0001437749-13-015968 Sample Contracts

ANNEX A KELLY SERVICES, INC. THE FOREIGN SUBSIDIARY BORROWERS
Assignment Agreement • December 13th, 2013 • Kelly Services Inc • Services-help supply services • Michigan

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 31, 2011, 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”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 13th, 2013 • Kelly Services Inc • Services-help supply services • Michigan

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 11, 2013 (this “Amendment”), is among KELLY SERVICES, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors set forth on the signature pages hereof, 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”).

RECEIVABLES PURCHASE AGREEMENT AMENDMENT No. 4
Receivables Purchase Agreement • December 13th, 2013 • Kelly Services Inc • Services-help supply services

This RECEIVABLES PURCHASE AGREEMENT AMENDMENT No. 4 (this “Amendment”), dated as of December 11, 2013, among Kelly Receivables Funding, LLC, as Seller, Kelly Services, Inc., as Servicer, PNC Bank, National Association (“PNC”), as Purchaser Agent for the PNC Bank Purchaser Group, as Related Committed Purchaser, as LC Bank, as an LC Participant, as Administrator for each Purchaser Group (in such capacity, the “Administrator”), to RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”), dated as of December 4, 2009, among Seller, Servicer, the various Purchasers and Purchaser Agents from time to time party thereto, LC Bank, LC Participant, and Administrator.

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