exhibit_10-1.htm


    

      Exhibit
10.1

       

      


       

      AMENDMENT
NO. 4 TO THE CREDIT
AGREEMENT

       

       Dated
as of October 16, 2009

       

      AMENDMENT NO. 4 TO THE CREDIT
AGREEMENT among MANPOWER INC., a Wisconsin corporation (the “Borrower”), the
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the “Lenders”), BNP
PARIBAS, as syndication agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF SCOTLAND
PLC and ING BANK N.V., as documentation agents, CITIGROUP GLOBAL MARKETS INC.
and BNP PARIBAS SECURITIES CORP., as joint lead arrangers and joint book
managers, and CITIBANK, N.A., as administrative agent (the “Agent”) for the
Lenders.

       

      PRELIMINARY
STATEMENTS:

       

      (1)           The
Borrower, the Lenders and the Agent have entered into a Five Year Credit
Agreement dated as of October 8, 2004, the letter amendment thereto dated as of
March 14, 2005, Amendment No. 2 dated as of January 10, 2006 and Amendment No. 3
dated as of November 16, 2007 (such Credit Agreement, as so amended, the “Credit
Agreement”).  Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit
Agreement.

       

      (2)           The
Borrower and the Lenders have agreed to further amend the Credit Agreement as
hereinafter set forth.

       

      SECTION
1. Amendments to Credit
Agreement

       

      .  The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby
amended as follows:

       

      (a) The
definitions of “Applicable Margin”,
“Applicable
Percentage”, “Consolidated EBITDA”
and “Public Debt
Rating” in Section 1.01 are amended in full to read as
follows:

       

      “Applicable Margin”
means, as of any date, a percentage per annum determined by reference to the
Public Debt Rating in effect on such date as set forth below:

      


      
        	
                Public
      Debt Rating

                S&P/Moody’s

              	 	
                Applicable
      Margin for

                Eurocurrency
      Rate Advances

              	 	 	
                Applicable
      Margin for Base Rate Advances

              	 
	
                Level 1

                BBB+
      or Baa1 or above

              	 	 	2.250	%	 	 	1.250	%
	
                Level 2

                BBB
      or Baa2

              	 	 	2.425	%	 	 	1.425	%
	
                Level 3

                BBB-
      or Baa3

              	 	 	2.550	%	 	 	1.550	%
	
                Level 4

                BB+
      or Ba1

              	 	 	2.900	%	 	 	1.900	%
	
                Level 5

                Lower
      than Level 4

              	 	 	3.250	%	 	 	2.250	%


      

      


       

      
        
          

        

      

      “Applicable
Percentage” means, as of any date a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth
below:

      


      
        	
                Public
      Debt Rating

                S&P/Moody’s

              	 	
                Applicable

                Percentage

              	 
	
                Level 1

                BBB+
      or Baa1 or above

              	 	 	0.250	%
	
                Level 2

                BBB
      or Baa2

              	 	 	0.325	%
	
                Level 3

                BBB-
      or Baa3

              	 	 	0.450	%
	
                Level 4

                BB+
      or Ba1

              	 	 	0.600	%
	
                Level 5

                Lower
      than Level 4

              	 	 	0.750	%


      

      


      “Consolidated EBITDA”
means, for any period, the sum of the amounts for such period of (i)
Consolidated Operating Profit of the Borrower and its Consolidated Subsidiaries
for such period, determined in accordance with GAAP, plus (ii) the sum of the
following amounts for such period, in each case to the extent the same shall
have been deducted in the calculation of such Consolidated Operating Profit for
such period: (A) amortization, (B) depreciation, (C) non-cash restructuring or
impairment charges reported by the Borrower in respect of, or otherwise
allocated to, such period, and (D) cash restructuring charges in an amount not
to exceed (x) $5,000,000 for the year ended December 31, 2009, $15,000,000 for
the year ended December 31, 2010 and $10,000,000 for the year ended December 31,
2011, minus (iii) to the extent the same shall have been included in the
calculation of Consolidated Operating Profit for such period, any extraordinary,
or unusual and non-recurring gains (or plus any extraordinary, or unusual and
non-recurring, losses) calculated pursuant to GAAP for such period.

