND ILSLEY BANK | ||
| By |
| |
| Title: | Vice President | |
| By |
| |
| Title: | Vice President | |
| NORDEA BANK FINLAND PLC, NEW YORK BRANCH | ||
| By | /s/ Xxxxxx X. Chellus, Jr. | |
| Xxxxxx X. Chellus, Jr. | ||
| Title: | SVP Credit | |
| By | /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | ||
| Title: | Vice President | |
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The parties listed below acknowledge that Schedule I to the Credit Agreement is amended as set forth in the foregoing Amendment and that, after giving effect to the forgoing Amendment, each of the undersigned has no further Commitment under the Credit Agreement:
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By |
| |
| Title: | Director | |
| PNC BANK, NATIONAL ASSOCIATION | ||
| By | /s/ Xxxxxxx X. X. Xxxxxxx | |
| Title: | Xxxxxxx X. X. Xxxxxxx, Vice President | |
| UNICREDITO ITALIANO | ||
| By | /s/ Xxxxxx Xxxxx Dente | |
| Title: | Xxxxxx Xxxxx Xxxxx, F.V.P | |
| By | /s/ Xxxxxxx Xxxxxxx | |
| Title: | Xxxxxxx Xxxxxxx, X.X. | |
| XXXXX FARGO BANK | ||
| By | /s/ Xxxx X. Xxxxxxxxxx | |
| Title: | Xxxx X. Xxxxxxxxxx | |
| Vice President | ||
| By |
| |
| Title: | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| By | /s/ Xxxx X. Xxxxxxxxxx | |
| Title: | Xxxx X. Xxxxxxxxxx | |
| Vice President | ||
| By |
| |
| Title: | ||
| INTESA SANPAOLO S.p.A. | ||
| By | /s/ Xxxx Xxxxxxxxxx | |
| Title: | Xxxx Xxxxxxxxxx, First Vice President | |
| By | /s/ Francesco Di Mario | |
| Title: | Francesco Di Mario, First Vice President | |
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SCHEDULE I
MANPOWER INC.
FIVE YEAR CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
| Name of Initial Lender |
Revolving Credit Commitment |
Domestic Lending Office |
Eurodollar Lending Office | ||||
| Bank of America, N.A. | $ | 33,000,000 | 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxx T: 000 000-0000 F: 888 969-9285 |
000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxx T: 000 000-0000 F: 000 000-0000 | |||
| Bank of Tokyo-Mitsubishi, LTD., Chicago Branch | $ | 33,000,000 | Harborside Financial Center 000 Xxxxx XXX Xxxxxx Xxxx, XX 00000 Attn: Xxxxx Xx T: 000 000-0000 F: 000 000-0000 |
Harborside Financial Center 000 Xxxxx XXX Xxxxxx Xxxx, XX 00000 Attn: Xxxxx Xx T: 000 000-0000 F: 000 000-0000 | |||
| Barclays Bank plc | $ | 33,000,000 | 0 Xxxxxxxxx Xxxxx Xxxxxx X00 0XX XX Attn: Wai Mum Xxx T: x00 000 000 0000 |
0 Xxxxxxxxx Xxxxx Xxxxxx X00 0XX XX Attn: Wai Mum Xxx T: x00 000 000 0000 | |||
| Bayerische Hypo-und Vereinsbank AG, New York Branch (as successor to Unicredito Italiano) |
$ | 22,000,000 | 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx T: 000 000-0000 F: 212 672-5691 |
000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx T: 000 000-0000 F: 000 000-0000 | |||
| BNP Paribas | $ | 72,500,000 | 000 X. XxXxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: T: 000 000-0000 F: 312 977-1380 |
000 X. XxXxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: T: 000 000-0000 F: 000 000-0000 | |||
| Citibank, N.A. | $ | 72,500,000 | Xxx Xxxxx Xxx Xxx Xxxxxx, XX 00000 |
Two Penns Way Xxx Xxxxxx, XX 00000 | |||
| Xxxxxx Xxx Xxxx Branch | $ | 33,000,000 | 000 X. Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxx T: 000 000-0000 F: 312 804-2105 |
000 X. Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxx T: 000 000-0000 F: 000 000-0000 | |||
| ING Bank N.V. | $ | 50,000,000 | X.X. Xxx 0000 0000 XX Xxxxxxxxx AMP D 02.046 Attn: Execution General Lending T: x00 00 0000000 / x00 00 0000000 F: + 00 00 0000000 |
X.X. Xxx 0000 0000 XX Xxxxxxxxx AMP D 02.046 Attn: Execution General Lending T: x00 00 0000000 / x00 00 0000000 F: + 00 00 0000000 | |||
| JPMorgan Chase Bank, N.A. (as successor to Bank One, |
$ | 50,000,000 | 00 Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx |
00 Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx | |||
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| NA) | T: 000 000-0000 F: 000 000-0000 |
T: 000 000-0000 F: 000 000-0000 | |||||
| M&I Xxxxxxxx and Xxxxxx Bank | $ | 22,000,000 | 000 Xxxxx Xxxxx Xxxxxx; XX00 Xxxxxxxxx, XX 00000 Attn: Xxx X. Xxxxxxx or Xxxxxx Xxxxxxxxxxx T: 000 000-0000/7779 F: 414 765-7625 |
000 Xxxxx Xxxxx Xxxxxx; XX00 Xxxxxxxxx, XX 00000 Attn: Xxx X. Xxxxxxx or Xxxxxx Xxxxxxxxxxx T: 000 000-0000/7779 F: 000 000-0000 | |||
| Mizuho Corporate Bank, Ltd. | $ | 33,000,000 | 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxx T: 000 000-0000 F: 201 626-9941 |
0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxx T: 000 000-0000 F: 000 000-0000 | |||
| Nordea Bank Finland Plc | $ | 22,000,000 | 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxx Xx T: 000 000-0000 F: 212 750-9188 |
000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxx Xx T: 000 000-0000 F: 000 000-0000 | |||
| The Royal Bank of Scotland plc | $ | 50,000,000 | 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx T: 212 401-3784 F: 212 401-3456 |
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 | |||
| Societe Generale | $ | 33,000,000 | 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx F: 212 278-7490 |
000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx F: 212 278-7490 | |||
| Sumitomo Mitsui Banking Corporation | $ | 33,000,000 | 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 | |||
| U.S. Bank, National Association | $ | 33,000,000 | 000 Xxxx Xxxxxxxxx Xxxxxx XX-XX-X0XX Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx T: 000 000-0000 F: 920 237-7993 |
000 Xxxx Xxxxxxxxx Xxxxxx XX-XX-X0XX Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx T: 000 000-0000 F: 000 000-0000 | |||
| Total: | $ | 625,000,000 | |||||
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