<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-K
------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934: For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-10686
MANPOWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1672779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 961-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange on
Title of each class which registered
------------------- ----------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant was $3,228,997,478 as of February 17, 1998. As of February 17,
1998, there were 80,599,001 of the registrant's shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part I and Part II incorporate information by reference to the Annual
Report to Shareholders for the fiscal year ended December 31, 1997. Part III is
incorporated by reference from the Proxy Statement for the Annual Meeting of
Shareholders to be held on April 23, 1998.
===============================================================================
<PAGE> 2
PART I
Item 1. BUSINESS
Introduction and History
Manpower Inc. (the "Company") is the largest non-governmental
employment services organization in the world,(1) based on systemwide sales,(2)
with over 2,700 offices in 48 countries. The Company's largest operations,
based on revenues, are located in the United States, France and the United
Kingdom. The Company is primarily engaged in temporary staffing services,
contract services and training and testing of temporary and permanent workers.
The Company provides employment services to a wide variety of customers, none
of which individually comprise a significant portion of revenues within a given
geographic region or for the Company as a whole. Unless the context requires
otherwise, references to the Company include its subsidiaries.
The Company was organized in 1991 as a holding company to acquire
Manpower International Inc. ("Manpower"). Manpower, subsequently renamed
Manpower Wisconsin Inc., was the primary operating subsidiary of the Company
until June 30, 1996, when it was merged into the Company. The predecessor of
Manpower was organized in 1948 and its shares were listed on the New York Stock
Exchange (the "NYSE") in 1962.
The Company's principal executive offices are located at 5301 North
Ironwood Road, Milwaukee, Wisconsin 53217 (telephone: 414-961-1000).
THE COMPANY'S OPERATIONS - MANPOWER
United States
In the United States, the Company's operations are carried out through
both branch (i.e., Company-owned) and franchise offices. The Company had 671
branch and 455 franchise offices in the United States at December 31, 1997. The
Company provides a number of central support services to its branches and
franchises which enable it to maintain consistent service quality throughout the
United States regardless of whether an office is a branch or franchise. The
Company has developed a comprehensive system of assessment/selection, training
and quality assurance for its temporary staffing operations. All
assessment/selection, training and support materials are designed and produced
by the Company for both branches and franchises. In addition, the Company
conducts a series of training classes for all employees of both branches and
franchises, including training classes for service representatives and branch
managers, at its Milwaukee headquarters. The Company provides customer invoicing
and payroll processing of its temporary employees for all branch offices and
virtually all franchise offices through its Milwaukee headquarters.
The Company's franchise agreement provides the franchisee with the
right to use the Manpower(R) service mark and associated marks in a specifically
defined exclusive territory. U.S. franchise fees range from 2-3% of franchise
sales. The Company's franchise agreement provides that in the event of a
proposed sale of a franchise to a third party, the Company has the right to
repurchase the franchise at the same price and on the same terms as proposed by
the third party. The Company frequently exercises this right and intends to
continue to do so in the future if opportunities arise with appropriate prices
and terms.
In the United States, the Company's operations are primarily related to
providing temporary employment services. During 1997, approximately 41% of the
Company's United States temporary help revenues were derived from placing office
staff, 41% from placing industrial staff and 18% from placing technical and
information technology staff.
- ----------
(1) Based on publicly available information, including annual reports to
shareholders, filings with governmental agencies and investment analyst reports.
(2) Systemwide sales of the Company includes total sales of Company-owned
branches and franchises.
<PAGE> 3
France
The Company is the second largest temporary employment service provider
in France (see footnote 1 on page 1). The Company conducts its operations in
France through over 692 branch offices under the name of Manpower and 32 branch
offices under the name Supplay.
The temporary services market in France is predominately industrial. In
1997, the Company derived approximately 74% of its revenue in France from the
industrial sector, 13% from the construction sector and 13% from the office
sector.
United Kingdom
The Company is the largest supplier of temporary employment services in
the United Kingdom (see footnote 1 on page 1). As of December 31, 1997, it
conducted operations in the United Kingdom through 149 branch offices.
The Company uses the same approach to assessment/selection, training
and marketing programs in the United Kingdom as it uses in the United States
with such modifications as necessary to reflect differences in language, culture
and business practices. Ultraskill, the Company's proprietary program for
assessing the word processing skills of its temporary workers, has received
endorsement from the Royal Society of Arts, one of the world's foremost
qualification standards for office skills. Candidates whose results exceed
prescribed levels can be automatically certified through the RSA. The Company
was the first temporary staffing company to be registered under BS5750-IS09000,
the international quality assurance standard.
In the United Kingdom, the Company offers temporary employment services
in the office, industrial, technical, information technology, nursing and
transport markets. It also offers a variety of specialized services targeted at
the health sector and local government which consist of specialized assessment,
selection and training, as well as the supply of specialized staff. The Company
is also the leading company in the United Kingdom for the provision of managed
services, project work and subcontracted activities.
During 1997, approximately 48% of the Company's revenues in the United
Kingdom were derived from the supply of office staff, 22% from the supply of
industrial staff, 19% from the supply of technical staff and information
technology staff, 6% from the supply of nursing staff and 5% from the supply of
drivers.
Other Europe
The Company operates through 358 branch offices and 54 franchise
offices in other European countries. These operations are located in such
countries as Austria, Belgium, Denmark, Finland, Germany, Italy, The
Netherlands, Norway, Spain and Sweden, all of which are branch offices, and
Switzerland, which is a 49% owned franchise. The Company is the second largest
non-governmental temporary employment services firm in the European Economic
Community (see footnote 1 on page 1). The Company utilizes the same approach to
selection, training, recruiting and marketing techniques in continental Europe
as are used in the United States with such modifications as may be appropriate
for local legal requirements, cultural characteristics and business practices.
Rest of the World
The Company operates through 215 branch offices and 57 franchise
offices in the other markets of the world. The largest of these operations are
located in Japan (27 branch offices), Israel (56 branch offices), Mexico (35
branch offices) and Australia (23 branch offices and 2 franchise offices). Other
significant operations are located in Canada and in 10 countries in South
America and in 5 countries in Southeast Asia. The Company uses the same general
approach to testing, training and marketing tools in other areas of the world as
employed in the United States with such modifications as may be appropriate for
local cultural differences and business practices. In most of these countries,
the Company primarily supplies temporary workers to the industrial, general
office and technical markets.
2
<PAGE> 4
THE COMPANY'S OTHER OPERATIONS
The Company also owns Brook Street Bureau PLC which operates separately
from the Manpower brand and exclusively in the United Kingdom. Brook Street
Bureau PLC, acquired by the Company in 1985, has a total of 93 branches in
England, Scotland and Wales. It provides services in the office, industrial and
catering markets. In 1997, approximately 92% of its revenues were derived from
temporary placements and 8% were derived from permanent placement. Brook Street
Bureau PLC competes in certain U.K. markets with the Company's Manpower brand.
Its permanent placement business primarily consists of recruitment for office
workers.
COMPETITION
Historically, in periods of economic prosperity, the number of firms
operating in the temporary help industry has increased significantly due to the
combination of a favorable economic climate and low barriers to entry.
Recessionary periods, such as that experienced in the United States and United
Kingdom in the early 1990s, result in a reduction in competition through
consolidation and closures. However, historically this reduction has proven to
be of a limited duration as the following periods of economic recovery have led
to a return to growth in the number of competitors operating in the industry.
The temporary employment services market throughout the world is highly
competitive and highly fragmented with more than 15,000 firms competing in the
industry throughout the world. In addition to the Company, the largest publicly
owned companies (the only companies about which financial information is readily
available) specializing in temporary employment services are Adecco, S.A.
(Switzerland), Kelly Services, Inc. (U.S.), The Olsten Corporation (U.S.),
Randstad Holding N.V. (Netherlands), and Vedior/Bis (Netherlands). However,
except for Adecco, S.A. and Vedior/Bis, a substantial majority of the revenues
of these companies are attributable to their home markets. Compared to the
Company, each of them has a more limited network in foreign countries.
In the temporary help industry, competition is limited to firms with
offices located within a customer's particular local market because temporary
employees (aside from certain employees in the technology services segment) are
generally unwilling to travel long distances. In most major markets, competitors
generally include many of the publicly traded companies, and in addition,
numerous regional and local competitors, some of which may operate only in a
single market. Competition may also be provided by governmental entities or
agencies, such as state employment offices in the United Kingdom and many
European countries.
Since client companies rely on temporary employment firms having
offices within the local area in which they operate, competition varies from
market-to-market and country-to-country. In most areas, no single company has a
dominant share of the market. Many client companies use more than one temporary
employment services provider; however, in recent years, the practice of using a
sole (or a limited number of) temporary supplier or a primary supplier has
become an increasingly important factor among the largest customers,
particularly in the United States and the United Kingdom. These sole supplier
relationships can have a significant impact on the Company's revenue and
operating profit growth. The Company's strategy is to build its large account
business, including sole supplier relationships. While the Company believes that
these large account relationships will prove to be less cyclical in the
long-term than its traditional business, volume reductions by such customers,
whether related to economic factors or otherwise, could have a material adverse
effect on the Company's results in any period.
Methods of Competition
Temporary staffing firms act as intermediaries in matching available
temporary workers to employer assignments. As a result, temporary staffing firms
compete both to recruit and retain a supply of workers and to attract customers
to employ temporary employees. Competition is generally limited to firms having
offices located in a specific local geographic market. Depending on the economy
of a particular market at any point in time, it may be necessary for the Company
to place greater emphasis on recruitment and retention of temporary workers or
marketing to customers. The Company recruits temporary workers through a wide
variety of means, principally personal referrals and advertisements, and by
providing an attractive compensation package, including (in jurisdictions where
such
3
<PAGE> 5
benefits are not otherwise required by law) health insurance, vacation and
holiday pay, incentive plans and a recognition program.
Methods used to market temporary services to customers vary depending
on the customer's perceived need for temporary workers, the local labor supply,
the length of assignment and the number of workers required. Depending on these
factors, the Company competes by means of quality of service provided, scope of
service offered and price. In the temporary help industry, quality is measured
primarily by the ability to effectively match an individual worker to a specific
assignment, as well as the rate of and promptness in filling an order. Success
in providing a high quality service is a function of the ability to access a
large supply of available temporary workers, select suitable individuals for a
particular assignment and, in some cases, train available workers in skills
required for an assignment.
An important aspect in the selection of a temporary worker for an
assignment is the ability of the temporary services firm to identify the
skills, knowledge, abilities, and personal characteristics of a temporary
worker and match their competencies or capabilities to an employer's
requirements. The Company has developed a variety of proprietary programs for
identifying and assessing skill levels of its temporary workers, including
Ultraskill(R) (for word processing skills), Ultradex (for several important
light industrial skills), Teleskill (for call center operations), Predicta (for
critical general office skills) and Linguaskill (for language skills) which
are used in selecting a particular individual for a specific assignment. The
Company believes that its assessment systems enable it to offer a higher
quality service by increasing productivity, decreasing turnover and reducing
absenteeism. The Company believes it is the only temporary employment firm
whose employee selection systems have been statistically validated in full or
complete accordance with the guidelines established by the Equal Employment
Opportunity Commission and standards set forth by the American Psychological
Association in the United States and similar authorities in various other
countries. In the United Kingdom, candidates whose test results on
Ultraskill(R) exceed prescribed levels are automatically certified through the
Royal Society of Arts, one of the world's best known qualification standards
for word processing skills.
It is also important to be able to access a large network of skilled
workers and to be able to "create" certain hard-to-find skills by offering
training to available workers. The Company's competitive position is enhanced by
being able to offer a wide variety of skills in some of the most important
market segments for temporary work through the use of training systems.
For the office automation market, the Company has a proprietary
training system called Skillware(R) which allows temporary workers to quickly
and conveniently learn new or enhance existing skills in over 80 different word
processing, data base, spreadsheet, data entry or graphics applications from a
variety of manufacturers including Microsoft and Lotus. Skillware(R) is a
hands-on, disk-based training program enabling workers to train on the actual
hardware and software to be utilized on an assignment. The Skillware(R) system
combines the human elements of classroom instruction with the self-paced
work-related aspects of a disk-based system. A Skillware(R) administrator sets
up the training, monitors all sessions and is available to answer questions.
Every person completing a Skillware(R) course receives an Operator Support
Manual and keyboard template which serves as an on-the-job reference and
refresher. The Company supports over 150 different software programs through
Skillware(R) for the equipment of a wide variety of hardware manufacturers,
including IBM compatibles (PCs, mid-range and mainframes), Apple and DEC. New
Skillware(R) is constantly developed or revised as new or updated hardware or
software programs are introduced.
To assist its temporary workers in improving general office skills, the
Company offers a variety of specific skill development programs in spelling,
punctuation, keyboard skills and word processing.
The Company has partnered with CBT Systems to develop TechTrack, a
CD-based training program for technical professionals. TechTrack is an
interactive, self-directed training program which enhances technical employees'
skills to meet the current and emerging demands of the business environment.
TechTrack offers a spectrum of instruction focusing on client/server, networking
and operating systems technologies. The training prepares technical employees
for certification testing by guiding them through Visual Basic, C++ Programming,
PowerBuilder, IEEE LAN Architecture and more than 200 other courses.
4
<PAGE> 6
Beginning in 1994 the Company began delivering to all workers, both its
permanent employees and temporary staff, a training program that focuses on
providing exceptional service. Called Putting Quality to Work, this series of
eight independent video programs introduces concepts that will influence
workers' attitudes and behavior, with an emphasis on providing better service to
a company's customers and providing support to co-workers.
Although temporary help firms compete in a local market, for
administrative purposes, the largest customers demand national, and
increasingly global, arrangements. A large national or multi-national
customer will frequently enter into non-exclusive arrangements with several
firms, with the ultimate choice among them being left to its local managers;
this effectively limits competition to the few firms, including the Company,
with large branch networks. National arrangements, which generally fix either
the pricing or mark-up on services performed in a particular country,
represented approximately 50% of the Company's sales in 1997. Global
arrangements, where the Company services multinational customers in several
countries, represented approximately 10% of the Company's sales in 1997. Since
the Company provides services to a wide variety of customers, there is no one
customer that individually comprises a significant portion of revenues within a
given geographic region or for the Company as a whole.
The Company competes in the large company market by providing permanent
staff training using its Skillware(R) training capability, widespread office
network and large temporary work force, to train the permanent employees of
large companies, particularly in new word or data processing software programs
or hardware configurations. In the United States, 86 of the Fortune 100
companies have used Skillware training for their permanent staff. The Company
believes its capability to offer permanent staff training, in addition to
generating sufficient revenue to offset development costs, provides it with a
key marketing advantage over its competitors in supplying temporary staff to
companies where it has been involved in significant staff training.
