Exhibit 10



Exhibit 10.1

AMENDMENT

Dated as of November 24, 1998

to

REVOLVING CREDIT AGREEMENT

Dated as of November 25, 1997



 

       THIS AMENDMENT ("Amendment") dated as of November 24, 1998 is entered into among:

	 	
(1)
	
MANPOWER INC., a Wisconsin corporation (the "Borrower"),

	 	
(2)
	
the banks (the "Banks") listed on the signature pages hereof,

	 	
(3)
	
CREDIT LYONNAIS CHICAGO BRANCH, THE FIRST NATIONAL BANK OF CHICAGO, FLEET NATIONAL BANK and MELLON BANK, N.A. as co-agents for the Banks (the "Co-Agents"),

	 	
(4)
	
CREDIT LYONNAIS NEW YORK BRANCH as the initial issuing bank in respect of "Facility Letters of Credit" (the "Issuing Bank"), and CREDIT LYONNAIS CHICAGO BRANCH as an agent for such Issuing Bank (the "Issuing Bank Agent"), under the Credit Agreement referred to below,

	 	
(5)
	
CITIBANK INTERNATIONAL PLC as agent (the "Euro-Agent") for the Banks in connection with certain of the "Eurocurrency Advances" made under the Credit Agreement, and

	 	
(6)
	
CITIBANK, N.A. ("Citibank") as agent (the "Agent") for the Banks and the Issuing Banks under the Credit Agreement referred to below.





       PRELIMINARY STATEMENT.  The Borrower, certain of the Banks, the Co-Agents, the Issuing Bank, the Issuing Bank Agent, the Euro-Agent and the Agent have entered into a Revolving Credit Agreement dated as of November 25, 1997 (as amended prior to the date hereof, the "Credit Agreement", the terms defined therein being used herein as therein defined unless otherwise defined herein).  The Borrower has requested that the Credit Agreement be amended as hereinafter set forth.  The parties to the Credit Agreement are, on the terms and conditions stated below, agreeable to granting the request of the Borrower.

       SECTION 1.  Amendment.  The parties to the Credit Agreement hereby agree, effective the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, to the following amendments:

       1.1     Section 7.02(d) of the Credit Agreement is amended to delete the last sentence thereof in its entirety.

       1.2     Section 7.02(e) is amended to delete, in clause (vii) thereof, the amount "$50,000,000" and to substitute the following amount therefor:

       "$100,000,000"

       1.3     Section 7.02 of the Credit Agreement is further amended to add the following provision as new subsection (h) thereof:

       "(h)  Securitization Facilities.  At any time sell, assign or otherwise dispose of all or any material portion of the Borrower's or any Subsidiary of the Borrower's accounts receivable, lease receivables or other rights to receive payment or income (any of the foregoing being a "Receivable"); provide that notwithstanding anything contained in Section 7.02 to the contrary, the Borrower or any of its Subsidiaries may enter into one or more agreements contemplating the sale, assignment or other transfer of its Receivables, whether constituting a "true sale" or secured financing for accounting, tax or any other purpose (each, a "Receivables Purchase Agreement"), so long as (i) the aggregate outstanding investment or claims held at any time by purchasers, assignees or other transferees of (or of interests in) Receivables under Receivables Purchase Agreements shall not exceed an amount equal to $500,000,000 and (ii) each sale, assignment or other transfer effected under or in connection with a Receivables Purchase Agreement shall be effected on a non-recourse or limited recourse basis."

       SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon receipt by the Agent of counterparts of this Amendment executed by the Borrower, such number of Banks as comprise the Majority Banks and the Issuing Bank or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Amendment.

       SECTION 3.  Covenants, Representations and Warranties of the Borrower.

       3.1     Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.

       3.2     The Borrower hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

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

       4.1     Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

       4.2     Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

       4.3     The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank, the Issuing Bank, any Co-Agent, the Issuing Bank Agent, the Euro-Agent or the Agent under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

       SECTION 5.  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 and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

       SECTION 6.  Governing Law.  This Amendment shall be governed by and construed in accordance with the internal laws (as distinguished from the conflicts of laws rules) of the State of New York.

