AMENDMENT NO. 1 TO
CREDIT AGREEMENT
AMENDMENT TO CREDIT AGREEMENT, dated as of August 27, 1997, among
OLSTEN CORPORATION, a corporation organized under the laws of the State of
Delaware (the "Borrower"), each of the Banks which is signatory hereto and THE
CHASE MANHATTAN BANK, a New York banking corporation, as agent for the Banks (in
such capacity, the "Agent").
RECITALS:
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A. The parties hereto entered into that Credit Agreement, dated as
of August 9, 1996, (the "Credit Agreement").
B. The parties hereto desire to amend the Credit Agreement on the
terms and conditions hereinafter set forth.
C. Any capitalized terms used herein and not defined herein shall
have the meanings given to them in the Credit Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1.
AMENDMENTS TO CREDIT AGREEMENT
This Amendment shall be deemed to be an amendment to the Credit
Agreement and shall not be construed in any way as a replacement or substitution
therefor. All of the terms and provisions of this Amendment are hereby
incorporated by reference into the Credit Agreement as if such terms were set
forth in full therein.
SECTION 1.1. Section 2.5(b) (ii) of the Credit Agreement is hereby
amended by deleting the references to "$5,000,000" and "$1,000,000" therefrom
and substituting the following in their respective places: "$1,500,000" and
"$500,000".
SECTION 1.2. Section 2.7 of the Credit Agreement is hereby further
amended by deleting the reference to "$5,000,000" and the last reference to
"$1,000,000" therefrom and substituting the following in their respective
places: "$1,500,000" and "$500,000".
SECTION 1.3. Section 8.1(b) of the Credit Agreement is hereby amended
by inserting immediately after the reference to "Schedule 6.10" the following:
", as such Schedule may be amended from time to time,". The Credit Agreement is
hereby further amended by deleting Schedules 6.9, 6.10 and 6.17 therefrom and by
substituting in their respective places Schedules 6.9, 6.10 and 6.17 to this
Amendment.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Banks that:
SECTION 2.1. Except to the extent previously disclosed in writing to
the Banks, each and every of the representations and warranties set forth in
Article 6 of the Credit Agreement is true as of the date hereof with respect to
the Borrower and, to the extent applicable, the Guarantor and each of their
Subsidiaries and with the same effect as though made on the date hereof, and is
hereby incorporated herein in full by reference as if fully restated herein in
its entirety. In addition, in order to induce the Banks to enter into this
Amendment, the Borrower hereby covenants, represents and warrants to the Banks
that since June 29, 1997, there has been no material adverse change in the
business, operations, properties or financial condition of the Borrower or of
the Borrower, Guarantor and their Subsidiaries taken as a whole.
SECTION 2.2. No Default or Event of Default now exists except as
specifically waived hereby.
SECTION 2.3. The Borrower has the corporate power and authority to
enter into, perform and deliver this Amendment and any other documents,
instruments, agreements or other writings to be delivered in connection
herewith. This Amendment and all documents contemplated hereby or delivered in
connection herewith, have each been duly authorized, executed and delivered and
the transactions contemplated herein have been duly authorized.
SECTION 2.4. This Amendment and any other documents, agreements or
instruments now or hereafter executed and delivered to the Banks by the Borrower
in connection herewith constitute (or shall, when delivered, constitute) valid
and legally binding obligations of Borrower, each of which is and shall be
enforceable against Borrower in accordance with their respective terms.
SECTION 2.5. No representation, warranty or statement by the Borrower
contained herein or in any other document to be furnished by the Borrower in
connection herewith contains, or at the time of delivery shall contain, any
untrue statement of material fact, or omits or at the time of delivery shall
omit to state a material fact necessary to make such representation, warranty or
statement not misleading.
SECTION 2.6. No consent, waiver or approval of any entity is or will
be required in connection with the execution, delivery, performance, validity or
enforcement of this Amendment, or any other agreements, instruments or documents
to be executed and/or delivered in connection herewith or pursuant hereto.
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ARTICLE 3.
MISCELLANEOUS
SECTION 3.1. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
SECTION 3.2. This Amendment shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.
SECTION 3.3. Except as specifically amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
OLSTEN CORPORATION
By:______________________
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
THE CHASE MANHATTAN BANK, as
Agent and a Bank
By:______________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
NATIONSBANK, N.A.
By:______________________
Name: ______________________
Title: Vice President
XXXXX FARGO BANK, N.A.
By:______________________
Name: ______________________
Title: Vice President
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DRESDNER BANK AG, New York Branch
and Grand Cayman Branch
By:______________________
Name: ______________________
Title: Vice President
By:______________________
Name: ______________________
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK
By:______________________
Name: ______________________
Title: Vice President
FLEET BANK, NATIONAL ASSOCIATION
By:______________________
Name: ______________________
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By:______________________
Name: ______________________
Title: Vice President
EUROPEAN AMERICAN BANK
By:______________________
Name: ______________________
Title: Vice President
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KEY BANK NATIONAL ASSOCIATION
By:______________________
Name: ______________________
Title: Vice President
MARINE MIDLAND BANK
By:______________________
Name: ______________________
Title: Vice President
THE BANK OF NEW YORK
By:______________________
Name: ______________________
Title: Vice President
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