REGULATION
The temporary employment services industry is closely regulated in all
of the major markets in which the Company operates except the United States and
Canada. Temporary employment service firms are generally subject to one or more
of the following types of government regulation: (i) regulation of the
employer/employee relationship between the firm and its temporary employees;
(ii) registration, licensing, record keeping and reporting requirements; and
(iii) substantive limitations on its operations or the use of temporary
employees by customers.
In many markets, the existence or absence of collective bargaining
agreements with labor organizations has a significant impact on the Company's
operations and the ability of customers to use the Company's services. In some
markets, labor agreements are structured on an industry-wide (rather than
company-by-company) basis. Changes in these collective labor agreements have
occurred in the past and are expected to occur in the future and may have a
material impact on the operations of temporary employment services firms,
including the Company.
In many countries, including the United States and the United Kingdom,
temporary employment services firms are considered the legal employers of
temporary workers. Therefore, the firm is governed by laws regulating the
employer/employee relationship, such as tax withholding or reporting, social
security or retirement, anti-discrimination and workers' compensation. In other
countries, temporary employment services firms, while not the direct legal
employer of temporary workers, are still responsible for collecting taxes and
social security deductions and transmitting such amounts to the taxing
authorities.
In many countries, particularly in continental Europe, entry into the
temporary employment market is restricted by the requirement to register with,
or obtain licenses from, a government agency. In addition, a wide variety of
ministerial requirements may be imposed, such as record keeping, written
contracts and reporting. The United States and Canada do not presently have any
form of national registration or licensing requirement.
In addition to licensing or registration requirements, many countries
impose substantive restrictions on the use of temporary employment services.
Such restrictions include regulations affecting the types of work permitted
(e.g., Germany prohibits the use of temporary workers in construction work and
Japan and Norway generally prohibit the use of temporary workers in industrial
work), the maximum length of a temporary assignment (varying from 3 to 24
months), wage levels (e.g., in France, wages paid to temporary workers must be
the same as paid to permanent workers) or reasons for which temporary workers
may be employed. In some countries special taxes, fees or costs are imposed in
connection with the use of temporary workers. For example, in France, temporary
workers are entitled to a 10% allowance for the precarious nature of employment
which is eliminated if a full-time position is offered to them
5
<PAGE> 7
within three days. In some countries, the contract of employment with the
temporary employee must differ from the length of assignment.
In the United States, the Company is subject to various federal and
state laws relating to franchising, principally the Federal Trade Commission's
franchise rules and analogous state laws. These laws and related rules and
regulations impose specific disclosure requirements on prospective franchisees.
Virtually all states also regulate the termination of franchises. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Legal Regulations and Union Relationships" which is found in the
Company's 1997 Annual Report to Shareholders and which is incorporated herein by
reference.
TRADEMARKS
The Company maintains a number of trademarks, tradenames, service marks
and other intangible rights. The principal service marks are the Manpower(R)
service mark and logo, Ultraskill(R), Skillware(R) and certain other names and
logos, which are registered in the United States and certain other countries.
The trademark Manpower(R) has been federally registered under United States
Service Mark Registration No. 921701, issued October 5, 1971. Affidavits of use
and incontestability have been filed. The Company renewed this registration for
another ten years on October 5, 1991. The mark Skillware(R) has been federally
registered under United States Trademark Registration No. 1413105, issued
October 14, 1986, and the mark Ultraskill(R) has been federally registered under
United States Trademark Registration No. 1361848, issued September 24, 1985. The
Company plans to file affidavits of use and incontestability at the proper time
and will effect timely renewals, as appropriate, for these and other intangible
rights it maintains. The Company is not currently aware of any infringing uses
which would be likely to substantially and detrimentally affect these rights.
RESEARCH AND DEVELOPMENT
The Company's research and development efforts are concentrated on the
development and updating of its Skillware(R) training and employee selection
programs. Approximately 31 employees are engaged in research and development at
the Company's international headquarters. Independent contractors are also hired
to assist in the development of these tools. Expenditures for research and
development, which were internally financed, aggregated approximately $3.5
million in 1997 and approximately $4.3 million in 1996 and 1995.
EMPLOYEES
The Company had approximately 12,000 permanent full-time employees at
December 31, 1997. In addition, the Company estimates that it assigned over 2.0
million temporary workers on a worldwide basis in 1997. As described above, in
most jurisdictions, the Company (through its subsidiaries), as the employer of
its temporary workers or, as otherwise required by applicable law, is
responsible for employment administration, including collection of withholding
taxes, employer contributions for social security (or its equivalent outside the
United States), unemployment tax, workers' compensation and fidelity and
liability insurance, and other governmental requirements imposed on employers.
In most jurisdictions where such benefits are not legally required, including
the United States, the Company provides health and life insurance, paid holidays
and paid vacations to qualifying temporary employees.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES
Note 12 to the Company's Consolidated Financial Statements sets forth
the revenues, earnings before income taxes, identifiable assets and net assets
derived from each geographical area for the years ended December 31, 1997, 1996
and 1995. Such note is found in the Company's 1997 Annual Report to Shareholders
and is incorporated herein by reference.
6
<PAGE> 8
ITEM 2. PROPERTIES
The Company's international headquarters are in Glendale, Wisconsin, a
suburb of Milwaukee. The Company owns, free of any material encumbrances, an
82,000 square foot building and a 32,000 square foot building situated on a
sixteen-acre site in Glendale, Wisconsin.
The Company owns two properties in England which are held for sale,
consisting of a 24,000 square foot freehold building in London and a 90,000
square foot freehold building in St. Albans, Hertfordshire. The Company also
owns additional properties at various other locations which are not material.
Most of the Company's operations are conducted from leased premises,
none of which are material to the Company taken as a whole. The Company does not
anticipate any difficulty in renewing these leases or in finding alternative
sites in the ordinary course of business.
Item 3. Legal Proceedings
The Company is involved in litigation of a routine nature and various
legal matters which are being defended and handled in the ordinary course of
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME OF OFFICER OFFICE
- --------------- ------
Mitchell S. Fromstein President and Chief Executive Officer of
Age 70 the Company since January, 1989, and
Chairman of the Board since April, 1989.
President and Chief Executive Officer of
Manpower from 1976 until 1996 and a director
thereof from 1971 until 1996. A director of
the Company and its predecessors for more
than five years. Also a director of Aramark
Corp.
Jon F. Chait Executive Vice President, Secretary and a
Age 47 director of the Company since August,
1991, Chief Financial Officer of the Company
since August, 1993 and Managing
Director-International Operations since
December, 1995. Executive Vice President of
Manpower from September, 1989 until 1996.
Also a director of Marshall & Ilsley
Corporation.
Terry A. Hueneke Executive Vice President of the Company and
Age 55 a director since December, 1995. Senior Vice
President - Group Executive of Manpower from
1987 until 1996.
Michael J. Van Handel Vice President, Chief Accounting Officer
Age 38 and Treasurer of the Company since
February, 1995 and of Manpower from February,
1995 to June, 1996. Vice President,
International Accounting and Internal Audit
of Manpower from September, 1992 to February,
1995 and Director of Internal Audit of
Manpower prior thereto.
7
<PAGE> 9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's Common Stock is listed for trading on the New York Stock
Exchange (the "NYSE"), which is the principal exchange for trading in the
Company's shares. The table below sets forth the reported high and low sales
price for shares of the Company's Common Stock on the NYSE during the indicated
quarters based on the NYSE Trading Report:
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal year ended December 31, 1997
First Quarter.............................. 40 1/2 29 1/2
Second Quarter............................. 49 35 1/4
Third Quarter.............................. 50 3/8 37
Fourth Quarter............................. 40 3/4 35 1/4
Fiscal year ended December 31, 1996
First Quarter.............................. 34 1/4 23 5/8
Second Quarter............................. 43 29 1/2
Third Quarter.............................. 39 3/8 30
Fourth Quarter............................. 33 5/8 27 7/8
</TABLE>
HOLDERS
As of February 17, 1998, 80,599,001 shares of Common Stock were held of
record by 5,751 record holders.
HISTORICAL DIVIDENDS
The Company paid a dividend of $0.08 per share in the second quarter
and $0.09 per share in the fourth quarter of 1997. The Company paid a dividend
of $.07 per share in the second quarter and $.08 per share in the fourth quarter
of 1996.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1997, under
the heading "Selected Financial Data," (page 31) which information is hereby
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1997, under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations," (pages 11 to 15) which information is hereby
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1997, under
the heading "Significant Matters Affecting Results of Operations," (pages 13 to
15) which information is hereby incorporated herein by reference.
Certain information included or incorporated by reference in this
Annual Report on Form 10-K and identified by use of the words "expects,"
"believes," "plans" or the like constitutes forward-looking statements, as
8
<PAGE> 10
such term is defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. In addition, any information
included or incorporated by reference in future filings by the Company with the
Securities and Exchange Commission, as well as information contained in written
material, releases and oral statements issued by or on behalf of the Company may
include forward-looking statements. All statements which address operating
performance, events or developments that the Company expects or anticipates will
occur or future financial performance are forward-looking statements.
These forward-looking statements speak only as of the date on which they are
made. They rely on a number of assumptions concerning future events and are
subject to a number of risks and uncertainties, many of which are outside of the
Company's control, that could cause actual results to differ materially from
such statements. These risks and uncertainties include, but are not limited to:
- - material changes in the demand from larger customers, including customers
with which the Company has national or global arrangements
- - availability of temporary workers or increases in the wages paid to these
workers
- - competitive market pressures, including pricing pressures
- - ability to successfully invest in technology developments
- - changes in customer attitudes toward the use of staffing services
- - government or regulatory policies adverse to the employment services
industry
- - general economic conditions in international markets
- - interest rate and exchange rate fluctuations
The Company disclaims any obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in the Financial
Statements and the Notes thereto (pages 17 to 31) contained in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1997, which
information is hereby incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Executive Officers. Reference is made to "Executive Officers
of the Registrant" in Part I after Item 4.
(b) Directors. The information required by this Item is set forth
in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 23, 1998 at pages 3 to 4
under the caption "Election of Directors," which information
is hereby incorporated herein by reference.
(c) Section 16 Compliance. The information required by this Item
is set forth in the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on April 23, 1998 at page
13 under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance," which information is hereby
incorporated herein by reference.
9
<PAGE> 11
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on April 23,
1998, at page 5 under the caption "Remuneration of Directors," pages 7 to 9
under the caption "Executive Compensation," and page 12 under the caption
"Executive Compensation Committee Interlocks and Insider Participation," which
information is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on April 23,
1998, at page 2 under the caption "Security Ownership of Certain Beneficial
Owners" and at page 6 under the caption "Security Ownership of Management,"
which information is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on April 23,
1998, at page 5 under the caption "Remuneration of Directors" and at page 12
under the caption "Executive Compensation Committee Interlocks and Insider
Participation," which information is hereby incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. PAGE NUMBER(S)
IN ANNUAL REPORT
TO SHAREHOLDERS
---------------
Consolidated Financial Statements. (Data incorporated
by reference from the attached Annual Report to
Shareholders):
Consolidated Balance Sheets as of December 31, 1997
and 1996........................................... 18-19
Consolidated Statements of Operations for the years
ended December 31, 1997, 1996 and 1995.............. 17
Consolidated Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995.............. 20
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1997, 1996 and 1995.... 21
Notes to Consolidated Financial Statements.......... 22-29
(a)(2) Financial Statement Schedules.
Report of Independent Public Accountants on the Financial Statement
Schedule
Consent of Independent Public Accountants
SCHEDULE II - Valuation and Qualifying Accounts
10
<PAGE> 12
(a)(3) Exhibits.
See (c) below.
(b) Reports on Form 8-K.
There was one report on Form 8-K filed on December 2, 1997 for the
three months ended December 31, 1997.
(c) Exhibits.
3.1 Articles of Incorporation of Manpower Inc. incorporated by reference
to Annex C of the Prospectus which is contained in Amendment No. 1 to
Form S-4 (Registration No. 33-38684).
3.2 Amended and Restated By-laws of Manpower Inc., incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
10.1 [Reserved].
10.2 Revolving Credit Agreement dated November 25, 1997, between Manpower
Inc. and the banks set forth therein, Credit Lyonnais, the First
National Bank of Chicago, Fleet National Bank, Mellon Bank, N.A.,
Citibank International PLC and Citibank, N.A.
