KELLY SERVICES, INC. THE FOREIGN SUBSIDIARY BORROWERS CREDIT AGREEMENT DATED AS OF SEPTEMBER 28, 2009 JPMORGAN CHASE BANK, N.A., AS AGENT AND THE LENDERS PARTY HERETO J.P. MORGAN SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK RUNNERCredit Agreement • September 29th, 2009 • Kelly Services Inc • Services-help supply services • Michigan
THIS CREDIT AGREEMENT (this “Agreement”), dated as of September 28, 2009, among KELLY SERVICES, INC., a Delaware corporation (the “Company”), the FOREIGN SUBSIDIARY BORROWERS (as hereinafter defined) from time to time parties hereto (together with the Company, the “Borrowers”), the SUBSIDIARY GUARANTORS (as hereinafter defined) from time to time parties hereto, the lenders from time to time parties hereto (together with any Transferees, the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association with its main office in Chicago, Illinois, as administrative agent for the Lenders (in such capacity, the “Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 29th, 2009 • Kelly Services Inc • Services-help supply services • Michigan
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of September 28, 2009 by and among Kelly Services, Inc., a Delaware corporation (the “Borrower”), Kelly Properties, LLC, a Delaware limited liability company, Kelly Receivables Services, LLC, a Delaware limited liability company, Kelly Services (Ireland), LTD., a Delaware corporation, Kelly Services of Denmark, Inc., a Delaware corporation, Kelly Services CIS, Inc., a Delaware corporation, Kelly Services (Australia), LTD., a Delaware corporation, Kelly Services (New Zealand), LTD., a Delaware corporation, Kelly Staff Leasing, Inc., a California corporation, KHCS, Inc., a Delaware corporation, and KSI Acquisition Corporation, a Delaware corporation (each a “Guarantor”, and collectively, the “Guarantors”, and collectively with the Borrower, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., a national banking association, i
Re: Amendment No. 2 to Credit Facility Letter/NoteCredit Facility Amendment • September 29th, 2009 • Kelly Services Inc • Services-help supply services
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (the “Bank”), is pleased to confirm its agreement to the following amendments to the credit facility described in our letter of November 3, 2007 (the “Credit Facility Letter”) and to the Promissory Note dated November 13, 2007 (the “Note”), in each case as amended by Amendment No. 1 dated as of April 29, 2009. Subject to the effectiveness of this agreement in accordance with the last paragraph of this letter, the Bank confirms that the limited waiver granted to you by our letter of July 23, 2009 (as subsequently extended, the “Waiver”) shall be deemed permanent in nature on the terms of and with respect to the matters covered thereby.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 29th, 2009 • Kelly Services Inc • Services-help supply services • Michigan
THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of September 28, 2009 (this “Amendment”), is among KELLY SERVICES, INC., a Delaware corporation (the “Borrower”), KELLY PROPERTIES, LLC, a Delaware limited liability company, KELLY RECEIVABLES SERVICES, LLC, a Delaware limited liability company, KELLY SERVICES (IRELAND), LTD., a Delaware corporation, KELLY SERVICES OF DENMARK, INC., a Delaware corporation, KELLY SERVICES CIS, INC., a Delaware corporation, KELLY SERVICES (AUSTRALIA), LTD., a Delaware corporation, KELLY SERVICES (NEW ZEALAND), LTD., a Delaware corporation, KELLY STAFF LEASING, INC., a California corporation, KHCS, INC., a Delaware corporation, and KSI ACQUISITION CORPORATION, a Delaware corporation (each a “Guarantor”, and collectively, the “Guarantors”), the lenders set forth on the signature pages hereof (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. a national banking association, as administrative agent for the Lenders (in such capacity, the “Agent”).