       

      “Public Debt Rating”
means, as of any date, the rating that has been most recently announced by
either S&P or Moody’s, as the case may be, for any class of non-credit
enhanced long-term senior unsecured debt issued by the Borrower or, if either
such rating agency shall have issued more than one such rating, the lowest such
rating issued by such rating agency.  For purposes of the foregoing,
(a) if only one of S&P and Moody’s shall have in effect a Public Debt
Rating, the Applicable Margin and the Applicable Percentage shall be determined
by reference to the available rating; (b) if neither S&P nor Moody’s
shall have in effect a Public Debt Rating, the Applicable Margin and the
Applicable Percentage will be set in accordance with Level 4 under the
definition of “Applicable Margin” or
“Applicable
Percentage “, as the case may be; (c) if the ratings established by
S&P and Moody’s shall fall within different levels, the Applicable Margin
and the Applicable Percentage shall be based upon the higher rating, unless the
ratings shall fall within levels that are separated by two or more levels, in
which case the Applicable Margin and the Applicable Percentage shall be based
upon the rating that is one level above the lower rating; (d) if any rating
established by S&P or Moody’s shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the
rating agency making such change; and (e) if S&P or Moody’s shall
change the basis on which ratings are established, each reference to the Public
Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to
the then equivalent rating by S&P or Moody’s, as the case may
be.

       

      (b) The
definition of “Applicable Utilization Fee” in Section 1.01 is deleted in
full.

       

      (c) Section
2.05(b) is amended by deleting the phrase “plus the Applicable Utilization Fee,
if any”.

       

      (d) Section
2.08(a)(i) is amended by deleting the phrase “plus (z) the
Applicable Utilization Fee, if any, in effect form time to time”.

       

      (e) Section
2.08(a)(ii) is amended by deleting the phrase “plus (z) the
Applicable Utilization Fee, if any, in effect form time to time”.

       

      (f) Section
2.19(a) is amended by deleting the figure “$1,000,000,000” and replacing it with
the figure “$400,000,000”.

       

      (g) Section
5.03 is amended in full to read as follows:

       

      
        
          

        

      

      SECTION
5.03.  Financial
Covenants.  So long as any Advance shall remain unpaid or any
Lender Party shall have any Commitment hereunder or any Letter of Credit shall
be outstanding, the Borrower will:

       

      (a)           Leverage
Ratio.  Maintain a ratio of Consolidated Adjusted Debt to
Consolidated EBITDA as of the end of each fiscal quarter, in respect of the
four-quarter period then ended, of not greater than the ratio set opposite each
fiscal quarter set forth below:

       

      
        	
                Fiscal Quarter
      Ending

              	
                Ratio

              
	
                September
      30, 2009

              	
                3.25
      : 1.00

              
	
                December
      31, 2009

              	
                5.25
      : 1.00

              
	
                March
      31, 2010

              	
                5.75
      : 1.00

              
	
                June
      30, 2010

              	
                6.00
      : 1.00

              
	
                September
      30, 2010

              	
                5.75
      : 1.00

              
	
                December
      31, 2010

              	
                5.25
      : 1.00

              
	
                March
      31, 2011

              	
                4.50
      : 1.00

              
	
                June
      30, 2011

              	
                3.75
      : 1.00

              
	
                September
      30, 2011 and thereafter

              	
                3.25
      : 1.00

              


      

      


       

      (b)           Fixed Charge Coverage
Ratio.  Maintain a ratio of (i) the sum of Consolidated EBITDA
plus Consolidated Rental Expense to (ii) the sum of Consolidated Interest
Expense and Consolidated Rental Expense as of the end of each fiscal quarter, in
respect of the four-quarter period then ended, of not less than the ratio set
opposite each fiscal quarter set forth below:

       

      
        	
                Fiscal Quarter
      Ending

              	
                Ratio

              
	
