EXHIBIT 10.16
AMENDMENT AGREEMENT NO. 3
TO THE CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 3 (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 an increase in the amount of 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; and
WHEREAS, the parties hereto agree that this Amendment Agreement shall be
effective immediately after effectiveness of Amendment Agreement No. 2 to the
Credit Agreement dated as of May 21, 1998;
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. Effective as of the date hereof, all references appearing in the
Credit Agreement to "Interim Services (UK) PLC" shall be deleted in their
entirety and substituted in lieu thereof with references to "Michael Page
Group PLC (formerly known as Interim Services (UK) PLC."
b. The definition of "Guarantor" in SECTION 1.1 of the Credit
Agreement is hereby amended effective as of the date hereof by amending and
restating such definition in its entirety as follows:
" "Guarantor" means each of 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, de Recat Associates, Inc., Interim Career Services
Inc., Michael Page International Inc. (and such other Subsidiaries
which may become a Guarantor)."
c. 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 "$360,000,000" appearing therein and
inserting in lieu thereof the figure "$359,207,580".
d. Effective as of the date hereof, EXHIBIT A to SCHEDULE II to the
Credit Agreement is hereby deleted in its entirety and replaced in lieu
thereof with EXHIBIT A attached hereto.
e. Effective as of the date hereof, SCHEDULE 2.1 to the Credit
Agreement is hereby deleted in its entirety and replaced in lieu thereof
with SCHEDULE 2.1 attached hereto.
f. Effective as of the date hereof, SCHEDULE 7.13 to the Credit
Agreement is hereby deleted in its entirety and replaced in lieu thereof
with SCHEDULE 7.13 attached hereto.
2. SUBORDINATED INDEBTEDNESS. Each Lender consents to the issuance of up
to $210,000,000 4.5% Subordinated Convertible Notes due 2005 containing terms
and conditions similar to those set forth in Amendment Agreement No. 2 to the
Credit Agreement dated as of May 21, 1998.
3. REPRESENTATIONS AND WARRANTIES; COVENANTS.
a. 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:
(i) 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;
(ii) 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;
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(iii) 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 forces, war or acts of God or the public enemy, or cancellation
or loss of any major contracts; and
(iv) 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.
b. No later than 45 days from the date hereof, the Borrower and the
Companies agree to cause (i) all of the outstanding capital stock of each of de
Recat Associates, Inc., Interim Career Services Inc. and Michael Page
International Inc. and 65% of the outstanding capital stock of Crone Corkhill
Group PLC to be pledged to the Agent for the benefit of the Banks and (ii) the
present pledge by Michael Page Group PLC (formerly known as Interim Services
(UK) PLC) of certain of its capital stock of Michael Page Recruitment Group LTD
(formerly known as Michael Page Group PLC) to be amended to reflect the
organizational restructuring occurring with respect to such entities.
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;
b. executed Guaranty Agreements from each of de Recat Associates,
Inc., Interim Career Services Inc. and Michael Page International Inc.,
each in form and substance satisfactory to the Agent; 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.
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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 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.
[Remainder of page intentionally left blank.]
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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: Shannon C. Allen
Title: Treasurer
INTERIM SERVICES (EUROPE) INC.
By:
--------------------------------
Name: Shannon C. Allen
Title: Treasurer
MICHAEL PAGE GROUP PLC
(formerly known as Interim Services (UK) PLC)
By:
--------------------------------
Name: Roy Krause
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.
de RECAT ASSOCIATES, INC.
MICHAEL PAGE INTERNATIONAL INC.
WITNESS:
By:
--------------------------------
Name: Shannon C. Allen
Title: Treasurer
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NATIONSBANK, NATIONAL ASSOCIATION, as
Agent and Issuing Bank
By:
--------------------------------
Name: Andrew M. Airheart
--------------------------------
Title: Senior Vice President
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NATIONSBANK, NATIONAL ASSOCIATION, as a Bank
By:
--------------------------------
Name: Andrew M. Airheart
--------------------------------
Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
as Documentation Agent and as a Lender
By:
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Name:
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Title:
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THE FUJI BANK AND TRUST COMPANY,
as a Co-Agent and as a Lender
By:
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Name:
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Title:
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9
THE CHASE MANHATTAN BANK,
as a Co-Agent and as a Lender
By:
--------------------------------
Name:
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Title:
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10
FLEET NATIONAL BANK, as a Co-Agent
and as a Lender
By:
--------------------------------
Name:
--------------------------------
Title:
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11
ABN AMRO BANK NV
By:
--------------------------------
Name:
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Title:
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By:
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Name:
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Title:
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12
BANK OF MONTREAL
By:
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Name:
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Title:
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13
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By:
--------------------------------
Name:
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Title:
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14
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:
--------------------------------
Name:
--------------------------------
Title:
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15
THE SUMITOMO BANK, LIMITED
By:
--------------------------------
Name:
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Title:
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16
THE BANK OF NEW YORK
By:
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Name:
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Title:
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17
COMERICA BANK
By:
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Name:
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Title:
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18
HIBERNIA NATIONAL BANK
By:
--------------------------------
Name:
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Title:
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19
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
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Name:
--------------------------------
Title:
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20
WACHOVIA BANK, N.A.
By:
--------------------------------
Name:
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Title:
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21
LTCB TRUST COMPANY
By:
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Name: Tom Meyer
Title: Senior Vice President
22
BANK POLSKA KASA OPIEKI
By:
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Name:
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Title:
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23
BANK BUMI PUTRA MALAYSIA BERHAD
By:
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Name:
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Title:
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EXHIBIT A
SEE ATTACHED.
EXHIBIT B
SEE ATTACHED.
SCHEDULE 2.1
SEE ATTACHED.
SCHEDULE 7.13
SEE ATTACHED.