10.3 Amended and Restated Manpower 1991 Executive Stock Option and
Restricted Stock Plan, incorporated by reference to Form 10-Q of
Manpower Inc. dated September 30, 1996.**
10.4 Manpower Savings Related Share Option Scheme, incorporated by
reference to Amendment No. 1 to the Company's Registration Statement
on Form S-4 (Registration No. 33-38684).**
10.5 Transfer Agreement dated February 25, 1991 between Manpower and the
Company (the "Transfer Agreement"), incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 33-38684).**
10.6 Blue Arrow Savings Related Share Option Scheme, as assumed by
Manpower pursuant to the Transfer Agreement, incorporated by
reference to Amendment No. 1 to the Company's Registration Statement
on Form S-4 (Registration No. 33-38684).**
10.7 Blue Arrow Executive Share Option Scheme, as assumed by Manpower
pursuant to the Transfer Agreement, incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 33-38684).**
11
<PAGE> 13
10.8 Amended and Restated Manpower 1990 Employee Stock Purchase Plan,
incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration No. 333-31021).**
10.9 Manpower Retirement Plan, as amended and restated effective as of
March 1, 1989, incorporated by reference to Form 10-K of Manpower
PLC, SEC File No. 0-9890, filed for the fiscal year ended October 31,
1989.**
10.10 Amended and Restated Manpower 1994 Executive Stock Option and
Restricted Stock Plan, incorporated by reference to Form 10-Q of
Manpower Inc. dated September 30, 1996.**
10.11(a) Employment Agreement dated September 16, 1987 among Manpower,
Mitchell S. Fromstein and Manpower PLC, incorporated by reference to
the Manpower PLC's registration statement on Form 20-F filed with the
Securities and Exchange Commission on March 30, 1988, as amended
May 19, 1989, incorporated by reference to Manpower PLC's Form 10-K,
SEC File No. 0-9890, filed for the fiscal year ended October 31,
1989; and as amended on February 16, 1990 and October 4,1990,
incorporated by reference to Manpower PLC's Form 10-K, SEC File
No. 0-9890, filed for the fiscal year ended December 31, 1990.**
10.11(b) Amendment dated June 17, 1992 to Employment Agreement dated September
16, 1987, as amended, among Manpower, Mitchell S. Fromstein and
Manpower PLC, incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.**
10.11(c) Amendment dated March 22, 1994 to Employment Agreement dated
September 16, 1987, as amended, among Manpower, Mitchell S. Fromstein
and Manpower PLC, incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993.**
10.12(a) Employment Agreement dated September 16, 1987 among Manpower, Gilbert
Palay and Manpower PLC, incorporated by reference to Manpower PLC's
registration statement on Form 20-F filed with the Securities and
Exchange Commission on May 1, 1989, incorporated by reference to
Manpower PLC's Form 10-K, SEC File No. 0-9890, filed for the fiscal
year ended October 31, 1989; and as amended on February 16, 1990 and
October 4, 1990, incorporated by reference to Manpower PLC's Form
10-K, SEC File No. 0-9890, filed for the fiscal year ended December
31, 1990.**
10.12(b) Consulting Agreement dated as of January 1, 1994 between Manpower
Inc. and Gilbert Palay, incorporated by reference to the Company's
Annual Report on
12
<PAGE> 14
Form 10-K for the fiscal year ended December 31, 1993.**
10.13(a) Amended and Restated Employment Agreement between Jon F. Chait and
Manpower International Inc., dated August 3, 1991, as amended on
March 12, 1992, incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.**
10.13(b) Amendment dated February 18, 1997 to Amended and Restated
Employment Agreement dated August 3, 1991, as amended, between
Manpower Inc. and Jon F. Chait, incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.**
10.14 The Restricted Stock Plan of Manpower Inc., incorporated by
reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992.**
10.15 Amended and Restated Manpower 1991 Directors Stock Option Plan,
incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration No. 333-31021).**
10.16 Amended and Restated Manpower Deferred Stock Plan, incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.**
10.17(a) Employment Agreement between Terry A. Hueneke and Manpower Inc. dated
February 18, 1997, incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.**
10.17(b) Employment Agreement between Terry A. Hueneke and Manpower Inc. dated
February 23, 1998.**
13 1997 Annual Report to Shareholders. Pursuant to Item 601(b)(13)(ii)
of Regulation S-K, any of the portions of the Annual Report
incorporated by reference in this Form 10-K are filed as an exhibit
hereto.
21 Subsidiaries of Manpower Inc.
23 Consent of Arthur Andersen LLP, incorporated by reference to the
Schedule to the Financial Statements, which Schedule is contained
in this Form 10-K.
24 Powers of Attorney.
13
<PAGE> 15
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule (9 months ended September 30, 1997).
27.3 Restated Financial Data Schedule (6 months ended June 30, 1997).
27.4 Restated Financial Data Schedule (3 months ended March 31, 1997).
27.5 Restated Financial Data Schedule (12 months ended December 31, 1996).
27.6 Restated Financial Data Schedule (9 months ended September 30, 1996).
27.7 Restated Financial Data Schedule (6 months ended June 30, 1996).
** Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MANPOWER INC.
By: /s/ Mitchell S. Fromstein
-------------------------
Mitchell S. Fromstein
Chairman of the Board
Date: March 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Mitchell S. Fromstein Chairman, President, Chief Executive March 30, 1998
- --------------------------- Officer and a Director
Mitchell S. Fromstein (Principal Executive Officer)
/s/ Jon F. Chait Executive Vice President, Managing Director - March 30, 1998
- ------------------------------ International Operations, Chief Financial
Jon F. Chait Officer, Secretary and a Director
(Principal Financial Officer)
/s/ Michael J. Van Handel Vice President, Chief Accounting Officer March 30, 1998
- -------------------------- and Treasurer (Principal Accounting Officer)
Michael J. Van Handel
Directors: Audrey Freedman, Dudley J. Godfrey, Jr., Marvin B. Goodman,
J. Ira Harris, Terry A. Hueneke, Newton N. Minow, Gilbert Palay
and Dennis Stevenson
By: /s/ Jon F. Chait March 30, 1998
------------------------
Jon F. Chait
Attorney-In-Fact*
</TABLE>
*Pursuant to authority granted by powers of attorney, copies of which are filed
herewith.
14
<PAGE> 16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
and Shareholders of Manpower Inc.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in Manpower Inc.'s annual report to
shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 30, 1998. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index at item 14(a)(2) is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 30, 1998.
--------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Annual Report on Form 10-K of Manpower Inc.
of our report dated January 30, 1998, included in the 1997 Annual Report to
Shareholders of Manpower Inc.
We also consent to the incorporation of our reports included (or
incorporated by reference) in this Annual Report on Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (File Nos.
33-40441, 33-51336, 33-55264, 33-84736, 333-1040 and 333-31021), the Company's
Registration Statements on Form S-3 (File Nos. 33-89660 and 333-6545) and the
Company's Registration Statements on Form S-4 (File Nos. 333-650 and 33-95896).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 30, 1998.
<PAGE> 17
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1997, 1996, and 1995, in thousands:
Allowance for Doubtful Accounts:
<TABLE>
<CAPTION>
BALANCE AT PROVISIONS BALANCE AT
BEGINNING TRANSLATION CHARGED TO RECLASSIFICATIONS END OF
OF YEAR ADJUSTMENTS EARNINGS WRITE-OFFS AND OTHER YEAR
---------- ----------- -------- ---------- ----------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1997............ $33,526 (2,520) 16,225 (10,108) 896 $38,019
Year ended December 31, 1996............ $32,901 (412) 12,360 (11,686) 363 $33,526
Year ended December 31, 1995............ $31,170 2,203 8,981 (9,424) (29) $32,901
</TABLE>
<PAGE> 1
EXHIBIT 10.2
REVOLVING CREDIT AGREEMENT
MANPOWER INC.
THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF
CREDIT LYONNAIS CHICAGO BRANCH
THE FIRST NATIONAL BANK OF CHICAGO
FLEET NATIONAL BANK
AND MELLON BANK, N.A.
AS CO-AGENTS
CREDIT LYONNAIS NEW YORK BRANCH
AS ISSUING BANK
CREDIT LYONNAIS CHICAGO BRANCH
AS ISSUING BANK AGENT
CITIBANK INTERNATIONAL PLC
AS EURO-AGENT
AND
CITIBANK, N.A.
AS AGENT
ARRANGED BY
CITICORP SECURITIES, INC.
NOVEMBER 25, 1997
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS..................................2
SECTION 1.01. Certain Defined Terms..............................2
SECTION 1.02. Computation of Time Periods.......................17
SECTION 1.03. Accounting Terms and Change in Accounting
Principles........................................17
SECTION 1.04. Currency Equivalents Generally....................17
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES................................17
SECTION 2.01. The A Advances....................................17
SECTION 2.02. Making the A Advances.............................18
SECTION 2.03. The B Advances....................................24
SECTION 2.04. Reduction of the Commitments......................27
SECTION 2.05. Repayment of A Advances...........................27
SECTION 2.06. Interest on A Advances............................28
SECTION 2.07. Additional Interest on Eurocurrency
Advances..........................................29
SECTION 2.08. Interest Rate Determination.......................30
SECTION 2.09. Prepayments.......................................30
SECTION 2.10. Illegality........................................31
SECTION 2.11. Currency Equivalents..............................32
SECTION 2.12. Evidence of A Advances............................32
ARTICLE III
THE LETTER OF CREDIT FACILITY....................................33
SECTION 3.01. Obligation to Issue...............................33
SECTION 3.02. Issuance of Facility Letters of Credit............33
SECTION 3.03. Extension and Renewal of Facility Letters of
Credit............................................35
SECTION 3.04. Amendment of Facility Letters of Credit...........36
SECTION 3.05. Reimbursement Obligations; Duties of an
Issuing Bank......................................36
SECTION 3.06. Participations....................................37
SECTION 3.07. Obligations Absolute..............................39
SECTION 3.08. Compensation for Facility Letters of
Credit............................................41
SECTION 3.09. Issuing Bank Reporting Requirements...............42
SECTION 3.10. Indemnification; Nature of the Issuing
Bank's Duties.....................................42
SECTION 3.11. Reduction of the L/C Facility
Commitments.......................................44
SECTION 3.12. Substitution of Certain Banks.....................44
SECTION 3.13. Designation of Additional Issuing Banks...........44
i
<PAGE> 3
ARTICLE IV
GENERAL TERMS....................................................46
SECTION 4.01. Fees..............................................46
SECTION 4.02. Payments and Computations.........................47
SECTION 4.03. Increased Costs and Reduced Return................48
SECTION 4.04. Sharing of Payments, Etc..........................49
SECTION 4.05. Taxes; Bank Certifications........................50
SECTION 4.06. Increases in the Facility. .......................53
ARTICLE V
CONDITIONS OF LENDING............................................54
SECTION 5.01. Conditions Precedent to Initial Advances and
Initial Facility Letter of Credit.................54
SECTION 5.02. Conditions Precedent to Each A Borrowing..........55
SECTION 5.03. Conditions Precedent to the Issuance,
Increase or Extension of Facility Letters
of Credit.........................................56
SECTION 5.04. Conditions Precedent to Each B Borrowing..........56
ARTICLE VI
REPRESENTATIONS AND WARRANTIES...................................57
SECTION 6.01. Representation and Warranties of the Borrower.....57
ARTICLE VII
COVENANTS OF THE BORROWER........................................61
SECTION 7.01. Affirmative Covenants.............................61
SECTION 7.02. Negative Covenants................................65
ARTICLE VIII
EVENTS OF DEFAULT................................................72
SECTION 8.01. Events of Default.................................72
SECTION 8.02. The Cash Collateral Account.......................75
ARTICLE IX
THE AGENT AND THE EURO-AGENT.....................................77
SECTION 9.01. Authorization and Action..........................77
SECTION 9.02. Agent's and Euro-Agent's Reliance, Etc............78
SECTION 9.03. Citibank and Affiliates...........................78
SECTION 9.04. Bank Credit Decision..............................78
SECTION 9.05. Indemnification...................................79
SECTION 9.06. Successor Agent...................................79
ii
<PAGE> 4
SECTION 9.07. Designation of Collateral Agents.................80
SECTION 9.08. Issuing Bank Agent...............................81
SECTION 9.09. Borrower's Reliance..............................81
ARTICLE X
MISCELLANEOUS....................................................82
SECTION 10.01. Amendments, Etc..................................82
SECTION 10.02. Extensions of the Commitments....................83
SECTION 10.03. Notices, Etc.....................................83
SECTION 10.04. No Waiver; Remedies..............................85
SECTION 10.05. Costs, Expenses and Taxes........................85
SECTION 10.06. Right of Set-off.................................86
SECTION 10.07. Binding Effect...................................86
SECTION 10.08. Assignments and Participations...................87
SECTION 10.09. Designated Bidders...............................90
SECTION 10.10. Governing Law....................................91
SECTION 10.11. Execution in Counterparts........................92
SECTION 10.12. Indemnification..................................92
SECTION 10.13. Currency.........................................92
SECTION 10.14. WAIVER OF JURY TRIAL.............................93
iii
<PAGE> 5
LIST OF SCHEDULES AND EXHIBITS
Schedule I Lending Offices
Schedule II ERISA Plans
Schedule III Information Relating to certain Indemnity
Obligations
Exhibit A-1 Form of A Note
Exhibit A-2 Form of B Note
Exhibit B-1 Form of Notice of A Borrowing
Exhibit B-2 Form of Notice of B Borrowing
Exhibit C-1 Form of Letter of Credit Issuance Request
Exhibit C-2 Form of Letter of Credit Extension Request
Exhibit C-3 Form of Letter of Credit Amendment Request
Exhibit D Form of Extension Request
Exhibit E Assignment and Acceptance
Exhibit F Form of Opinion of General Counsel of and
the Borrower
Exhibit G Form of Opinion of Special Counsel for the
Borrower: Godfrey & Kahn
Exhibit H Form of Opinion of Counsel for the Agent:
Sidley & Austin
Exhibit I Form of Notice of Conversion
Exhibit J Form of Facility Increase Notice
Exhibit K Form of Commitment and Acceptance
Exhibit L Form of Designation Agreement
iv
<PAGE> 6
REVOLVING CREDIT AGREEMENT
Dated as of November 25, 1997
REVOLVING CREDIT AGREEMENT dated as of November 25, 1997 by
and among:
(1) MANPOWER INC., a Wisconsin corporation (the
"Borrower"),
(2) 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 hereunder (the
"Co-Agents"),
(4) CREDIT LYONNAIS NEW YORK BRANCH the initial issuing
bank in respect of "Facility Letters of Credit"
issued hereunder (the initial "Issuing Bank") and
CREDIT LYONNAIS CHICAGO BRANCH as agent for such
Issuing Bank hereunder (such "Issuing Bank Agent"),
(5) CITIBANK, N.A. ("Citibank") as agent (the "Agent")
for the Banks and the Issuing Banks hereunder, and
(6) CITIBANK INTERNATIONAL PLC as agent for the Banks in
connection with certain of the Eurocurrency Advances
(the "Euro-Agent").
PRELIMINARY STATEMENT
The Borrower, certain of the Banks, certain of the Co- Agents,
the initial Issuing Bank and the related Issuing Bank Agent, and the Agent are
parties to a Revolving Credit Agreement dated as of April 1, 1996. The Borrower
has requested that such Revolving Credit Agreement be terminated and superseded
by this Agreement, as contemplated in Section 10.07(b) below. The credit
facilities contemplated in this Agreement have been arranged by Citicorp
Securities, Inc.
The parties hereto agree as follows:
<PAGE> 7
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):
"A Advance" means an advance by a Bank to the Borrower as part
of an A Borrowing and refers to a Base Rate Advance or a Eurocurrency
Advance, each of which shall be a "Type" of A Advance.
"A Borrowing" means a borrowing consisting of simultaneous A
Advances of the same Type (as such Type may be Converted from time to
time pursuant to Section 2.02(g)) and in the same currency made by each
of the Banks pursuant to Section 2.01.
"A Note" means a promissory note of the Borrower payable to
the order of any Bank, in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Bank
resulting from the A Advances made by such Bank.
"Advance" means an A Advance or a B Advance.
"Aggregate L/C Facility Commitment" has the meaning
specified in Section 3.01.
"Agreement" means this Revolving Credit Agreement, as it may
from time to time be amended, restated, supplemented or otherwise
modified.