                September
      30, 2009

              	
                1.50
      : 1.00

              
	
                December
      31, 2009 through March 31, 2011

              	
                1.25
      : 1.00

              
	
                June
      30, 2011

              	
                1.35
      : 1.00

              
	
                September
      30, 2011

              	
                1.50
      : 1.00

              
	
                December
      31, 2011

              	
                1.75
      : 1.00

              
	
                March
      31, 2012 and thereafter

              	
                2.00
      : 1.00

              


      

      


       

      (h) Section
8.02 is amended by deleting the address “5301 North Ironwood Road, Milwaukee,
Wisconsin 53217” and substituting therefor the address “100 Manpower Place,
Milwaukee, Wisconsin 53212”.

       

      
        
          

        

      

      SECTION
2. Conditions of
Effectiveness

       

      .  This
Amendment shall become effective as of the date first above written (the “Amendment Effective
Date”) when, and only when, (x) the Agent shall have received
counterparts of this Amendment executed by the Borrower and the Required Lenders
or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Amendment, (y) the Borrower shall have delivered notice to the
Agent in accordance with Section 2.06 of the Credit Agreement to reduce the
aggregate Commitments ratably to an amount not to exceed $400,000,000 (each of
the Lenders party to this Amendment hereby waive the three Business Days notice
requirement of said Section 2.06) and (z) the Agent shall have additionally
received all of the following documents, each such document (unless otherwise
specified) dated the date of receipt thereof by the Agent (unless otherwise
specified) and in sufficient copies for each Lender, in form and substance
satisfactory to the Agent (unless otherwise specified) and in sufficient copies
for each Lender:

       

      (a)           A
certificate signed by a duly authorized officer of the Borrower, dated the
Amendment Effective Date, stating that:

       

      (i)           The
representations and warranties contained in Section 4.01 of the Credit
Agreement are correct on and as of the Amendment Effective Date; provided, that for
purposes of this Amendment and the certificate the date “December 31, 2003” in
the last sentence of Section 4.01(e) shall be deemed to refer to the date
“December 31, 2008”, and

       

      (ii)           After
giving effect to this Amendment, no event has occurred and is continuing that
constitutes a Default.

       

      (b)           Certified
copies of the resolutions of the Board of Directors of the Borrower approving
this Amendment, and of all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Amendment.

       

      (c)           A
certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower
authorized to sign this Amendment and the other documents to be delivered
hereunder.

       

      (d)           A
favorable opinion of Godfrey & Kahn, S.C., counsel for the Borrower,
substantially in the form of Exhibit E to the Credit Agreement and as to
such other matters as any Lender Party through the Agent may reasonably
request.

       

      SECTION
3. Representations and
Warranties of the Borrower

       

        The
Borrower represents and warrants as follows:

       

      (a) The
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the State of Wisconsin.

       

      (b) The
execution, delivery and performance by the Borrower of this Amendment and the
Credit Agreement, as amended hereby, are within the Borrower’s corporate powers,
have been duly authorized by all necessary corporate action and do not
contravene (i) the Borrower’s charter or by-laws or (ii) law or any
contractual restriction binding on or affecting the Borrower.

       

      (c) No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery or performance by the Borrower of this
Amendment or the Credit Agreement, as amended hereby, to which it is or is to be
a party.

       

      (d) This
Amendment has been duly executed and delivered by the Borrower.  This
Amendment and the Credit Agreement, as amended hereby, are legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms.

       

      (e) There is
no pending or, to the knowledge of the Borrower, threatened action, suit,
investigation, litigation or proceeding, including, without limitation, any
Environmental Action, affecting the Borrower or any of its Subsidiaries before
any court, governmental agency or arbitrator that (i) is reasonably likely
to have a Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Amendment or the Credit Agreement, as amended
hereby.

       

      SECTION
4. Reference to and Effect on
the Credit Agreement and the Notes

       

      .  (a)  The
parties to this Amendment acknowledge and agree that the Lenders parties to this
Amendment are the only Lenders parties to the Credit Agreement after giving
effect to this Amendment.

