EXHIBIT 10.15
AMENDMENT AGREEMENT NO. 2
TO THE CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 2 (the "Amendment Agreement"), dated as of
May 21, 1998 to the CREDIT AGREEMENT dated as of May 1, 1997, as amended (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 (i) that the Documentation Agent,
the Agent and the Banks amend the Credit Agreement and (ii) that the Banks
consent to the issuance of the Subordinated Indebtedness described herein; 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 dates set forth
below, as follows:
a. The definition of "Permitted Receivables Securitization" in
SECTION 1.1 of the Credit Agreement is hereby amended effective as of the
date hereof by deleting the figure "$100,000,000" appearing therein and
inserting in lieu thereof the figure "$150,000,000".
b. The definition of "Total Offshore Currency Sublimit" in SECTION
1.1 of the Credit Agreement is hereby further amended effective as of the
date hereof by deleting the figure "$315,000,000" appearing therein and
inserting in lieu thereof the figure "$360,000,000".
c. Effective upon payment in full of Term Loan Outstandings, SECTION
2.9 shall be amended by deleting in their entirety subsections (c), (d),
(e) and (f) and relettering subsection (g) as subsection (c).
d. Effective as of the date hereof, clause (i) of Subsection (c) of
SECTION 9.4 is hereby amended in its entirety so that as amended it shall
read as follows:
"(i) 2.50 to 1.00 or more no Acquisition for which the Acquisition
Price equals or exceeds 10% of Consolidated Net Worth or the Stock
Consideration exceeds 25% of Consolidated Net Worth may be made
without the prior written consent of the Required Banks, and"
e. Effective as of the date hereof, subsection (e) of SECTION 9.12
is hereby amended in its entirety so that as amended it shall read as
follows:
"(e) Additional Indebtedness of the Companies and its
Subsidiaries not to exceed an outstanding amount of $100,000,000;
PROVIDED, that the amount of such outstanding Indebtedness incurred by
Subsidiaries that are not Guarantors shall not at any time exceed
$25,000,000."
f. Effective as of the date hereof, a new SECTION 9.14 is hereby
added to the Credit Agreement which Section shall read as follows:
"Section 9.14 SUBORDINATED INDEBTEDNESS. The Borrower shall not,
and shall not permit any Subsidiary to, purchase, repay or redeem any
Subordinated Indebtedness other than in accordance with its terms and
then only so long as no Default or Event of Default shall exist both
before and after giving effect to such payment; PROVIDED, HOWEVER,
that the Borrower may purchase or redeem during any fiscal year up to
a principal amount of its 4.5% Subordinated Convertible Notes due 2005
(the "Convertible Notes") not exceeding in the aggregate 5% of
Consolidated Net Worth at any time prior to the conversion of
Convertible Notes into common stock of the Borrower so long as (i)
after giving effect to any such redemption or
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repurchase there shall be available for borrowing pursuant to
SECTION 2.1 not less than $50,000,000, (ii) no Default or Event of
Default exists before giving effect to such purchase or redemption
and (iii) the Borrower shall have furnished to the Agent a
Compliance Certificate as of the most recent fiscal quarter end
demonstrating that after giving effect to such purchase or
redemption no Default or Event of Default exists.
2. SUBORDINATED INDEBTEDNESS. Each Lender consents to the issuance of up
to $175,500,000 4.5% Subordinated Convertible Notes due 2005 containing terms
and conditions similar to those set forth in the term sheet attached hereto and
marked EXHIBIT 1.
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 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
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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
c. 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 may be changed, modified, waived or canceled orally
or otherwise, except by writing, signed by all the
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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.
_____________________ By: _______________________________
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
INTERIM SERVICES (EUROPE) INC.
By: _______________________________
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
XXXXXXX PAGE GROUP PLC
(formerly known as Interim Services (UK) PLC)
By: _______________________________
Name: Xxx Xxxxxx
Title: Director
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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 CAREER SERVICES INC.
WITNESS:
By: _______________________________
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
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NATIONSBANK, NATIONAL ASSOCIATION, as Agent and
Issuing Bank
By: _______________________________
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: Senior Vice President
-----------------------------
NATIONSBANK, NATIONAL ASSOCIATION, as a Bank
By: _______________________________
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: Senior Vice President
-----------------------------
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THE FIRST NATIONAL BANK OF CHICAGO,
as Documentation Agent and as a Lender
By: _______________________________
Name: _____________________________
Title:_____________________________
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THE FUJI BANK AND TRUST COMPANY,
as a Co-Agent and as a Lender
By: _______________________________
Name: _____________________________
Title: ____________________________
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XXX XXXXX XXXXXXXXX BANK,
as a Co-Agent and as a Lender
By: _______________________________
Name: _____________________________
Title: ____________________________
11
FLEET NATIONAL BANK, as a Co-Agent
and as a Lender
By: _______________________________
Name: _____________________________
Title: ____________________________
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ABN AMRO BANK NV
By: _______________________________
Name: _____________________________
Title: ____________________________
By: _______________________________
Name: _____________________________
Title:_____________________________
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BANK OF MONTREAL
By: _______________________________
Name: _____________________________
Title: ____________________________
00
XXX XXXXXXXXXX XXXX XX XXXXX,
XXXXXXX, XXXXXXX AGENCY
By: _______________________________
Name: _____________________________
Title: ____________________________
00
XXXXXX XXXXXXXX XXXXX XXXXXXX
XX XXX XXXX
By: _______________________________
Name: _____________________________
Title: ____________________________
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THE SUMITOMO BANK, LIMITED
By: _______________________________
Name: _____________________________
Title: ____________________________
00
XXX XXXX XX XXX XXXX
By: _______________________________
Name: _____________________________
Title: ____________________________
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COMERICA BANK
By: _______________________________
Name: _____________________________
Title: ____________________________
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HIBERNIA NATIONAL BANK
By: _______________________________
Name: _____________________________
Title: ____________________________
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: _______________________________
Name: _____________________________
Title: ____________________________
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WACHOVIA BANK, N.A.
By: _______________________________
Name: _____________________________
Title: ____________________________
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LTCB TRUST COMPANY
By: _______________________________
Name: Xxx Xxxxx
Title: Senior Vice President
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BANK POLSKA KASA OPIEKI
By: _______________________________
Name: _____________________________
Title: ____________________________
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BANK BUMI PUTRA MALAYSIA BERHAD
By: _______________________________
Name: _____________________________
Title: ____________________________
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EXHIBIT I
SEE ATTACHED.
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