Exhibit 10



Exhibit 10.2

AMENDMENT NO. 2

Dated as of December 2, 1999

to

REVOLVING CREDIT AGREEMENT

Dated as of November 25, 1997



 

 

       THIS AMENDMENT ("Amendment") dated as of December 2, 1999 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, BANK ONE, NA, having its principal office in Chicago, Illinois (formerly known as "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 referred to below, 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", capitalized terms herein used 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 1.01 of the Credit Agreement is amended to add the following definition in the appropriate alphabetical order:
" 'Domestic Subsidiary' shall have the meaning assigned to such term in Section 6.01(i)."



1.2  Section 7.01(k) of the Credit Agreement is amended to delete the reference therein to "0.55" and to substitute therefor "0.6".

1.3  Section 7.02(a) of the Credit Agreement is amended to (1) delete the word "and" at the end of clause (vi) thereof, (2) replace the period at the end of clause (vii) thereof with "; and", and (3) add the following clause at the end thereof:
"(viii) Liens permitted by Section 7.02(h)."



1.4  Section 7.02(c) of the Credit Agreement is amended to delete clause (i) thereto in its entirety and to substitute the following therefor:
"(i) the Borrower or any Subsidiary of the Borrower may, in the ordinary course of its business, acquire all or any portion of the stock of any Person conducting business primarily in the staffing or workforce management services industry or acquire all or substantially all of the assets used in the conduct by any Person of a business primarily in the staffing or workforce management services industry (and assume the liabilities related to such assets); and".



1.5  Section 7.02(e) of the Credit Agreement is amended to delete clause (vi) thereto in its entirety and to substitute the following therefor:
"(vi) extending loans or other financial accommodations to the Borrower, any Domestic Subsidiary, Manpower France S.A.R.L., Manpower GmbH Salespower, Manpower Japan Co., Ltd., Manpower PLC, or Manpower Italia Srl and its Subsidiaries or their successors (collectively, the 'Designated Affiliates');".



1.6  Section 7.02(g) of the Credit Agreement is amended to delete the first paragraph thereof and to substitute the following therefor:
"At any time, become, or permit any of its Subsidiaries to become, subject to any document, instrument, agreement, charter, by-laws, cooperative association, consensual decree or other contractual or constitutional arrangement that has the effect (either alone or together with any other contractual or constitutional arrangements) of in any manner impairing, limiting, restricting or delaying the ability of any of its Subsidiaries (other than Ironwood Capital Corporation) to:".



1.7  Section 7.02(g) of the Credit Agreement is amended to add the following proviso at the end thereof:
"Provided, that the existence of (1) the covenants contained in Section 7.02(b) and Section 7.02(e) and (2) covenants substantially similar to Section 7.02(b), Section 7.02(e) or this Section 7.02(g) under Section 6.02 of the Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of December 2, 1999, among the Borrower, the financial institutions party thereto and Citibank, as agent, shall not constitute a violation of this Section 7.02(g)."





1.8  Section 7.02(h) of the Credit Agreement is amended to delete the phrase "Subsidiary of the Borrower's" therein and to substitute therefor "Subsidiary's".

1.9  Section 8.01(g) of the Credit Agreement is amended to delete the reference to "$500,000" therein and to substitute therefor "$5,000,000".



       SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon receipt by the Agent of (a) 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 and (b) payment from the Borrower in immediately available funds of an amount equal to the product of (i) 0.03% and (ii) the aggregate Commitments of each of the Banks on the signature pages hereof as in effect on the date hereof (the "Amendment Commitment Amount"), which amount the Agent shall allocate and forward to such Banks in accordance with each such Bank's pro rata share of the Amendment Commitment Amount.

       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.

3.3  The Borrower hereby represents and warrants that, immediately after giving effect to this Amendment, no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default shall exist.



       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                  

      Name:  Michael J. Van Handel

      Title:  Senior Vice President - 

                Chief Financial Officer and Secretary

	 	 
	 	 
	 	
CITIBANK, N.A., as Agent

	 	 
	 	
By:   /s/  Laura A. Siracuse                       

      Name:  Laura A. Siracuse

      Title:  Vice President

	 	 
	 	 
	 	
CITIBANK INTERNATIONAL, PLC,

as Euro-Agent

	 	 
	 	
By:   /s/  Laura A. Siracuse                       

      Name:  Laura A. Siracuse

      Title:  Attorney-In-Fact

	 	 
	 	 
