EXHIBIT 10.60
[BANK OF AMERICA LOGO]
Bank of America
Portfolio Management
Business Services Group
NC1-007-00-00
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
June 20, 2002
Tel 704-388.5918
Fax 704-388.0960
Each of the Lenders party to the
Credit Agreement described below
Re: Termination of Second Amended and Restated Credit of Spherion Corporation
Ladies and Gentlemen:
Reference is hereby made to that certain Second Amended & Restated Credit
Agreement dated as of April 2, 2001 by and among each of SPHERION CORPORATION
("Spherion") and SPHERION WORLDWIDE HOLDING BV (f/k/a Interim Services Worldwide
Holding BV) ("Spherion Worldwide" and together with Spherion, the "Borrowers",
and each individually a "Borrower"), as Borrowers, BANK OF AMERICA, N.A., a
national banking association, as administrative agent ("Bank of America" or, in
its capacity as administrative agent, the "Agent"), and EACH FINANCIAL
INSTITUTION PARTY THERETO AS A LENDER (each such financial institution may be
referred to individually as a "Lender" or collectively as the "Lenders"), as
amended by Amendment Agreement No, 1 to Credit Agreement dated as of June 22,
2001 (as so amended, the "Credit Agreement"). All capitalized terms not
otherwise defined herein shall have the meaning given thereto in the Credit
Agreement.
Pursuant to the terms of the Credit Agreement, the Borrowers have delivered to
the Agent the notice required to terminate all Commitments under the Credit
Agreement, to repay all Obligations thereunder, and terminate the Credit
Agreement and each of the Loan Documents (collectively, the "Termination"). As
of the date hereof, Bank of America, which is an Issuing Bank under the Credit
Agreement, has issued the Letters of Credit described on Exhibit A to this
letter (the "Outstanding Letters of Credit"). and each of the Outstanding
Letters of Credit remains outstanding as of the date hereof. Spherion has
requested that Bank of America leave the Outstanding Letters of Credit
outstanding following the occurrence of the Termination, and Bank of America has
agreed to do so on terms and conditions satisfactory to it and Spherion.
This letter advises you, and Bank of America hereby acknowledges, that upon the
occurrence of the Termination, including the satisfaction of all conditions
precedent thereto, each Lender shall be released from any obligation to purchase
any risk participation in any of the Outstanding Letters of Credit, and shall
have no further obligation or rights under or with respect to any such
Outstanding Letter of Credit under the Credit Agreement or any of the other Loan
Documents.
[SIGNATURE PAGE FOLLOWS.]
Sincerely yours,
BANK OF AMERICA, N.A.
By: /s/ X. Xxxxxxx Xxxxxx
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Name: X. Xxxxxxx Xxxxxx, Xx.
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Title: Vice President
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ACKNOWLEDGED AND AGREED:
SPHERION CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Assistant Treasurer
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SPHERION WORLDWIDE HOLDING BV
(f/k/a INTERIM SERVICES WORLDWIDE HOLDING BV)
BY: SPHERION (EUROPE) INC., DIRECTOR
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Assistant Treasurer
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EXHIBIT A
Outstanding Letters of Credit
ISSUING BANK L/C NUMBER FACE AMOUNT
------------ ---------- -----------
Bank of America, N.A. 3028422 $ 11,800,000.00
Bank of America, N.A. 950032 $ 14,000,000.00
Bank of America, N.A. C000436 $ 33,479.37
Bank of America, N.A. 3027045 $ 28,066.66
Bank of America, N.A. 7331012 $ 280,920.57
