AMENDMENT NO. 2
CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 24, 1998
(this "Amendment No. 2"), 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 certain Credit Agreement,
dated as of August 9, 1996, as amended by Amendment No. 1, dated as of August
27, 1997 (the "Credit Agreement").
B. The Borrower has requested that the Credit Agreement be
amended as set forth herein, and certain requirements under the Credit Agreement
be waived, as specified herein, and the Banks have agreed to such amendment and
waiver, subject to the terms and conditions of this Amendment No. 2.
C. Any capitalized terms used herein and not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1.
AMENDMENTS TO CREDIT AGREEMENT
The amendments set forth in this Amendment No. 2 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 No. 2 are hereby incorporated by reference into the Credit Agreement
as if such terms were set forth in full therein.
Section 1.1. "Schedule 6.10" to the Credit Agreement is hereby amended
by adding new paragraph d. immediately following and below the last sentence of
paragraph c. under the heading "2) Long Term Debt:", which new paragraph d.
shall be and read in its entirety as follows:
"d. The issuance by Olsten International B.V., a corporation
organized and existing under the laws of the Netherlands and a
wholly-owned subsidiary of the Borrower ("Olsten B.V.") of up to
$US 300,000,000 principal amount due on a date which is not less
than seven years, but not more than twelve years from the date of
issuance thereof (the "Olsten B.V. Notes"), of which up to $US
200,000,000 shall be denominated in French Francs and underwritten
by Credit Lyonnais, as lead manager and up to $US 100,000,000
shall be denominated in Deutsche Marks and underwritten by SBC
Warburg Dillon Read Inc., as lead manager."
Section 1.2. Schedule 6.10 to the Credit Agreement is further amended
by adding a new paragraph c. immediately following and below the last sentence
of paragraph b. under the heading "3) Guarantees:" which new paragraph c. shall
be and read in its entirety as follows:
"c. Unconditional guarantee by the Borrower of the payment
obligations of Olsten B.V. with respect to the Olsten B.V. Notes."
Section 1.3. Section 8.3(a) of the Credit Agreement is hereby amended
by adding a new subclause (vii) immediately following and below clause (a)(vi)
thereof, and immediately above clause (b), which new subclause (vii) shall be
and read in its entirety as follows:
"(vii) the repurchase of shares by Borrower of its issued and
outstanding Common Stock, par value $.10 per share, in an amount
up to $US 100,000,000, provided, however, that such share
repurchase does not result in a Default or an Event of Default
hereunder, including without limitation, Article 9 hereof."
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 December 28, 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. To induce the Banks and the Agent to enter into this
Amendment No. 2 and to continue to make advances to the Borrower pursuant to the
Credit Agreement, as amended hereby, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms hereof, there
exists (i) no Event of Default (or any event which, with the giving of notice or
the passage of time, or both, would constitute an Event of Default); and (ii) no
right of offset, defense, counterclaim, claim or objection in favor of the
Borrower arising out of or with respect to any of the Obligations.
Section 2.3. The Borrower has the corporate power and authority to
enter into, perform and deliver this Amendment No. 2 and any other documents,
instruments, agreements or other writings to be delivered in connection
herewith. This Amendment No. 2 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 No. 2 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 No. 2, or any other agreements, instruments or
documents to be executed and/or delivered in connection herewith or pursuant
hereto.
ARTICLE 3.
MISCELLANEOUS
Section 3.1. This Amendment No.2 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 No. 2 by signing any
such counterpart.
Section 3.2. This Amendment No.2 shall be effective when, and only
when, the Agent shall have received counterparts of this Amendment No. 2
executed by the Borrower and each of the Banks.
Section 3.3. This Amendment No.2 shall be governed by, and interpreted
and construed in accordance with, the laws of the State of New York (without
giving effect to the conflict of laws provisions thereof).
Section 3.4. On and after the effective date of this Amendment No. 2,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Facility Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended by this Amendment No. 2.
The Credit Agreement, as amended by this Amendment No. 2, is and shall continue
to be in full force and effect and is hereby in all respects ratified and
confirmed.
Section 3.5. The Borrower agrees to take such further actions as the
Agent shall reasonably request in connection herewith to evidence the amendments
herein contained to the Credit Agreement.
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:/s/ Laurin L. Laderoute, Jr.
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Name: Laurin L. Laderoute, Jr.
Title: Vice President
THE CHASE MANHATTAN BANK, as
Agent and a Bank
By:/s/ Sallyanne K. Ballweg
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Name: Sallyanne K. Ballweg
Title: Vice President
NATIONSBANK, N.A.
By:/s/ Michael Sylvester
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Name: Michael Sylvester
Title: Vice President
WELLS FARGO BANK, N.A.
By:/s/ Frieda Youlios and Judy A. Vodhanel
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Name:Frieda Youlios and Judy A. Vodhanel
Title: Vice President and Vice President
DRESDNER BANK AG, New York Branch
and Grand Cayman Branch
By:/s/ A. Nesi
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Name: A. Nesi
Title: Vice President
By:/s/ Felix K. Camacho
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Name: Felix K. Camacho
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK
By:/s/ John J. Wedemeyer
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Name: John J. Wedemeyer
Title: Sr. Vice President
FLEET BANK, NATIONAL ASSOCIATION
By:/s/ Philip A. Davi
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Name: Philip A. Davi
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By:/s/ Vladimir Labun
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Name: Vladimir Labun
Title: First Vice President - Manager
EUROPEAN AMERICAN BANK
By:/s/ Richard Romano
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Name: Richard Romano
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By:/s/ Marianne T. Meil
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Name: Marianne T. Meil
Title: Vice President
MARINE MIDLAND BANK
By:/s/ Robin M. Coleman
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Name: Robin M. Coleman
Title: Vice President
THE BANK OF NEW YORK
By:/s/ Russell A. Burr
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Name: Russell A. Burr
Title: Senior Vice President