"Alternative Currency" means, at any time, any of the
following: (i) Pounds Sterling or, if different, the then lawful
currency of the United Kingdom, (ii) Francs or, if different, the then
lawful currency of the Republic of France, (iii) Deutschmarks or, if
different, the then lawful currency of the Federal Republic of Germany,
(iv) Yen or, if different, the then lawful currency of Japan and (v)
from and after becoming generally available in the international
currency and exchange markets, the Euro or, if different, the then
lawful currency of the European Community (or such members thereof as
shall have agreed to accept a common currency as legal tender).
"Applicable Lending Office" means, with respect to each Bank,
(i) in the case of a Base Rate Advance, such Bank's Domestic Lending
Office, (ii) in the case of a Eurocurrency Advance, such Bank's
Eurocurrency Lending
2
<PAGE> 8
Office, and (iii) in the case of a B Advance, the office of such Bank
notified by such Bank to the Agent as its Applicable Lending Office
with respect to such B Advance.
"Applicable Margin" has the meaning specified in
Section 2.06(c).
"Assignment and Acceptance" means an assignment and acceptance
in substantially the form of Exhibit E hereto pursuant to which a Bank
assigns all or a portion of such Bank's rights and obligations under
this Agreement in accordance with the terms of Section 10.08.
"B Advance" means an advance by a Bank to the Borrower as part
of a B Borrowing resulting from the auction bidding procedure described
in Section 2.03.
"B Borrowing" means a borrowing consisting of simul taneous B
Advances from each of the Banks whose offer to make one or more B
Advances as part of such borrowing has been accepted by the Borrower
under the auction bidding procedure described in Section 2.03.
"B Note" means a promissory note of the Borrower payable to
the order of any Bank, in substantially the form of Exhibit A-2 hereto,
evidencing the indebtedness of the Borrower to such Bank resulting from
a B Advance made by such Bank.
"B Reduction" has the meaning specified in Section 2.01.
"Bank" means at any time (i) each of the banks listed on the
signature pages hereof, after giving effect to the introduction of any
new Bank in accordance with Section 4.06 and any assignment made in
accordance with Section 10.08 on or prior to such date and (ii) except
when used in reference to an A Advance, an A Borrowing, an A Note, a
Commitment, a Facility Letter of Credit, an L/C Facility Commitment, a
Reimbursement Obligation or a related term, a Designated Bidder.
"Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the highest of:
(a) the rate of interest announced publicly by
Citibank in New York, New York, from time to time, as
Citibank's base rate;
(b) 1/2 of one percent per annum above the latest
three-week moving average of secondary market morning
3
<PAGE> 9
offering rates in the United States for three-month
certificates of deposit of major United States money market
banks, such three-week moving average being determined weekly
on each Monday (or, if any such day is not a Business Day, on
the next succeeding Business Day) for the three-week period
ending on the previous Friday by Citibank, N.A. on the basis
of such rates reported by certificate of deposit dealers to
and published by the Federal Reserve Bank of New York or, if
such publication shall be suspended or terminated, on the
basis of quotations for such rates received by Citibank, N.A.
from three New York certificate of deposit dealers of
recognized standing selected by Citibank, N.A., in either case
adjusted to the nearest 1/16 of one percent or, if there is no
nearest 1/16 of one percent, to the next higher 1/16 of one
percent; and
(c) one-half of one percent per annum above the
Federal Funds Rate.
"Base Rate Advance" means an A Advance denominated in Dollars
which bears interest as provided in Section 2.06(a).
"Benefit Plan" means a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multi employer Plan) in respect of
which the Borrower or any ERISA Affiliate is, or within the immediately
preceding six (6) years was, an "employer" as defined in Sec tion 3(5)
of ERISA.
"Borrowing" means an A Borrowing or a B Borrowing.
"Business Day" means a day of the year (i) on which banks are
not required or authorized to close in New York City, and (ii) if the
applicable Business Day relates to any Eurocurrency Advance, on which
dealings are carried on in the London (and, if the Alternative Currency
is Yen, the Tokyo) interbank markets.
"Cash Collateral Account" has the meaning specified in
Section 8.02(a).
"Capitalized Lease" means any lease which is or should be
capitalized on the balance sheet of the lessee in accordance with GAAP.
"Code" means the Uniform Commercial Code of the State of New
York, as the same may be amended from time to time.
"Collateral Securities" has the meaning specified in
Section 8.02(b).
4
<PAGE> 10
"Commitment" has the meaning specified in Section
2.01.
"Commitment and Acceptance" means a commitment and acceptance
in substantially the form of Exhibit K hereto pursuant to which a
Person becomes a Bank party hereto in accordance with the terms of
Section 4.06.
"Consolidated" refers, with respect to any Person, to the
consolidation of the accounts of such Person and its Subsidiaries in
accordance with GAAP, including principles of consolidation, consistent
with those applied in the preparation of the Consolidated financial
statements referred to in Section 6.01(e).
"Consolidated EBITDA" means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Earnings after taxes 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 Net Earnings
after taxes for such period: (A) Consolidated Interest Expense, (B)
Federal, state, local and foreign income taxes, (C) amortization of
goodwill, (D) depreciation, and (E) any non-cash restructuring charge
reported by the Borrower in respect of, or otherwise allocated to, such
period, minus (iii) 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.
"Consolidated Interest Expense" means, for any period, total
interest expense, whether paid or accrued (including the interest
component of Capitalized Leases), of the Borrower and its Consolidated
Subsidiaries on a Consolidated basis, including, without limitation,
all commissions, discounts and other fees and charges owed with respect
to letters of credit and net costs under any agreements providing
interest rate protection, but excluding however, amortization of
discount, interest paid in property other than cash or any other
interest expense not payable in cash, all as determined in conformity
with GAAP.
"Consolidated Net Earnings" means, for any period, all amounts
which would be included under net earnings (or losses) on a
consolidated income statement of the Borrower and its Consolidated
Subsidiaries for such period, all as determined in accordance with
GAAP.
5
<PAGE> 11
"Consolidated Subsidiary" means, at any date with respect to
any Person, any Subsidiary thereof the accounts of which would be
consolidated with those of such Person in its consolidated financial
statements at such date in accordance with GAAP.
"Consolidated Tangible Assets" means, with respect to any
Person at any time of determination, total assets of such Person and
its Consolidated Subsidiaries as set forth on the balance sheets most
recently delivered to the Banks pursuant to Section 7.01(b), excluding
all Intangible Assets of such Person and its Consolidated Subsidiaries.
"Consolidated Tangible Net Worth" means, at any date, the
consolidated shareholders' equity of the Borrower and its Consolidated
Subsidiaries, after deducting treasury stock, which would appear as
such on a consolidated balance sheet as of such date of the Borrower
and its Consolidated Subsidiaries; excluding, however, to the extent
otherwise included, (i) all Intangible Assets of the Borrower and its
Consolidated Subsidiaries and (ii) the foreign currency translation
adjustment component of shareholder's equity.
"Convert", "Conversion" and "Converted" each refers to (i) a
Conversion of A Advances of one Type comprising part of the same A
Borrowing into A Advances of another Type or (ii) a continuation of A
Advances of one Type comprising part of the same A Borrowing as the
same Type of A Advances for an additional Interest Period, in each case
pursuant to Section 2.02(g).
"Debt" means, with respect to any Person (but without
duplication of any item), (i) indebtedness of such Person for borrowed
money, (ii) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) obligations of such Person to
pay the deferred purchase price of property or services (other than
noninterest-bearing trade payables arising in the ordinary course of
business), (iv) obligations of such Person as lessee under leases which
shall have been or should be, in accordance with GAAP, recorded as
capital leases, (v) the undrawn face amount of any letter of credit
issued for the account of such Person, (vi) obligations of such Person
in respect of any drawing made under any letter of credit and (vii) any
Guarantee by such Person, including, without limitation, any guaranty
or similar obligation of such Person in respect of the obligations of
its franchisees.
"Debt-to-Capitalization Ratio" means, as of any date, the
ratio of (i) all Debt of the Borrower and its Consolidated
Subsidiaries on a consolidated basis on
6
<PAGE> 12
such date, excluding Debt constituting any Guarantee issued by the
Borrower or any of its Subsidiaries unless the primary obligor on the
underlying Debt is a franchisee of the Borrower or any of its
Subsidiaries (after giving effect to such exclusion, the "Adjusted
Debt"), to (ii) the sum on such date of Adjusted Debt plus Consolidated
Tangible Net Worth.
"Designated Bidder" means any Person (i) that shall have
become a party hereto pursuant to Section 10.09 and (ii) which is not
otherwise a Bank hereunder.
"Designation Agreement" means a designation agreement entered
into by a Bank (other than a Designated Bidder) and a Designated
Bidder, and accepted by the Agent, in substantially the form of Exhibit
L hereto.
"Dollars" and the sign "$" each means lawful money
of the United States.
"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office" opposite
its name on Schedule I hereto or such other office of such Bank as such
Bank may from time to time specify to the Borrower and the Agent.
"Effective Date" means the later to occur of (i) December 2,
1997, and (ii) the date this Agreement shall become effective in
accordance with the terms of Section 10.07(a).
"Eligible Assignee" means any proposed assignee that is either
(i) a Bank or any affiliate of a Bank; (ii) a commercial bank organized
under the laws of the United States, any State thereof or the District
of Columbia, and having a combined capital and surplus of at least
$250,000,000; or (iii) a commercial bank organized under the laws of
any other country which is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such
country, and having a combined capital and surplus of at least
$250,000,000 or the local currency equivalent thereof, provided that
such bank is acting through a branch or agency located in the United
States; provided, in each case, that such proposed assignee has, as of
the date of the proposed assignment, the Requisite Bank Credit Rating
or is otherwise acceptable to the Issuing Bank Agents.
"Eligible Securities" has the meaning specified in
Section 8.02(b).
7
<PAGE> 13
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time and the regulations promulgated and
rulings issued thereunder.
"ERISA Affiliate" shall mean any (i) corporation which is a
member of the same controlled group of corporations (within the meaning
of Section 414(b) of the Internal Revenue Code) as the Borrower or any
of its Subsidiaries, (ii) partnership, trade or business under common
control (within the meaning of Section 414(c) of the Internal Revenue
Code) with the Borrower or any of its Subsidiaries, and (iii) member of
the same affiliated service group (within the meaning of Section 414(m)
of the Internal Revenue Code) as the Borrower or any of its
Subsidiaries, any corporation described in clause (i) or any
partnership, trade or business described in clause (ii).
"Eurocurrency Advance" means an A Advance denominated in
Dollars or in an Alternative Currency which bears interest as provided
in Section 2.06(b).
"Eurocurrency Lending Office" means, with respect to any Bank,
the office of such Bank specified as its "Eurocurrency Lending Office"
opposite its name on Schedule I hereto (or, if no such office is
specified, its Domestic Lending Office), or such other office of such
Bank as such Bank may from time to time specify to the Borrower and the
Agent. A Bank may specify different offices for its Eurocurrency
Advances denominated in Dollars and its Eurocurrency Advances
denominated in Alternative Currencies, respectively, and the term
"Eurocurrency Lending Office" shall refer to any or all such offices,
collectively, as the context may require when used in respect of such
Bank.
"Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.
"Eurocurrency Rate" means, for the Interest Period for each
Eurocurrency Advance comprising part of the same A Borrowing, an
interest rate per annum equal to the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not
such a multiple) of the rate per annum at which deposits in Dollars or
in the relevant Alternative Currency are offered by the principal
office of each of the Reference Banks in London, England to prime banks
in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount
substantially equal to
8
<PAGE> 14
such Reference Bank's Eurocurrency Advance comprising part of such A
Borrowing and for a period equal to such Interest Period. The
Eurocurrency Rate for the Interest Period for each Eurocurrency Advance
comprising part of the same A Borrowing shall be determined by the
Agent on the basis of applicable rates furnished to and received by the
Agent from the Reference Banks two Business Days before the first day
of such Interest Period, subject, however, to the provisions of Section
2.08.
"Eurocurrency Rate Reserve Percentage" of any Bank for the
Interest Period for any Eurocurrency Advance means the reserve
percentage applicable during such Interest Period (or if more than one
such percentage shall be so applicable, the daily average of such
percentages for those days in such Interest Period during which any
such percentage shall be so applicable) under regulations issued from
time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for such Bank with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities having a
term equal to such Interest Period.
"Events of Default" has the meaning specified in
Section 8.01.
"Extension Request" has the meaning specified in
Section 10.02.
"Facility Fee" has the meaning specified in Section
4.01.
"Facility Letter of Credit" shall mean (i) in accordance with
Section 10.07(b), each "Facility Letter of Credit" issued by the
"Issuing Bank" under the 1996 Credit Agreement and (ii) any letter of
credit issued by an Issuing Bank for the account of the Borrower
pursuant to Article III hereof.
"Facility Letter of Credit Obligations" shall mean, at any
time, the sum of (i) the aggregate Reimbursement Obligations then
outstanding, plus (ii) the aggregate maximum amount available for
drawing under the Facility Letters of Credit then outstanding.
"Facility Quarter" means each consecutive three month period
beginning on January 1, April 1, July 1 and October 1.
9
<PAGE> 15
"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.
"GAAP" means generally accepted accounting principles set
forth in the opinions, statements and pronouncements of the Financial
Accounting Standards Board, Accounting Principles Board and the
American Institute of Certified Public Accountants or in such other
statements by such other entity as may be in general use by significant
segments of the accounting profession, which are applicable to the
circumstances as of the date of determination and in any event applied
in a manner consistent with the application thereof used in the
preparation of the financial statements referred to in Section 6.01(e).
"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt
of any other Person or otherwise in any manner assuring the holder of
any Debt of any other Person against loss (whether by agreement to
keep-well, to purchase assets, goods or services, or to take-or-pay or
otherwise), provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of
business.
"Intangible Assets" means, with respect to any Person at any
time of determination, (i) goodwill, organizational expenses, research
and development expenses, trademarks, tradenames, copyrights, patents,
patent applications, licen ses and rights in any thereof, (ii) all
reserves carried and not deducted from assets, (iii) treasury stock,
(iv) securities which are not readily marketable, (v) cash held in a
sinking or other analogous fund for the purpose of redemption,
retirement or prepayment of capital stock or indebtedness, (vi) any
write-up in the book value of any asset resulting from a reevaluation
thereof subsequent to December 31, 1996, and (vii) any items not
included in items (i)-(vi) above which are treated as intangibles in
accordance with GAAP
10
<PAGE> 16
"Interest Coverage Ratio" means the ratio of Consolidated
EBITDA to Consolidated Interest Expense.