	 	
CREDIT LYONNAIS CHICAGO BRANCH,

as Co-Agent

	 	 
	 	
By:   /s/  Lee E. Greve                            

      Name:  Lee E. Greve

      Title:  First Vice President

	 	 
	 	 
	 	
BANK ONE, NA (formerly known as "The First

National Bank of Chicago"), as Co-Agent

	 	 
	 	
By:   /s/  Jenny Gilpin                            

      Name:  Jenny A. Gilpin

      Title:  First Vice President

	 	 
	 	 
	 	
FLEET NATIONAL BANK, as Co-Agent

	 	 
	 	
By:                                               

      Name:

      Title:

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

	 	 
	 	
By:   /s/  L. E. Flori                              

      Name:  Louis E. Flori

      Title:  Vice President

	 	 
	 	 
	 	
CREDIT LYONNAIS, NEW YORK BRANCH,

as Issuing Bank

	 	 
	 	
By:   /s/  R. J. Ivosevich                          

      Name:  Robert Ivosevich

      Title:  Senior Vice President

	 	 
	 	 
	 	
CREDIT LYONNAIS, CHICAGO BRANCH

as Issuing Bank Agent

	 	 
	 	
By:   /s/  Lee E. Greve                            

      Name:  Lee E. Greve

      Title:  First Vice President

	 	 
	 	 




 

 

 

THE BANKS



CITIBANK, N.A.


 

By:   /s/  Laura A. Siracuse                 

      Name:  Laura A. Siracuse

      Title:  Vice President


 

CREDIT LYONNAIS, CHICAGO BRANCH


 

By:   /s/  Lee E. Greve                      

      Name:  Lee E. Greve

      Title:  First Vice President


 

BANK ONE, NA (formerly known as

"The First national Bank of Chicago")


 

By:   /s/  Jenny Gilpin                      

      Name:  Jenny A. Gilpin

      Title:  First Vice President


 

FLEET NATIONAL BANK


 

By:                                         

      Name:

      Title:


 

MELLON BANK, N.A.


 

By:   /s/  L. E. Flori                        

      Name:  Louis E. Flori

      Title:  Vice President


 

BANQUE NATIONALE DE PARIS


 

By:   /s/  Arnaud Collin du Bocage         

      Name:  Arnaud Collin du Bocage

      Title:  E.V.P. and General Manager


 

WACHOVIA BANK, N.A.


 

By:   /s/  B. Brantley Echols               

      Name:  B. Brantley Echols

      Title:  Senior Vice President


 

THE BANK OF NOVA SCOTIA (For Advances

denominated in Dollars and for Facility Letters of Credit)


 

By:   /s/  M. D. Smith                     

      Name:  M. D. Smith

      Title:  Agent Operations


 

SCOTIABANK EUROPE PLC (For Advances

denominated in any Alternate Currency)


 

By:   /s/  J. M. Copley                      

      Name:  J. M. Copley

      Title:  Authorised Signatory


 

THE BANK OF TOKYO-MITSUBISHI, LTD.

CHICAGO BRANCH


 

By:   /s/  Hisashi Miyashiro                

      Name:  Hisashi Miyashiro

      Title:  Deputy General Manager


 

THE DAI-ICHI KANGYO BANK, LTD.,

CHICAGO BRANCH


 

By:   /s/  Nobuyasu Fukatsu                

      Name:  Nobuyasu Fukatsu

      Title:  General Manager


 

FIRSTAR BANK MILWAUKEE, N.A.


 

By:   /s/  R. Bruce Anthony                

      Name:  R. Bruce Anthony

      Title:  Assistant Vice President


 

M&I MARSHALL & ILSLEY BANK


 

	
By:   /s/  Thomas F. Bickelhaupt           

      Name:  Thomas F. Bickelhaupt

      Title:  Vice President
	
and
	
By:   /s/  Gina A. Peter                

      Name:  Gina A. Peter

      Title:  Senior Vice President





 

THE SAKURA BANK, LIMITED


 

By:                                        

      Name:

      Title:


 

SUNTRUST BANK, CENTRAL FLORIDA,

NATIONAL ASSOCIATION


 

By:   /s/  Philip Potter                     

      Name:  Philip Potter

      Title:  Officer


 

TORONTO DOMINION (TEXAS), INC.


 

By:                                        

      Name:

      Title:


 

PARIBAS


 

	
By:   /s/  Karen E. Coons                  

      Name:  Karen E. Coons

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

      Name:  Ann B. McAloon

      Title:  Vice President