Exhibit 10.17
AMENDMENT AGREEMENT NO. 4
TO THE CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 4 (the "Amendment Agreement"), dated as of
October 8, 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 that the Documentation Agent, the Agent
and the Required Banks amend the Credit Agreement in the manner described
herein; and
WHEREAS, upon the terms and conditions contained herein the Documentation
Agent, the Agent and the Required Banks are willing to amend the Credit
Agreement;
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, clause
(b) of SECTION 9.5 of the Credit Agreement is hereby amended in its entirety,
effective as of the date set forth below, as follows:
"(b) the Borrower may purchase or redeem or make open market purchases
of any class of common stock in any fiscal year at an aggregate cost not to
exceed 5% of Consolidated Net Worth as at the end of such fiscal year."
2. REPRESENTATIONS AND WARRANTIES; COVENANTS. In order to induce the
Documentation Agent, the Agent and the Required 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;
(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.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of twenty-two (22) counterparts of this
Amendment Agreement duly executed by all signatories hereto.
All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.
4. 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. 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.
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5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. CREDIT AGREEMENT. All references in any of the Loan Documents to the
Credit Agreement shall mean and include the Credit Agreement as amended hereby.
11. 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.
/s/ Jon E. Crouse By: /s/ Roy G. Krause
- --------------------------- --------------------------------
Name: Roy G. Krause
/s/ James E. Japser Title: Executive Vice President/CFO
- ---------------------------
INTERIM SERVICES (EUROPE) INC.
/s/ Jon E. Crouse By: /s/ Roy G. Krause
- --------------------------- --------------------------------
Name: Roy G. Krause
/s/ James E. Japser Title: Executive Vice President/CFO
- ---------------------------
MICHAEL PAGE GROUP PLC
(formerly known as Interim Services (UK) PLC)
/s/ Jon E. Crouse By: /s/ Roy G. Krause
- --------------------------- --------------------------------
Name: Roy Krause
/s/ James E. Japser 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:
/s/ Jon E. Crouse By: /s/ Roy G. Krause
- --------------------------- --------------------------------
Name: Roy G. Krause
/s/ James E. Japser Title: Executive Vice President/CFO
- ---------------------------
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NATIONSBANK, NATIONAL ASSOCIATION, as Agent and
Issuing Bank
By: /s/ Andrew M. Airheart
-------------------------------------
Name: Andrew M. Airheart
-----------------------------------
Title: Senior Vice President
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NATIONSBANK, NATIONAL ASSOCIATION, as a Bank
By: /s/ Andrew M. Airheart
-------------------------------------
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: /s/ Gaye C. Plunkett
------------------------------------
Name: Gaye C. Plunkett
-----------------------------------
Title: Vice President
---------------------------------
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THE CHASE MANHATTAN BANK,
as a Co-Agent and as a Lender
By: /s/ Carol A. Ulmer
------------------------------------
Name: Carol A. Ulmer
----------------------------------
Title: Vice President
---------------------------------
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FLEET NATIONAL BANK, as a Co-Agent
and as a Lender
By: /s/ Dianna McCarthy
------------------------------------
Name: Dianna McCarthy
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Title: Assistant Vice President
---------------------------------
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ABN AMRO BANK NV
By: /s/ Deborah Day Olorco
------------------------------------
Name: Deborah Day Olorco
----------------------------------
Title: Vice President
---------------------------------
By: /s/ Miguel Cartullo
------------------------------------
Name: Miguel Cartullo
----------------------------------
Title: Corporate Officer
---------------------------------
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BANK OF MONTREAL
By: /s/ Brian L. Banke
------------------------------------
Name: Brian L. Banke
----------------------------------
Title: Director
---------------------------------
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By: /s/ Koichi Hasegawa
------------------------------------
Name: Koichi Hasegawa
---------------------------------
Title: Senior Vice President and
Deputy General Manager
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THE SUMITOMO BANK, LIMITED
By:
------------------------------------
Name:
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Title:
---------------------------------
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THE BANK OF NEW YORK
By: /s/ David C. Siegel
------------------------------------
Name: David C. Siegel
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Title: Vice President
---------------------------------
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COMERICA BANK
By: /s/ Martin G. Ellis
------------------------------------
Name: Martin G. Ellis
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Title: Vice President
---------------------------------
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HIBERNIA NATIONAL BANK
By: /s/ Christopher B. Pitre
------------------------------------
Name: Christopher B. Pitre
----------------------------------
Title: Vice President
---------------------------------
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Peter Stearn
------------------------------------
Name: Peter Stearn
----------------------------------
Title: Assistant Vice President
---------------------------------
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WACHOVIA BANK, N.A.
By: /s/ Patrick A. Phelan
------------------------------------
Name: Patrick A. Phelan
----------------------------------
Title: Vice President
---------------------------------
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BANK POLSKA KASA OPIEKI
By: /s/ Harvey Winter
------------------------------------
Name: Harvey Winter
----------------------------------
Title: Vice President
---------------------------------
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FIRST UNION NATIONAL BANK
By: /s/ Mary A. Morgan
------------------------------------
Name: Mary A. Morgan
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Title: Senior Vice President
---------------------------------
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