       SECTION 7.  Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

       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/  Michael J. Van Handel                  

      Title:  Senior Vice President and Chief

                Financial Officer

	 	 
	 	 
	 	
CITIBANK, N.A., as Agent

	 	 
	 	
By:   /s/  Laura A. Siracuse                       

      Vice President

	 	 
	 	 
	 	
CITIBANK INTERNATIONAL PLC,

as Euro-Agent

	 	 
	 	
By:   /s/  David F. Bassett                         

      Title:  Vice President

	 	 
	 	 
	 	
CREDIT LYONNAIS CHICAGO BRANCH,

as Co-Agent

	 	 
	 	
By:   /s/  Lee E. Greve                            

      Title:  First Vice President

	 	 
	 	 
	 	
THE FIRST NATIONAL BANK OF CHICAGO,

as Co-Agent

	 	 
	 	
By:   /s/  Randall Taylor                          

      Title:  First Vice President

	 	 
	 	 
	 	
FLEET NATIONAL BANK, as Co-Agent

	 	 
	 	
By:   /s/  Deborah Lawrence                       

      Title:  Senior Vice President

	 	 
	 	 
	 	
MELLON BANK, N.A., as Co-Agent

	 	 
	 	
By:   /s/  Charles N. Stewart                      

      Title:  First Vice President

	 	 
	 	 
	 	
CREDIT LYONNAIS, NEW YORK BRANCH,

as Issuing Bank

	 	 
	 	
By:   /s/  R. J. Ivosevich                          

      Title:  Senior Vice President

	 	 
	 	 
	 	
CREDIT LYONNAIS, CHICAGO BRANCH,

as Issuing Bank Agent

	 	 
	 	
By:   /s/  Lee E. Greve                            

      Title:  First Vice President





 

 

 

THE BANKS



CITIBANK, N.A.


 

By:   /s/  Laura A. Siracuse                 

      Title:  Vice President


 

CREDIT LYONNAIS, CHICAGO BRANCH


 

By:   /s/  Lee E. Greve                      

      Title:  First Vice President


 

THE FIRST NATIONAL BANK OF CHICAGO


 

By:   /s/  Randall Taylor                     

      Title:  First Vice President


 

FLEET NATIONAL BANK


 

By:   /s/  Deborah Lawrence                 

      Title:  Senior Vice President


 

MELLON BANK, N.A.


 

By:   /s/  Charles N. Stewart                 

      Title:  First Vice President


 

BANQUE NATIONALE DE PARIS


 

By:   /s/  Arnaud Collin du Bocage          

      Title:  EVP and General Manager


 

WACHOVIA BANK, N.A.


 

By:   /s/  Todd J. Eagle                      

      Title:  Vice President


 

BANC ONE, WISCONSIN


 

By:   /s/  [signature]                         

      Title:  Vice President


 

THE BANK OF NOVA SCOTIA (For Advances

denominated in Dollars and for Facility Letters of Credit)


 

By:                                            

      Title:


 

SCOTIABANK EUROPE PLC (For Advances

denominated in any Alternate Currency)


 

By:                                             

      Title:


 

THE BANK OF TOKYO-MITSUBISHI, LTD.

CHICAGO BRANCH


 

By:   /s/  Hajime Watanabe                     

      Title:  Deputy General Manager


 

THE DAI-ICHI KANGYO BANK, LTD.,

CHICAGO BRANCH


 

By:   /s/  N. Fukatsu                            

      Title:  Vice President


 

FIRSTAR BANK MILWAUKEE, N.A.


 

By:   /s/  R. Bruce Anthony                     

      Title:  Assistant Vice President


 

M&I MARSHALL & ILSLEY BANK


 

By:   /s/  [signature]                            

      Title:  Vice President


 

THE SAKURA BANK, LIMITED


 

By:   /s/  Yasumasa Kikuchi                    

      Title:  Senior Vice President


 

SUNTRUST BANK, CENTRAL FLORIDA,

NATIONAL ASSOCIATION


 

By:   /s/  [signature]                            

      Title:  Vice President


 

TORONTO DOMINION (TEXAS), INC.


 

By:   /s/  Carol Brandt                          

      Title:  Vice President


 

PARIBAS


 

	
By:   /s/  Karen E. Coons                         

      Title:  Vice President
	
By:   /s/  Ann B. McAloon               

      Vice President