Amendment No. 2 to the Credit Agreement



 Exhibit 10.2(c) 
 EXECUTION COPY 
 AMENDMENT NO. 2 TO THE 
 CREDIT AGREEMENT 
 Dated as of January 10, 2006

 AMENDMENT NO. 2 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”) and CITIBANK, N.A., as 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, and the letter amendment thereto dated as of March 14, 2005 (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 4, hereby amended as follows: 
 (a) The definitions of “Applicable Margin”, “Applicable Percentage”, “Applicable Utilization Fee” and
“Termination Date” in Section 1.01 are amended in full to read as follows: 
 “Applicable
Margin” means (a) for Base Rate Advances, 0% per annum and (b) for Eurocurrency Rate Advances, 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

	 Level 1
 BBB+ or Baa1 or
 above
	  	0.320%
	 Level 2
 BBB or Baa2
	  	0.400%
	 Level 3
 BBB- or Baa3
	  	0.500%
	 Level 4
 BB+ or Ba1
	  	0.550%
	 Level 5
 Lower than Level 4
	  	0.875%








 “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
	  	0.080%
	 Level 2
 BBB or Baa2
	  	0.100%
	 Level 3
 BBB- or Baa3
	  	0.125%
	 Level 4
 BB+ or Ba1
	  	0.200%
	 Level 5
 Lower than Level 4
	  	0.250%

 “Applicable Utilization Fee” means, as of any calendar month
following a calendar month (the “preceding month”) in which the average aggregate principal amount of Advances outstanding during such preceding month exceeds 50% of the aggregate Commitments during such preceding month, 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
 Utilization Fee

	 Level 1
 BBB+ or Baa1 or above
	  	0.100%
	 Level 2
 BBB or Baa2
	  	0.100%
	 Level 3
 BBB- or Baa3
	  	0.125%
	 Level 4
 BB+ or Ba1
	  	0.250%
	 Level 5
 Lower than Level 4
	  	0.250%

 “Termination Date” means the earlier of (a) October 8,
2010, and (b) the date of termination in whole of the Revolving Commitments and Letter of Credit Commitments pursuant to Section 2.06 or 6.01. 
  

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 (b) Section 5.02(f) is amended by amending clause (ii) thereof in full to read as follows:

 (ii) other Debt aggregating for all of the Borrower’s Subsidiaries not more than (A) $150,000,000 at any one time
drawn and outstanding during each fiscal quarter ending March 31, June 30 and December 31 in each calendar year and (B) $300,000,000 at any one time drawn and outstanding during each fiscal quarter ending September 30
in each calendar year. 
 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, the Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment and 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, and 
 (ii) 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 

  

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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 or 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) 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. 
 (b) 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. 
 (c) 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. 
  

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 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 A. Noer

	 Title:
	 	 Vice President & Treasurer



  

			
	CITIBANK, N.A.,
	 as Agent and as Lender

		
	By	 	 /s/ William S. Timmons, III

	 Title:
	 	 Vice President



  

			
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

		
	By	 	 /s/ [illegible]

	 Title:
	 	 Vice President



  

			
	BNP PARIBAS
		
	By	 	 /s/ Gaye Plunkett

	 Title:
	 	 Vice-President

		
	 By
	 	 /s/ Jo Ellen Bender

	 Title:
	 	 Managing Director



  

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	 JPMORGAN CHASE BANK, N.A.

	 (successor by merger to Bank One, NA)

		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 Vice President



  

			
	 THE ROYAL BANK OF SCOTLAND PLC

		
	 By
	 	 /s/ Philippe Sandmeier

	 Title:
	 	 Managing Director



  

			
	 THE BANK OF TOKYO-MITSUBISHI
 UFJ, LTD. CHICAGO BRANCH

		
	 By
	 	 /s/ Tsuguyuki Umene

	 Title:
	 	 Deputy General Manager



  

			
	 BANK OF AMERICA, N.A.

		
	 By
	 	 /s/ Bryan A. Smith

	 Title:
	 	 Vice President



  

			
	 BARCLAYS BANK PLC

		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 Director, North America



  

			
	CALYON NEW YORK BRANCH
		
	By	 	 /s/ Joseph A. Philbin

	 Title:
	 	 Director

		
	 By
	 	 /s/ Lee E. Greve

	 Title:
	 	 Managing Director



  

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	 M&I MARSHALL AND ILSLEY BANK

		
	 By
	 	 /s/ Leo D. Freeman

	 Title:
	 	 Vice President

	
		
	 By
	 	 /s/ Daniel A. Defnet

	 Title:
	 	 Vice President



  

			
	 MIZUHO CORPORATE BANK, LTD.

		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 Deputy General Manager



  

			
	 SOCIETE GENERALE

		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 Vice President



  

			
	 SUMITOMO MITSUI BANKING CORPORATION

		
	 By
	 	 /s/ Yoshihiro Hyakutome

	 Title:
	 	


  

			
	 BANCA NAZIONALE DEL LAVORO S.p.A.

		
	 By
	 	 /s/ Juan Cortes

	 Title:
	 	 Relationship Manager

		
	 By
	 	 /s/ Francesco Di Mario

	 Title:
	 	 Senior Relationship Manager



  

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	NORDEA BANK FINLAND PLC, NEW YORK BRANCH
		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 SVP Credit

		
	 By
	 	 [illegible]

	 Title:
	 	 First Vice President



  

			
	 PNC BANK, NATIONAL ASSOCIATION

		
	 By
	 	 /s/ [illegible]

	 Title:
	 	 Vice President



  

			
	 UNICREDITO ITALIANO

		
	 By
	 	 /s/ Christopher J. Eldin

	 Title:
	 	 First Vice President & Deputy Manager

		
	 By
	 	 /s/ Charles Michael

	 Title:
	 	 Vice President



  

			
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By
	 	 /s/ Caroline V. Krider

	 Title:
	 	 Vice President & Senior Lender



  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By	 	/s/ Mark H. Halldorson
	Title:	 	Vice President
		
	By	 	/s/ Jennifer D. Barrett
	Title:	 	Vice President & Loan Team Manager


  

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	BANCA INTESA S.p.A.
		
	 By
	 	/s/ Frank Maffei
	 Title:
	 	Vice President


  

			
		
	 By
	 	 /s/ Anthony F. Giobbi

	 Title:
	 	 First Vice President



  

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