"Interest Period" means, for each A Advance comprising part of
the same A Borrowing, the period commencing on the date of such A
Advance and ending on the last day of the period selected by the
Borrower in a Notice of A Borrowing submitted in accordance with the
terms of Section 2.02. The duration of each such Interest Period shall
be (a) in the case of a Base Rate Advance, up to 180 days, and (b) in
the case of a Eurocurrency Advance, subject to Section 2.11(b), one,
two, three or six months or, with the consent of the Agent, 9 or 12
months, in each case as the Borrower may select; provided, however,
that: (i) the Borrower may not select any Interest Period which ends
after the Revolving Credit Termination Date, (ii) Interest Periods
commencing on the same date for A Advances comprising part of the same
A Borrowing and denominated in the same currency shall be of the same
duration; and (iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day; provided that, in the case of any Eurocurrency Advance,
if such extension would cause the last day of such Interest Period to
occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day. If, in
accordance with Section 2.10 or otherwise, any A Borrowing shall
include both Eurocurrency Advances and Base Rate Advances, each such
Base Rate Advance shall be assigned an Interest Period that is
coextensive with the Interest Period then assigned to such Eurocurrency
Advances.
"Internal Revenue Code" means the Internal Revenue Code of
1986, as amended and any successor statute.
"Issuing Bank" means Credit Lyonnais New York Branch and any
other Bank that shall have been designated an "Issuing Bank" for
purposes of this Agreement in accordance with Section 3.13.
"Issuing Bank Agent" means, (i) in the case of Credit Lyonnais
New York Branch as an Issuing Bank, Credit Lyonnais Chicago Branch, and
(ii) in the case of any other Issuing Bank, the "Issuing Bank Agent"
designated by such Issuing Bank for purposes of this Agreement in
accordance with
Section 3.13.
"L/C Extension Date" shall have the meaning ascribed to such
term in Section 3.03(a).
11
<PAGE> 17
"L/C Facility" shall mean the financial accommodations
contemplated in Article III of this Agreement.
"L/C Facility Commitments" has the meaning
specified in Section 3.06.
"L/C Facility Fee" shall have the meaning ascribed to such
term in Section 3.08.
"L/C Facility Termination Date" means November 25, 2002 or the
earlier date of termination in whole of the L/C Facility Commitments
pursuant to Section 3.11, or such later date as shall be determined
under Section 10.02; provided in each case that if such day shall not
be a Business Day, the L/C Facility Termination Date shall occur on the
immediately preceding Business Day.
"L/C Issue" has the meaning specified in Section 5.03.
"L/C Pro Rata Share" means with respect to any Bank at any
time, the percentage that such Bank's L/C Facility Commitment
represents of the Aggregate L/C Facility Commitment at such time.
"Letter of Credit Amendment Request" has the
meaning specified in Section 3.04.
"Letter of Credit Extension Request" has the
meaning specified in Section 3.03.
"Letter of Credit Issuance Request" has the
meaning specified in Section 3.02.
"Level" means, at any time, "Level 1", "Level 2", "Level 3",
"Level 4" or "Level 5" as determined in accordance with the following
conditions at such time:
(i) "Level 1" shall exist at such time if the
Manpower Credit Rating shall be either A- or better from S&P
or A3 or better from Moody's;
(ii) "Level 2" shall exist at such time if (A) Level
1 shall not then exist and (B) the Manpower Credit Rating
shall be either BBB or better from S&P or Baa2 or better from
Moody's;
(iii) "Level 3" shall exist at such time if (A)
neither Level 1 nor Level 2 shall then exist and (B) the
Manpower Credit Rating shall be either BBB- from S&P or Baa3
from Moody's;
(iv) "Level 4" shall exist at such time if (A)
neither Level 1, Level 2 nor Level 3 shall
12
<PAGE> 18
then exist and (B) the Manpower Credit Rating shall be either
BB+ from S&P or Ba1 from Moody's; and
(v) "Level 5" shall exist at such time if none of
Level 1, Level 2, Level 3 or Level 4 shall then exist;
provided that if the Manpower Credit Rating issued by S&P shall at any
time be more than one ratings category removed from the equivalent
ratings category of the Manpower Credit Rating issued by Moody's at
such time, the Level then in effect shall be determined on the basis of
an imputed ratings category for both S&P and Moody's that is one
ratings category above the lower of the two actual Manpower Credit
Ratings then in effect. Solely for purposes of illustration, if the
Manpower Credit Ratings issued by S&P and Moody's shall at any time be
A- and Baa2, respectively, the imputed ratings category shall be BBB+
and Baa1, respectively, and the Level shall be Level 2.
"Majority Banks" means at any time Banks then holding at least
66-2/3% of the outstanding A Advances; provided that (i) if no A
Advances are then outstanding, "Majority Banks" shall mean Banks
holding at least 66-2/3% of the Commitments at such time; (ii) if the
Commitments shall have been terminated and the A Advances shall have
been repaid in full, "Majority Banks" shall mean Banks holding at least
66-2/3% of the aggregate L/C Pro Rata Shares at such time; and (iii) if
the Commitments shall have been terminated, the A Notes shall have been
repaid in full and no Facility Letters of Credit shall then be
outstanding, "Majority Banks" shall mean Banks holding at least 66-2/3%
of the then aggregate unpaid principal amount of the B Notes.
"Manpower Credit Rating" means, as of any date with respect to
any rating agency, the credit rating, if any, publicly announced by
such rating agency and then in effect in respect of the senior,
unsecured, non-credit enhanced long-term debt of the Borrower. If at
any time, and during the period that, a credit rating shall cease to be
publicly announced by S&P or Moody's, the "shadow" credit rating, if
any, issued by such rating agency in respect of the senior, unsecured,
non-credit-enhanced debt of the Borrower may be used as the Manpower
Credit Rating for such rating agency at any time following
demonstration by the Borrower to the satisfaction of the Agent as to
the existence of such shadow credit rating.
"Margin Stock" has the meaning specified in Regulation U
issued by the Board of Governors of Federal Reserve System.
"Moody's" means Moody's Investors Service, Inc.
13
<PAGE> 19
"Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any of its
ERISA Affiliates is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made
or accrued an obligation to make contributions.
"1996 Bank" means a Bank hereunder that shall have been party
to the 1996 Credit Agreement.
"1996 Credit Agreement" means that certain Revolving Credit
Agreement dated as of April 1, 1996 among (i) the Borrower, (ii)
certain banks parties thereto, (iii) Credit Lyonnais Chicago Branch,
The First National Bank of Chicago and Mellon Bank, N.A., as co-agents,
(iv) Credit Lyonnais New York Branch, as "Issuing Bank" and Credit
Lyonnais Chicago Branch, as "Issuing Bank Agent", (v) Citibank
International PLC, as "Euro-Agent" and (vi) Citibank, N.A., as "Agent,"
as amended.
"Note" means either an A Note or a B Note, and "Notes" means
the A Notes and the B Notes, collectively.
"Notice of A Borrowing" has the meaning specified in
Section 2.02(a).
"Notice of B Borrowing" has the meaning specified in
Section 2.03(a)(i).
"Payment Office" means (i) for Dollars, the principal office
of Citibank in New York City, located on the date hereof at 399 Park
Avenue, New York, New York 10043, and (ii) for any Alternative
Currency, the office of Citibank International plc, located on the date
hereof at 335 Strand, London WC2R ILS England, or in either case such
other office of the Agent or the Euro-Agent as shall be from time to
time selected by it by written notice to the Borrower and the Banks.
"Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.
"PBGC" means the Pension Benefit Guaranty
Corporation or any successor thereto.
"Plan" means an employee benefit plan as defined in Section
3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate
is, or within the immediately preceding six years was, an "employer" as
defined in Section 3(5) of ERISA.
14
<PAGE> 20
"Pro Rata Share" means with respect to any Bank at any time,
the percentage that such Bank's Commitment represents of the aggregate
Commitments of all Banks at such time.
"Reference Banks" means Citibank, Credit Lyonnais New York
Branch (or, in the case of any Eurocurrency Rate to be determined in an
Alternative Currency, Credit Lyonnais United Kingdom) and The First
National Bank of Chicago.
"Register" has the meaning specified in Section 10.08.
"Reimbursement Obligations" shall mean, at any time, the then
unpaid reimbursement or repayment obligations of the Borrower to the
Issuing Banks with respect to drawings made under the Facility Letters
of Credit.
"Replacement Bank" means, for purposes of either Section 3.12
or Section 4.05, a financial institution proposed by an Issuing Bank
Agent or the Borrower, as applicable, to replace an existing Bank for
the reasons set forth in such sections.
"Requested L/C Amount" shall mean, (i) with respect to any
Facility Letter of Credit requested by the Borrower pursuant to a
Letter of Credit Issuance Request but not yet issued by an Issuing
Bank, the face amount of such Facility Letter of Credit, and (ii) with
respect to any Facility Letter of Credit for which the Borrower has
requested an amendment to increase the face amount thereof pursuant to
a Letter of Credit Amendment Request, but which has not yet been so
amended by the applicable Issuing Bank, the amount of such increase of
the face amount of such Facility Letter of Credit.
"Requisite Bank Credit Rating" shall mean a credit rating
issued by S&P, Moody's or any other nationally recognized rating agency
of not less than the minimum such rating issued by such agency to
signify that the applicable indebtedness or obligation of the rated
entity is "investment grade." In the case of any actual or proposed
Bank, the applicable "rated entity" for this purpose shall be such Bank
or, if such Bank shall not then be rated, the bank holding company
owning all or substantially all of the capital stock of such Bank.
"Revolving Credit Facility" shall mean the financial
accommodations contemplated in Article II of this Agreement.
15
<PAGE> 21
"Revolving Credit Termination Date" means November 25, 2002 or
the earlier date of termination in whole of the Commitments pursuant to
Section 2.04, or such later date as shall be determined under Section
10.02; provided in each case that if such day shall not be a Business
Day, the Revolving Credit Termination Date shall occur on the
immediately preceding Business Day.
"S&P" means Standard & Poor's Ratings Group.
"Subsidiary" means, with respect to any Person, any
corporation or other entity in which such Person owns directly or
indirectly 50% or more of the combined ordinary voting power of all
classes of stock or interests of such entity having ordinary voting
power.
"Termination Event" means (i) a "reportable event," as such
term is described in Section 4043 of ERISA (other than a "reportable
event" not subject to the provision for 30-day notice to the PBGC), or
an event described in Section 4062(e) of ERISA, or (ii) the withdrawal
of the Borrower or any of its ERISA Affiliates from a Benefit Plan
during a plan year in which it was a "substantial employer", as such
term is defined in Section 4001(a)(2) of ERISA, or the incurrence of
liability by the Borrower or any of its ERISA Affiliates under Section
4064 of ERISA upon the termination of a Plan, or (iii) the imposition
of an obligation on the Borrower or any ERISA Affiliate under Section
4041 of ERISA to provide affected parties with a written notice of
intent to terminate a Benefit Plan in a distressed termination
described in Section 4041(c) of ERISA, or (iv) the institution of
proceedings to terminate a Benefit Plan by the PBGC under Section 4042
of ERISA, or (v) any other event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Benefit Plan or (vi) the
partial or complete withdrawal of the Borrower or any ERISA Affiliate
from a Multiemployer Plan.
"Type", in respect of any A Advance, has the meaning assigned
thereto in the definition herein of "A Advance".
"Unused L/C Facility" shall mean at any time the amount, if
any, by which the Aggregate L/C Facility Commitment then in effect
exceeds the aggregate face amount of all Facility Letters of Credit
then outstanding.
16
<PAGE> 22
SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding."
SECTION 1.03. Accounting Terms and Change in Accounting
Principles. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP. If any changes in accounting principles from
those used in the preparation of the financial statements referred to in Section
6.01(e) are hereafter required or permitted by the rules, regulations,
pronouncements and opinions of the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) and are adopted by the Borrower with the
agreement of its independent certified public accountants and such changes
result in a change in the components of the calculation of any of the financial
covenants, standards or terms found in Article VI hereof, the Borrower and the
Agent agree to enter into negotiations in order to amend such provisions so as
to equitably reflect such changes with the desired result that the criteria for
evaluating the Borrower's financial condition shall be the same after such
changes as if such changes had not been made; provided, however, that no change
in GAAP that would affect the components of the calculation of any of such
financial covenants, standards or terms shall be given effect in such
calculations until such provisions are amended, in accordance with the terms of
Section 10.01, to so reflect such change in accounting principles.
SECTION 1.04. Currency Equivalents Generally. For all purposes
of this Agreement, except as otherwise provided in Article II, the equivalent in
any Alternative Currency of an amount in Dollars shall be determined at the rate
of exchange quoted by Citibank International plc, in London, at 9:00 A.M.
(London time) on the date of determination, to prime banks in London for the
spot purchase in the London foreign exchange market of such amount of Dollars
with such Alternative Currency.
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01. The A Advances. (a) Each Bank severally agrees,
on the terms and conditions hereinafter set forth, to make A Advances to the
Borrower from time to time on any Business Day during the period from the
Effective Date until the Revolving Credit Termination Date in an aggregate
amount (determined in Dollars) not to exceed at any time outstanding the Dollar
amount set forth below such Bank's name on the signature pages hereof in respect
of the Revolving Credit Facility, as such
17
<PAGE> 23
amount may be reduced pursuant to Section 2.04, increased pursuant to Section
4.06 or increased or decreased in connection with any assignment pursuant to
Section 10.08 (such Bank's "Commitment").
(b) The aggregate amount of the Commitments of the Banks shall
be deemed used from time to time to the extent of the aggregate amount of the B
Advances then outstanding and such deemed use of the aggregate amount of the
Commitments shall be applied to the Banks ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being a
"B Reduction").
(c) Each A Borrowing shall consist of A Advances of the same
Type made on the same day to the Borrower by the Banks ratably according to
their respective Commitments, and shall be in an aggregate amount:
(i) in the case of an A Borrowing comprised of A
Advances denominated in Dollars, not less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof;
(ii) in the case of an A Borrowing comprised of
Eurocurrency Advances denominated in any Alternative Currency, not less
than an amount approximately equal to $10,000,000 (at applicable
exchange rates) or an integral multiple approximately equal to
$1,000,000 (at applicable exchange rates) in excess thereof in each
case such amount (or integral multiple) to be advised to the Borrower
by the Euro-Agent on the basis of then prevailing market conditions and
conventions.
(d) Within the limits of each Bank's Commitment, the Borrower
may borrow, Convert pursuant to Section 2.02(g), repay pursuant to Section 2.05
or prepay pursuant to Section 2.09, and reborrow under this Section 2.01. For
purposes of this Section 2.01 and all other provisions of this Article II, the
equivalent in Dollars of any Alternative Currency or the equivalent in any
Alternative Currency of Dollars or of any other Alternative Currency shall be
determined in accordance with Section 2.11.