       

      (b) On and
after the effectiveness of this Amendment, 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 Notes 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.

       

      (c) The
Credit Agreement and the Notes, as specifically amended by this
Amendment,  are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.

       

      (d) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement, nor constitute a waiver of
any provision of the Credit Agreement.

       

      SECTION
5. Costs and
Expenses

       

      .  The
Borrower agrees to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with the
terms of Section 8.04 of the Credit Agreement.

       

      SECTION
6. Execution in
Counterparts

       

      .  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.

       

      SECTION
7. Governing
Law

       

      .  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.

       


      
         

        
          
            

          

        

         

      

      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

       

      MANPOWER
INC.

       

      By           /s/Lesley
Noer                                           

      Title:           Vice
President & Treasurer

       

      CITIBANK,
N.A.,

      as Agent
and as Lender

       

      By           /s/Maureen P.
Maroney                                           

      Title:           Authorized
Signatory

       

      BNP PARIBAS

       

      By           /s/Nader
Tannous                                           

      Title:           Vice
President

       

      By           /s/Michael
Pearce                                           

      Title:           Vice
President

       

      ING BANK N.V.

       

      By           /s/C.A.J.A.
Oudemans                                           

      Title:           Director

       

      By           /s/M.
Lenart                                           

      Title:           Vice
President

       

      JPMORGAN CHASE BANK, N.A.

       

      By           /s/Suzanne
Ergastolo                                           

      Title:           Vice
President

       

      THE ROYAL BANK OF SCOTLAND
PLC

       

      By           /s/L. Peter
Yetman                                           

      Title:           Senior
Vice President

       

      BANK OF AMERICA, N.A.

       

      By           /s/Phillip
Lynch                                           

      Title:           Vice
President

       

      BARCLAYS BANK PLC

       

      By           /s/John
Davey                                           

      Title:           Director

       

      
        	
                 
      

              	
                THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., formerly The Bank of Tokyo-Mitsubishi,
      Ltd., Chicago Branch

              


      

       

      By           /s/Victor
Pierzchalski                                           

      Title:           Authorized
Signatory

       

      CALYON
NEW YORK BRANCH

       

      By           /s/Joseph A.
Philbin                                           

      Title:           Director

       

      By           /s/Blake
Wight                                           

      Title:           Managing
Director

       

      MIZUHO
CORPORATE BANK, LTD.

       

      By           /s/Toru
Inoue                                           

      Title:           Deputy
General Manager

       

      SOCIETE GENERALE

       

      By           /s/Laurence
Guguen                                           

      Title:           Vice
President Senior Credit Analyst

       

      SUMITOMO
MITSUI BANKING CORPORATION

       

      By           /s/Yasuhiko
Imai                                           

      Title:           Senior
Vice President

       

      U.S. BANK NATIONAL
ASSOCIATION

       

      By           /s/Matthew J.
Schulz                                           

      Title:           Vice
President

       

      
        	
                 
      

              	
                BAYERISCHE
      HYPO-UND VEREINSBANK AG, NEW YORK
BRANCH

              


      

       

      By           /s/Kimberly
Sousa                                           

      Title:           Director

       

      By           /s/Fabienne
Lelievre                                           

      Title:           Director

       

      M&I
MARSHALL AND ILSLEY BANK

       

      By           /s/Karen
Diatta                                           

      Title:           Assistant
Vice President

       

      By           /s/Leo D.
Freeman                                           

      Title:           Senior
Vice President

       

      NORDEA
BANK FINLAND PLC, NEW YORK BRANCH

       

      By           /s/Gerald E. Chellus,
Jr.                                           

      Title:

       

      By           /s/Lars
Wallin                                           

      Title:

       

      INTESA
SANPAOLO S.p.a.

       

      By           /s/Robert
Wurster                                           

      Title:           Senior
Vice President

       

      
        By           /s/Franceso
DiMario                                          

        Title:           First
Vice President