SECTION 2.02. Making the A Advances. (a) Each A Borrowing
shall be made on notice, given by the Borrower:
(x) in the case of a proposed A Borrowing comprised of Base
Rate Advances, to the Agent not later than 10:30 A.M. (New York City
time) on the Business Day that is the date of the proposed A Borrowing;
(y) in the case of a proposed A Borrowing comprised of
Eurocurrency Advances to be denominated in an Alternative Currency, to
the Euro-Agent not later than 12:00 Noon (London time) on the third
Business Day prior to the date of such proposed A Borrowing; and
18
<PAGE> 24
(z) in the case of a proposed A Borrowing comprised of
Eurocurrency Advances to be denominated in Dollars, to the Agent not
later than 10:30 A.M. (New York City time) on the third Business Day
prior to the date of such proposed A Borrowing.
The Agent or the Euro-Agent, as applicable, shall give each Bank prompt notice
thereof by telecopy, telex or cable. Each such notice of an A Borrowing (a
"Notice of A Borrowing") shall be by telecopy, telex or cable, confirmed
immediately in writing, in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such A Borrowing, (ii) Type of A
Advances comprising such A Borrowing, (iii) in the case of a proposed A
Borrowing comprised of Eurocurrency Advances, currency of such A Advances, (iv)
Interest Period for each such A Advance and (v) aggregate amount of such A
Borrowing. The Borrower shall certify, in each Notice of A Borrowing, the Level
then in effect. In the case of an A Borrowing comprised of Eurocurrency Advances
denominated in an Alternative Currency, the Borrower shall request, within
one-half hour prior to the issuance of the applicable Notice of A Borrowing, the
advice of the Euro-Agent as to the applicable exchange rate then in effect with
respect to such Alternative Currency, and the Borrower shall specify in such
Notice of A Borrowing the exchange rate so advised to it by the Euro-Agent.
(b) Each Bank shall make available for the account of its
Applicable Lending Office:
(i) in the case of an A Borrowing comprised of Base Rate
Advances, to the Agent before 12:00 noon (New York City time)(or, if
the applicable Notice of A Borrowing shall have been given on the date
of such A Borrowing, before 4:00 P.M. (New York City time)) on the date
of such A Borrowing, at such account main tained at the Payment Office
for Dollars as shall have been notified by the Agent to the Banks prior
thereto and in same day funds, such Bank's Pro Rata Share of such A
Borrowing;
(ii) in the case of an A Borrowing comprised of Eurocurrency
Advances denominated in Dollars, to the Agent before 12:00 noon (New
York City time) on the date of such A Borrowing, at such account
maintained at the Payment Office for Dollars as shall have been
notified by the Agent to the Banks prior thereto and in same day funds,
such Bank's Pro Rata Share of such A Borrowing in Dollars; and
(iii) in the case of an A Borrowing comprised of Eurocurrency
Advances denominated in an Alternative Currency, to the Euro-Agent
before 12:00 noon (local time for the location of the Payment Office
therefor) on the date of such A Borrowing, at such account
19
<PAGE> 25
maintained at the Payment Office for such Alternative Currency as shall
have been notified by the Euro-Agent to the Banks prior thereto and in
same day funds, such Bank's Pro Rata Share of such A Borrowing in such
Alternative Currency.
After the Agent's or Euro-Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article V, the Agent will make such funds
available to the Borrower at the aforesaid applicable Payment Office.
(c) Anything hereinabove to the contrary
notwithstanding,
(i) if any Bank shall, at least one Business Day before the
date of any requested A Borrowing comprised of or any requested
Conversion to Eurocurrency Advances, notify the Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or other
governmental authority asserts that it is unlawful, for such Bank or
its Eurocurrency Lending Office to perform its obligations hereunder
generally to make, fund or maintain Eurocurrency Advances or to make,
fund or maintain Eurocurrency Advances in the requested Alternative
Currency for such A Borrowing, the right of the Borrower to select or
Convert to Eurocurrency Advances in the affected currency or currencies
for such A Borrowing or any subsequent A Borrowing shall be suspended
until such Bank shall notify the Agent or the Euro-Agent that the
circumstances causing such suspension no longer exist, and each A
Advance comprising such A Borrowing shall be a Base Rate Advance;
(ii) if the Agent or the Euro-Agent shall, at least one
Business Day before the date of any requested A Borrowing of or
Conversion to Eurocurrency Advances, notify the Borrower and the Banks
that two or more Reference Banks shall have failed to furnish timely
information to the Agent or the Euro-Agent for determining the
Eurocurrency Rate for Eurocurrency Advances denominated in a particular
currency and comprising such requested A Borrowing or Conversion, the
right of the Borrower to select Eurocurrency Advances in such currency
for such A Borrowing or Conversion or to select such currency for any
subsequent A Borrowing or Conversion, shall be suspended until the
Agent or the Euro-Agent shall notify the Borrower and the Banks that
the circumstances causing such suspension no longer exist, and each A
Advance comprising such A Borrowing shall be Converted to a Base Rate
Advance on the requested date of Borrowing or Conversion;
20
<PAGE> 26
(iii) if the Majority Banks shall, at least one Business Day
before the date of any requested A Borrowing or Conversion, notify the
Agent or the Euro-Agent that the Eurocurrency Rate for Eurocurrency
Advances denominated in a particular currency and comprising such A
Borrowing or Conversion, will not adequately reflect the cost to such
Majority Banks of making or funding their respective Eurocurrency
Advances for such A Borrowing or Conversion, the right of the Borrower
to select Eurocurrency Advances in such currency for such A Borrowing
or Conversion, or to select such currency for any subsequent A
Borrowing or Conversion, shall be suspended until the Agent shall
notify the Borrower and the Banks that the circumstances causing such
suspension no longer exist, and each A Advance comprising such A
Borrowing shall be a Base Rate Advance on the requested date of
Borrowing or Conversion; and
(iv) if any Bank shall, at least one Business Day before the
date of any requested A Borrowing to be comprised of or Converted to
Eurocurrency Advances, notify the Agent or the Euro-Agent that such
Bank is not satisfied that deposits in the relevant Alternative
Currency will be freely available to it in the relevant amount and for
the relevant Interest Period, the right of the Borrower to request
Eurocurrency Advances in such Alternative Currency from such Bank as
part of such A Borrowing or Conversion or any subsequent A Borrowing or
Conversion shall be suspended until such Bank shall notify the Agent or
the Euro-Agent that the circumstances causing such suspension no longer
exist, and the A Advance to be made or Converted by such Bank as part
of such A Borrowing or Conversion shall be a Base Rate Advance (or, in
the case of any A Advance to be made or Converted by such Bank as part
of any subsequent A Borrowing or Conversion in respect of which such
Alternative Currency shall have been requested during such period of
suspension, a Eurocurrency Advance denominated in Dollars) and having
an Interest Period coextensive with the Interest Period in effect in
respect of all other A Advances comprising a part of such A Borrowing.
Each of the Agent and the Euro-Agent shall, upon becoming aware that the
circumstances causing any such suspension no longer apply, promptly so notify
the Borrower, provided that the failure of the Agent or the Euro-Agent to so
notify the Borrower shall not impair the rights of the Banks under this Section
2.02(c) or expose the Agent or the Euro-Agent to any liability. In the case of
any notice given to the Borrower under clause (i), (ii) or (iii) above, the
Borrower may, upon its receipt of such notice, elect to revoke the applicable
Notice of A Borrowing by forthwith providing written notice of such revocation
to the Agent.
21
<PAGE> 27
(d) Except as otherwise provided in Section 2.02(c), each
Notice of A Borrowing shall be irrevocable and binding on the Borrower. In the
case of any A Borrowing which the related Notice of A Borrowing specifies is to
be comprised of Eurocurrency Advances, the Borrower shall indemnify each Bank
against any loss, cost or expense incurred by such Bank as a result of any
failure to fulfill on or before the date specified in such Notice of A Borrowing
for such A Borrowing the applicable conditions set forth in Article V or as a
result of the revocation by the Borrower of such Notice of A Borrowing under
Section 2.02(c), in each case including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund the A Advance to be made by such Bank
as part of such A Borrowing when such A Advance, as a result of such failure or
revocation, is not made on such date.
(e) Unless the Agent or the Euro-Agent, as applicable, shall
have received notice from a Bank prior to the date of any A Borrowing that such
Bank will not make available to the Agent or the Euro-Agent such Bank's Pro Rata
Share of such A Borrowing, the Agent or the Euro-Agent, as applicable, may
assume that such Bank has made such portion available to it on the date of such
A Borrowing in accordance with subsection (b) of this Section 2.02 and it may,
in reliance upon such assumption, make (but shall not be required to make)
available to the Borrower on such date a corresponding amount. If and to the
extent that such Bank shall not have so made such Pro Rata Share available to
the Agent or the Euro-Agent, as applicable, such Bank and the Borrower severally
agree to repay to the Agent or the Euro-Agent, as applicable, forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent or the Euro-Agent, as applicable, at (i) in the
case of the Borrower, the interest rate applicable at the time to A Advances
comprising such A Borrowing and (ii) in the case of such Bank, the Federal Funds
Rate. If such Bank shall repay to the Agent or the Euro-Agent, as applicable,
such corresponding amount, such amount so repaid shall constitute such Bank's A
Advance as part of such A Borrowing for purposes of this Agreement.
(f) The failure of any Bank to make the A Advance to be made
by it as part of any A Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its A Advance on the date of such A
Borrowing, but no Bank shall be responsible for the failure of any other Bank to
make the A Advance to be made by such other Bank on the date of any A Borrowing.
(g) The Borrower may on any Business Day, upon notice given to
the Agent and, if applicable, the Euro-Agent not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed
Conversion, Convert all A
22
<PAGE> 28
Advances of one Type comprising the same A Borrowing into A Advances of another
Type or continue such A Advances as the same Type for a new Interest Period;
provided, however, that:
(i) the Borrower shall not make any Conversion of any
A Advances denominated in one currency into A Advances denominated in
another currency;
(ii) the Conversion of any Eurocurrency Advances
denominated in Dollars into Base Rate Advances, or the continuation of
any Eurocurrency Advances for an additional Interest Period, shall be
made on, and only on, the last day of the Interest Period then in
effect for such Eurocurrency Advances;
(iii) if, on the date of any proposed Conversion, an
Event of Default shall have occurred and is then continuing, each
Eurocurrency Advance that would otherwise be Converted or continued on
such date shall (A) if denominated in a currency other than Dollars, be
repayable in full in the applicable currency on such date, and (B) if
denominated in Dollars, Convert into a Base Rate Advance on such date;
and
(iv) the Borrower shall not continue any Eurocurrency
Advances denominated in an Alternative Currency if, as of the date of
the issuance of the applicable Notice of Conversion and determined on
the basis of the applicable exchange rate for the proposed new Interest
Period in respect of such Eurocurrency Advances, the aggregate amount
(determined in Dollars) of the Advances outstanding hereunder after
giving effect to such continuation would exceed the aggregate
Commitments at such time.
Each such notice of a Conversion (a "Notice of Conversion") shall be
substantially in the form of Exhibit I hereto and shall, within the restrictions
specified above, specify the date of such Conversion, the A Advances to be
Converted, and the duration of the new Interest Period for each such A Advance.
In the case of an A Borrowing comprised of Eurocurrency Advances denominated in
an Alternative Currency which is proposed to be continued for an additional
Interest Period, the Borrower shall request, within one-half hour prior to the
issuance of the applicable Notice of Conversion, the advice of the Euro-Agent as
to the applicable exchange rate then in effect with respect to such Alternative
Currency, and the Borrower shall specify in such Notice of Conversion the
exchange rate so advised to it by the Euro-Agent. If the Borrower shall fail to
select the duration of any new Interest Period by the time therefor required
above in respect of the A Advances comprising any A Borrowing, such A Advances
shall, subject to the terms and conditions set forth in this Section 2.02(g),
automatically Convert on the last day of the then current Interest Period into A
Advances of the same currency and
23
<PAGE> 29
having an Interest Period of one month, and the Agent will so notify the
Borrower and the Banks.
SECTION 2.03. The B Advances. (a) Each Bank severally agrees
that the Borrower may make B Borrowings in Dollars under this Section 2.03 from
time to time on any Business Day during the period from the Effective Date until
the date occurring 30 days prior to the Revolving Credit Termination Date in the
manner set forth below; provided that, following the making of each B Borrowing,
the aggregate amount of the Advances then outstanding shall not exceed the
aggregate amount of the Commitments of the Banks (computed without regard to any
B Reduction).
(i) The Borrower may request a B Borrowing under this Section
2.03 by delivering to the Agent, by telecopier, telex or cable,
confirmed immediately in writing, a notice of a B Borrowing (a "Notice
of B Borrowing"), in substantially the form of Exhibit B-2 hereto,
specifying the date and aggregate amount of the proposed B Borrowing,
the maturity date for repayment of each B Advance to be made as part of
such B Borrow ing (which maturity date shall be a Business Day that is
not earlier than 30 days after the date of the proposed B Borrowing and
not later than the Revolving Credit Termination Date), the interest
payment date or dates relating thereto, the basis on which interest is
to be calculated and any other terms to be applicable to such B
Borrowing, not later than 10:30 A.M. (New York City time) (A) at least
one Business Day prior to the date of the proposed B Borrowing, if the
Borrower shall specify in the Notice of B Borrowing that the rates of
interest to be offered by the Banks shall be fixed rates per annum and
(B) at least four Business Days prior to the date of the proposed B
Borrowing, if the Borrower shall instead specify in the Notice of B
Borrowing the basis to be used by the Banks in determining the rates of
interest to be offered by them. The Agent shall in turn promptly notify
each Bank of each request for a B Borrowing received by it from the
Borrower by sending such Bank a copy of the related Notice of B
Borrowing.
(ii) Each Bank may, if, in its sole discretion, it elects to
do so, irrevocably offer to make one or more B Advances to the Borrower
as part of such proposed B Borrowing at a rate or rates of interest
specified by such Bank in its sole discretion, by notifying the Agent
(which shall give prompt notice thereof to the Borrower), before 10:00
A.M. (New York City time) (A) on the date of such proposed B Borrow
ing, in the case of a Notice of B Borrowing delivered pursuant to
clause (A) of paragraph (i) above and (B) three Business Days before
the date of such
24
<PAGE> 30
proposed B Borrowing, in the case of a Notice of B Borrowing delivered
pursuant to clause (B) of paragraph (i) above, of the minimum amount
and maximum amount of each B Advance which such Bank would be willing
to make as part of such proposed B Borrowing (which amounts may,
subject to the proviso to the first sentence of this Section 2.03(a),
exceed such Bank's Commitment), the rate or rates of interest therefor
and such Bank's Applicable Lending Office with respect to such B
Advance; provided that if the Agent in its capacity as a Bank shall, in
its sole discretion, elect to make any such offer, it shall notify the
Borrower of such offer before 9:00 A.M. (New York City time) on the
date on which notice of such election is to be given to the Agent by
the other Banks. If any Bank shall elect not to make such an offer,
such Bank shall so notify the Agent, before 10:00 A.M. (New York City
time) on the date on which notice of such election is to be given to
the Agent by the other Banks, and such Bank shall not be obligated to,
and shall not, make any B Advance as part of such B Borrowing; provided
that the failure by any Bank to give such notice shall not cause such
Bank to be obligated to make any B Advance as part of such proposed B
Borrowing.
(iii) The Borrower shall, in turn, (A) before 11:00 A.M. (New
York City time) on the date of such proposed B Borrowing, in the case
of a Notice of B Borrowing delivered pursuant to clause (A) of
paragraph (i) above and (B) before 1:00 P.M. (New York City time) three
Business Days before the date of such proposed B Borrowing, in the case
of a Notice of B Borrowing delivered pursuant to clause (B) of
paragraph (i) above, either:
(x) cancel such B Borrowing by giving the
Agent notice to that effect, or
(y) accept one or more of the offers made by any Bank
or Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to the Agent of the amount of
each B Advance (which amount shall be equal to or greater than
the minimum amount, and equal to or less than the maximum
amount, notified to the Borrower by the Agent on behalf of
such Bank for such B Advance pursuant to paragraph (ii) above)
to be made by each Bank as part of such B Borrowing, and
reject any remaining offers made by Banks pursuant to
paragraph (ii) above by giving the Agent notice to that
effect. The Borrower shall not accept offers in an aggregate
amount, in respect of any maturity, in excess of the maximum
amount requested for such maturity by the Borrower in the
25
<PAGE> 31
applicable Notice of B Borrowing. The Borrower shall accept
offers on the basis of the respective rates quoted, selecting
first the lowest such rate and accepting offers thereafter in
ascending order of such rates. If two or more Banks make
offers at the same rate for the same maturity, and the
Borrower elects to accept a portion but not all of the
aggregate amount of such offers, the Borrower shall accept
such offers ratably in proportion to the amount bid by each
such Bank.
(iv) If the Borrower notifies the Agent that such B Borrowing
is cancelled pursuant to paragraph (iii)(x) above, the Agent shall give
prompt notice thereof to the Banks and such B Borrowing shall not be
made.
(v) If the Borrower accepts one or more of the offers made by
any Bank or Banks pursuant to paragraph (iii)(y) above, the Agent shall
in turn promptly notify (A) each Bank that has made an offer as
described in paragraph (ii) above, of the date and aggregate amount of
such B Borrowing and whether or not any offer or offers made by such
Bank pursuant to paragraph (ii) above have been accepted by the
Borrower, (B) each Bank that is to make a B Advance as part of such B
Borrowing, of the amount of each B Advance to be made by such Bank as
part of such B Borrowing, and (C) each Bank that is to make a B Advance
as part of such B Borrowing, upon receipt, that the Agent has received
forms of documents appearing to fulfill the applicable conditions set
forth in Article V. Each Bank that is to make a B Advance as part of
such B Borrowing shall, before 12:00 noon (New York City time) on the
date of such B Borrowing specified in the notice received from the
Agent pursuant to clause (A) of the preceding sentence or any later
time when such Bank shall have received notice from the Agent pursuant
to clause (C) of the preceding sentence, make available for the account
of its Applicable Lending Office to the Agent at the Payment Office
such Bank's portion of such B Borrowing, in same day funds. Upon
fulfillment of the applicable conditions set forth in Article V and
after receipt by the Agent of such funds, the Agent will make such
funds available to the Borrower at the Payment Office. Promptly after
each B Borrowing, the Agent will notify each Bank of the amount of the
B Borrowing, the consequent B Reduction and the dates upon which such B
Reduction commenced and will terminate.
(b) Each B Borrowing shall be in an aggregate amount not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each B Borrowing, the Borrower shall be in compliance
with the limitation set forth in the proviso to the first sentence of subsection
(a) above.
26
<PAGE> 32
(c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03; provided that a B Borrowing shall not be made within three
Business Days of the date of any other B Borrowing.
(d) The Borrower shall repay to the Agent for the account of
each Bank which has made a B Advance, or each other holder of a B Note, on the
maturity date of each B Advance (such maturity date being that specified by the
Borrower for repayment of such B Advance in the related Notice of B Borrowing
delivered pursuant to subsection (a)(i) above and provided in the B Note
evidencing such B Advance), the then unpaid principal amount of such B Advance.
The Borrower shall have no right to prepay any principal amount of any B Advance
unless, and then only on the terms, specified by the Borrower for such B Advance
in the related Notice of B Borrowing delivered pursuant to subsection (a)(i)
above and set forth in the B Note evidencing such B Advance.
(e) The Borrower shall pay interest on the unpaid principal
amount of each B Advance from the date of such B Advance to the date the
principal amount of such B Advance is repaid in full, at the rate of interest
for such B Advance specified by the Bank making such B Advance in its notice
with respect thereto delivered pursuant to subsection (a)(ii) above, payable on
the interest payment date or dates specified by the Borrower for such B Advance
in the related Notice of B Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the B Note evidencing such B Advance.
(f) The indebtedness of the Borrower resulting from each B
Advance made to the Borrower as part of a B Borrowing shall be evidenced by a
separate B Note of the Borrower payable to the order of the Bank making such B
Advance.
SECTION 2.04. Reduction of the Commitments. The Borrower shall
have the right, upon at least three Business Days' written notice to the Agent,
to terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Banks; provided, that (i) each partial reduction
shall be in the aggregate amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (ii) after giving effect to any such reduction,
the aggregate Commitments then in effect shall be in an amount not less than the
sum of (A) the Aggregate L/C Facility Commitment then in effect, (B) the
aggregate face amount of all commercial paper of the Borrower and its
Subsidiaries then outstanding and (C) the aggregate principal amount of the
Advances then outstanding.
SECTION 2.05. Repayment of A Advances. The Borrower shall
repay the principal amount of each A Advance made to it by each Bank on the
Revolving Credit Termination Date (or on such
27
<PAGE> 33
earlier date as may be required under Section 2.11(b) or otherwise hereunder)
and in the currency in which such A Advance shall have been made.
SECTION 2.06. Interest on A Advances. The Borrower shall pay
interest on the unpaid principal amount of each A Advance made by each Bank to
the Borrower from the date of such A Advance until such principal amount shall
be paid in full, at the following rates per annum:
(a) Base Rate Advances. If an A Advance is a Base Rate
Advance, a rate per annum equal at all times to the sum of the Base
Rate in effect from time to time plus the Applicable Margin, payable on
the last day of the applicable Interest Period (or on any earlier date
on which such A Advance shall be Converted or paid in full) and, if
such Interest Period has a duration of more than 90 days, on the date
that occurs 90 days after the first day of such Interest Period. The
Agent shall provide telephonic notice to the Borrower of the amount of
interest due and payable on Base Rate Advances by a date not later than
the date such payment is due; provided, however, that the Agent's
failure to give such notice shall not discharge the Borrower from the
Borrower's obligation to make payment of interest but shall only delay
the due date of such interest until such telephonic notice is given.
(b) Eurocurrency Advances. If such A Advance is a Eurocurrency
Advance, a rate per annum equal at all times during each Interest
Period for such A Advance to the sum of the Eurocurrency Rate for such
Interest Period plus the Applicable Margin, payable on the last day of
such Interest Period and, if such Interest Period has a duration of
more than three months, on each day which occurs during such Interest
Period every three months from the first day of such Interest Period.
(c) "Applicable Margin" means, in respect of any A Advance, a
rate per annum determined as of the first day of the Interest Period
for such A Advance in reference to the table set forth below on the
basis of the Level existing on such day.
28
<PAGE> 34
<TABLE>
<CAPTION>
Applicable Margin
(Rate per annum)
---------------------------------------------------------
Level Base Rate Advances Eurocurrency Advances
----- ------------------ ---------------------
<S> <C> <C>
Level 1 0 0.17%
Level 2 0 0.215%
Level 3 0 0.25%
Level 4 0 0.40%
Level 5 0 0.625%;
</TABLE>
provided that in the event that, in respect of any calendar month, (i)
the sum of the average aggregate principal amount of Advances
outstanding during such calendar month and the average aggregate face
amount of Facility Letters of Credit outstanding during such calendar
month shall exceed an amount equal to 50% of (ii) the sum of the
average aggregate Commitments and average aggregate L/C Facility
Commitments during such calendar month, then the Applicable Margin in
respect of each A Advance outstanding during the month next following
such calendar month shall be as set forth below:
<TABLE>
<CAPTION>
Applicable Margin
(Rate per annum)
During the Month
Following Calendar Month
of Designated Utilization
-------------------------
Level Base Rate Advances Eurocurrency Advances
----- ------------------ ---------------------
<S> <C> <C>
Level 1 0.03% 0.20%
Level 2 0.03% 0.245%
Level 3 0.03% 0.28%
Level 4 0.075% 0.475%
Level 5 0.125% 0.75%;
</TABLE>
provided further that upon the occurrence and during the continuance of any
Event of Default, the Applicable Margin in respect of each A Advance shall
increase to 2.00% per annum over the Applicable Margin otherwise in effect for
such A Advance.
SECTION 2.07. Additional Interest on Eurocurrency Advances.
The Borrower shall pay to each Bank, so long as such Bank shall be required
under regulations of the Board of
29
<PAGE> 35
Governors of the Federal Reserve System to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities,
additional interest on the unpaid principal amount of each Eurocurrency Advance
made by such Bank to the Borrower, from the date of such A Advance until such
principal amount is paid in full, at an interest rate per annum equal at all
times to the remainder obtained by subtracting (i) the Eurocurrency Rate for the
Interest Period for such A Advance from (ii) the rate obtained by dividing such
Eurocurrency Rate by a percentage equal to 100% minus the Eurocurrency Rate
Reserve Percentage of such Bank for such Interest Period, payable on each date
on which interest is payable on such A Advance. Such additional interest so
notified to the Borrower by any Bank shall be payable to the Agent (or, in the
case of any Eurocurrency Advance denominated in an Alternative Currency, the
Euro-Agent) for the account of such Bank on the dates specified for payment of
interest for such A Advance in Section 2.06.
SECTION 2.08. Interest Rate Determination. Each Reference Bank
agrees to furnish to the Agent (in the case of Eurocurrency Advances denominated
in Dollars) and the Euro-Agent (in the case of Eurocurrency Advances denominated
in any Alternative Currency) timely information for the purpose of determining
each Eurocurrency Rate. If any one or more of the Reference Banks shall not
furnish such timely information to the Agent or the Euro-Agent, as applicable,
for the purpose of determining any such interest rate, the Agent or the
Euro-Agent, as applicable, shall determine such interest rate on the basis of
timely information furnished by the remaining Reference Banks. The Agent and the
Euro-Agent, as applicable, shall give prompt notice to the Borrower and the
Banks of the applicable interest rate determined by the Agent or the Euro-Agent,
as applicable, for purposes of Section 2.06, and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.06(b).
SECTION 2.09. Prepayments. (a) The Borrower may, upon written
notice given to the Agent not later than 11:00 A.M. (New York City time) on the
date of prepayment and stating the proposed date (which shall be a Business Day)
and aggregate principal amount of the prepayment, and if such notice is given
the Borrower shall, prepay the outstanding principal amounts of the Base Rate
Advances comprising part of the same A Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid, on such date specified for prepayment; provided, however, that
(i) each partial prepayment shall be in an aggregate principal amount not less
than $1,000,000 and (ii) a Base Rate Advance that constitutes part of an A
Borrowing that, pursuant to Section 2.10, contains Eurocurrency Advances may not
be prepaid unless at such time such Eurocurrency Advances are being prepaid in
accordance with Section 2.09(b).
30
<PAGE> 36
(b) The Borrower may, upon written notice given to the Agent
not later than 11:00 A.M. (New York City time) two Business Days prior to the
date of prepayment and stating the proposed date (which shall be a Business Day)
and aggregate principal amount of the prepayment, and if such notice is given
the Borrower shall, prepay the outstanding principal amounts of the Eurocurrency
Advances comprising part of the same A Borrowing in whole (and not in part),
together with accrued interest to the date of such prepayment on the principal
amount prepaid, on such date specified for prepayment and shall pay to each
Bank, on demand, such other amounts in connection therewith as may be required
under Section 10.05(b).
(c) Subject to Section 2.03(d), the Borrower shall have no
right to prepay any principal amount of any B Advance.
SECTION 2.10. Illegality. (a) In the event that any Bank shall
have determined (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) at any time that the making or
continuance of any of its Eurocurrency Advances in Dollars or in any Alternative
Currency has become unlawful because of the introduction of or any change in or
in the interpretation of any law or regulation or because of the assertion of
unlawfulness by any central bank or other governmental authority, then, in any
such event, such Bank shall give prompt notice (by telephone confirmed in
writing) to the Borrower and to the Agent of such determination (which notice
the Agent shall promptly transmit to the other Banks).
(b) Upon the giving of the notice to the Borrower referred to
in subsection (a) above, if the affected Eurocurrency Advances are then
outstanding, the Borrower shall, upon at least one Business Day's written notice
to the Agent (and, if the affected Eurocurrency Advances are denominated in any
Alternative Currency, the Euro-Agent) and the affected Bank, or if permitted by
applicable law no later than the date permitted thereby, in the Borrower's sole
discretion, either (i) prepay the principal amount of all outstanding
Eurocurrency Advances of such Bank to which such notice related, together with
accrued interest thereon to the date of payment or (ii) Convert each such
Eurocurrency Advance into a Base Rate Advance, and, in each case be obligated to
reimburse the Banks in respect thereof pursuant to Section 10.05(b) hereof. If
more than one Bank gives notice pursuant to Section 2.10(a) at any time, then
all outstanding Eurocurrency Advances of such Banks must be treated the same by
the Borrower pursuant to this Section 2.10(b). Any Base Rate Advance arising by
reason of this Section 2.10(b) shall have an Interest Period assigned to it that
ends on the date that the Eurocurrency Advance for which it shall have been
substituted would have expired, and the principal thereof and interest thereon
shall be payable on the date that principal and interest would otherwise have
been payable on such Eurocurrency Advance (whether on the last day of such
Interest Period or on any earlier date that the other A Advances comprising a
part of the
31
<PAGE> 37
related A Borrowing shall be prepaid). Such Base Rate Advance may not be prepaid
at any time prior to the date that the Eurocurrency Advances comprising a part
of such A Borrowing shall be repaid.
SECTION 2.11. Currency Equivalents. (a) For purposes of
determining compliance with Section 2.01, 2.02(g) or 2.03(a) at any time, the
equivalent in Dollars in respect of any A Borrowing to be comprised of A
Advances denominated (or proposed to be denominated) in an Alternative Currency
or to be continued as A Advances in such Alternative Currency for an additional
Interest Period shall be determined in accordance with Section 2.02(a) or
2.02(g), as applicable, by the Euro-Agent, in consultation with the Borrower,
immediately prior to the issuance by the Borrower of the Notice of A Borrowing
requesting such A Advances or the Notice of Conversion requesting such
continuation. Any equivalent determined in accordance with Section 2.02(a) or
2.02(g) shall be deemed to remain in effect at all times during (and until the
last day of) the applicable Interest Period in respect of the A Advances
comprising the applicable A Borrowing, notwithstanding any fluctuation in
exchange rates occurring prior to the last day of such Interest Period.
(b) Promptly following the date (the "Announcement Date") the
countries parties to the Treaty on the European and Economic Monetary Union (or
any similar treaty)(the "Treaty") announce the date (the "Euro-Conversion Date")
on which participating countries shall convert their respective currencies to
the Euro (or another common currency), the Agent, the Euro- Agent and the
Borrower shall mutually agree upon the means by which the Eurocurrency Advances
hereunder that are denominated in an affected Alternative Currency shall be
converted to Eurocurrency Advances denominated in the Euro, and shall determine
whether there is a need to amend this Agreement to accommodate any conventions
then proposed to be in effect for such Conversion or for the funding or exchange
of Euros generally. From and after the Announcement Date, no Interest Period
selected by the Borrower in respect of any Eurocurrency Advance that is
denominated in an Alternative Currency affected by the Treaty shall extend
beyond the Euro-Conversion Date without the prior consent of the Agent and the
Euro-Agent. The Agent and the Euro-Agent may, on written notice to the Borrower,
require that all outstanding Eurocurrency Advances denominated in Alternative
Currencies affected by the Treaty be repaid in full on the Euro-Conversion Date.
SECTION 2.12. Evidence of A Advances. (a) The indebtedness of
the Borrower to each Bank resulting from the A Advances made to the Borrower by
such Bank shall be evidenced by an A Note of the Borrower payable to the order
of such Bank. Prior to the transfer of its A Note, each Bank may either (i)
record each A Advance (and payment thereon) on the grid attached to its A Note
or (ii) maintain, in accordance with its usual
32
<PAGE> 38
practice, an account or accounts evidencing the indebtedness of the Borrower to
such Bank resulting from each A Advance owing to such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time hereunder. At the time of transfer of its A Note, each Bank
shall record on the grid attached to such A Note the A Advances then owing to
such Bank, the currency of such A Advances and the Interest Period for each such
A Advance. Notwithstanding the foregoing, no failure on the part of any Bank to
make the notations or recordations contemplated herein shall impair, modify or
otherwise adversely affect the claim of such Bank against the Borrower in
respect of any A Advance made by such Bank hereunder.
(b) The Register maintained by the Agent pursuant to Section
10.08(c) shall include a control account, and a subsidiary account for each
Bank, in which accounts (taken together) shall be recorded (i) the date and
amount of each A Borrowing made hereunder, the Type of A Advances comprising
such Borrowing, the currency of such A Advances and the Interest Period
applicable thereto, (ii) the terms of each Assignment and Acceptance delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Bank hereunder,
and (iv) the amount of any sum received by the Agent from the Borrower hereunder
and each Bank's share thereof.
(c) The entries made in the Register shall be conclusive and
binding for all purposes, absent manifest error.
ARTICLE III
THE LETTER OF CREDIT FACILITY
SECTION 3.01. Obligation to Issue. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties of the Borrower herein set forth, each Issuing Bank agrees to issue,
from time to time on any Business Day during the period from the Effective Date
until the L/C Facility Termination Date, for the account of the Borrower through
such of such Issuing Bank's branches as it and the Borrower may jointly agree,
one or more Facility Letters of Credit; provided that the aggregate face amount
of all Facility Letters of Credit outstanding hereunder shall not at any time
exceed an amount equal to $90,000,000 (as such amount may be reduced pursuant to
Section 3.11, the "Aggregate L/C Facility Commitment").
SECTION 3.02. Issuance of Facility Letters of Credit. (a) Each
Facility Letter of Credit shall be issued on written notice given by the
Borrower to an Issuing Bank Agent and the Agent not later than 11:00 A.M. (New
York City time) five
33
<PAGE> 39
Business Days prior to the date proposed for such issuance. Such notice (a
"Letter of Credit Issuance Request") shall be in substantially the form of
Exhibit C-1 hereto (or in such other form as may be mutually agreed as among the
Borrower, such Issuing Bank Agent and the Agent) and shall be irrevocable once
given. Each Letter of Credit Issuance Request shall be by telecopy, telex,
telegraph or cable, confirmed immediately in writing by mail, and shall specify
therein (i) the stated amount of the proposed Facility Letter of Credit, (ii)
the effective date (which shall be a Business Day) of issuance thereof, (iii)
the date on which such proposed Facility Letter of Credit is to expire (which
date shall be a Business Day and shall in no event be later than the earlier to
occur of the date occurring one year after the effective date of such Facility
Letter of Credit or the Business Day immediately preceding the L/C Facility
Termination Date), (iv) the purpose for which such proposed Facility Letter of
Credit is to be issued and (v) the Person for whose benefit such proposed
Facility Letter of Credit is to be issued. Each Facility Letter of Credit shall
be denominated in Dollars. Each Letter of Credit Issuance Request shall be
accompanied by the form of the letter of credit then being requested to be
issued, which form shall not contain any terms or provisions inconsistent with
the terms and provisions of this Agreement. Such Issuing Bank Agent shall
forthwith advise its related Issuing Bank of its receipt, and the contents of,
each Letter of Credit Issuance Request.
(b) Based upon the information contained in a Letter of Credit
Issuance Request, and based upon information provided by the Issuing Banks and
the Issuing Bank Agents and the books and records of the Agent, the Agent shall
determine, as of the close of business on the day it receives such Letter of
Credit Issuance Request, the amount of the Unused L/C Facility (without giving
effect to such Letter of Credit Issuance Request). Prior to the close of
business on the second Business Day following the Agent's receipt of such Letter
of Credit Issuance Request, the Agent shall notify the applicable Issuing Bank
Agent, either in writing or by telephone notice confirmed promptly thereafter in
writing, whether the face amount of the requested Facility Letter of Credit
exceeds the Unused L/C Facility (without giving effect to such Letter of Credit
Issuance Request).
(c) Promptly following receipt by the applicable Issuing Bank
Agent of notice from the Agent pursuant to Section 3.02(b), the related Issuing
Bank shall, subject to the terms and conditions of this Agreement, issue the
requested Facility Letter of Credit in accordance with such Issuing Bank's usual
and customary business practices on the date requested for such issuance by the
Borrower in the applicable Letter of Credit Issuance Request. The proposed
Facility Letter of Credit shall, in each case, be in form and content acceptable
to such Issuing Bank, due regard being given to the terms and provisions of this
Agreement, the customs and conventions followed by such Issuing Bank in the
issuance of letters of credit generally and the
34
<PAGE> 40
advice of the Banks from time to time given to such Issuing Bank as to necessary
or desirable terms and provisions in the form of any such Facility Letter of
Credit.
(d) For purposes of calculating the Facility Letter of Credit
Obligations at any time, it shall be assumed that a Facility Letter of Credit
requested by the Borrower in accordance with the foregoing provisions of this
Section 3.02 has been issued unless and until the Agent shall have received
notice from the applicable Issuing Bank or its Issuing Bank Agent that such
Facility Letter of Credit was not in fact issued. Such Issuing Bank shall (or
shall cause its Issuing Bank Agent to) give the Agent written notice, or
telephonic notice confirmed promptly thereafter in writing, upon the issuance by
it of a Facility Letter of Credit hereunder, and the Agent shall promptly
thereafter give notice of such issuance to the Banks. A Facility Letter of
Credit otherwise issued in accordance with the terms of this Agreement shall be
a Facility Letter of Credit notwithstanding any failure by the applicable
Issuing Bank, its Issuing Bank Agent or the Agent to provide any such notice in
a timely manner.
SECTION 3.03. Extension and Renewal of Facility Letters of
Credit. (a) The Borrower may request that a Facility Letter of Credit be
extended beyond its stated expiry date or otherwise renewed by giving the
applicable Issuing Bank Agent and the Agent written notice of any such extension
or renewal not later than ten Business Days (and not earlier than thirty days)
prior to the date (the "L/C Extension Date") which is the earlier of (i) the
date such Facility Letter of Credit would have expired absent such extension or
renewal and (ii) five Business Days prior to the date that the applicable
Issuing Bank must provide notice to the Borrower or any beneficiary of such
Facility Letter of Credit that such Facility Letter of Credit will or will not
be extended or renewed. Each such notice (a "Letter of Credit Extension
Request") shall be in substantially the form of Exhibit C-2 hereto (or in such
other form as may be mutually agreed as among the Borrower, the applicable
Issuing Bank Agent and the Agent) and shall specify the Facility Letter of
Credit which is being extended or renewed and the proposed new expiration date
of such Facility Letter of Credit. Such Issuing Bank Agent shall forthwith
advise its related Issuing Bank of its receipt of, and the contents of, each
Letter of Credit Extension Request and the Agent shall promptly so advise each
Bank.
(b) The new expiration date proposed for any Facility Letter
of Credit may not be a date that is either (1) more than one year (without
regard to consensual renewal provisions contained therein) after the date such
Facility Letter of Credit would have expired absent such extension or renewal,
or (2) on or after the Business Day immediately preceding the L/C Facility
Termination Date.
35
<PAGE> 41
(c) Following proper delivery of a Letter of Credit Extension
Request pursuant to Section 3.03(a), the applicable Issuing Bank may, subject to
Section 5.03, extend the expiration date of or renew any Facility Letter of
Credit issued by such Issuing Bank (including, without limitation, by allowing
an automatic renewal to occur).
SECTION 3.04. Amendment of Facility Letters of Credit. The
Borrower may request that a Facility Letter of Credit be amended at any time by
giving the applicable Issuing Bank Agent and the Agent written notice thereof
not later than ten Business Days prior to the date proposed for such amendment
and, if such Issuing Bank Agent and the Agent agree to such amendment, such
amendment shall be given effect; provided, that (i) any extension of the
expiration date or renewal of a Facility Letter of Credit shall be subject to
the terms of Section 3.03, and (ii) any amendment which increases the face
amount of a Facility Letter of Credit shall be deemed an issuance of a new
Facility Letter of Credit with a face amount equal to the amount of such
increase, and shall be subject to the provisions of Section 3.02 (including,
without limitation, the receipt by the applicable Issuing Bank Agent of notice
from the Agent that the amount of such increase does not exceed the Unused L/C
Facility (without giving effect to such increase). Each such notice (a "Letter
of Credit Amendment Request") shall be in substantially the form of Exhibit C-3
hereto (or in such other form as may be mutually agreed as among the Borrower,
such Issuing Bank Agent and the Agent). Each Letter of Credit Amendment Request
shall specify in reasonable detail the changes that are then being requested to
be made in the applicable Facility Letter of Credit and the changes, if any, in
the information specified in the original Letter of Credit Request with respect
to such Facility Letter of Credit. The applicable Issuing Bank Agent shall
forthwith advise its related Issuing Bank of its receipt of, and the contents
of, each Letter of Credit Amendment Request and the Agent shall promptly so
advise each Bank.
SECTION 3.05. Reimbursement Obligations; Duties of an Issuing
Bank. (a) The Borrower shall reimburse each Issuing Bank for each drawing under
each Facility Letter of Credit issued by such Issuing Bank immediately following
the occurrence of such drawing and in any event by no later than the date that
is three Business Days after the date of such drawing. Any Reimbursement
Obligation not repaid on the date of the applicable drawing giving rise thereto
shall bear interest from such date until repaid in full at a rate per annum
equal to 2% per annum above the rate per annum that would be payable on Base
Rate Advances at such time.
(b) Any action taken or omitted to be taken by any Issuing
Bank or any Issuing Bank Agent under or in connection with any Facility Letter
of Credit, if taken or omitted in the absence of willful misconduct or gross
negligence, shall not put such Issuing Bank or Issuing Bank Agent under any
resulting
36
<PAGE> 42
liability to any Bank or, assuming that such Issuing Bank or Issuing Bank Agent
has complied with the applicable procedures specified herein and such Bank has
not given a notice contemplated by Section 3.06(a) that continues in full force
and effect, relieve that Bank of its obligations hereunder to the Issuing Bank.
In determining whether to pay under any Facility Letter of Credit, the
applicable Issuing Bank shall have no obligation relative to the Banks other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered in compliance and that they appear to
comply on their face with the requirements of such Facility Letter of Credit.
SECTION 3.06. Participations. (a) Upon the issuance by any
Issuing Bank of any Facility Letter of Credit in accordance with the procedures
and the terms set forth herein (and, in the case of each Facility Letter of
Credit that shall have been issued under the 1996 Credit Agreement and that is
outstanding as of the Effective Date, on the Effective Date), each Bank shall be
deemed to have irrevocably and unconditionally purchased and received from such
Issuing Bank, without recourse or warranty, an undivided interest and
participation to the extent of such Bank's L/C Pro Rata Share in such Facility
Letter of Credit (including, without limitation, all obligations of the Borrower
with respect thereto other than amounts owing to such Issuing Bank under Section
3.08(b)), provided, that (i) the aggregate participation of any Bank in Facility
Letters of Credit hereunder shall at no time exceed an amount equal to the
amount set forth below such Bank's name on the signature pages hereof in respect
of the L/C Facility, as such amount may be reduced pursuant to Section 3.11
(such Bank's "L/C Facility Commitment"), and (ii) a letter of credit issued by
an Issuing Bank shall not be deemed to be a Facility Letter of Credit for
purposes of this Section 3.06 if its related Issuing Bank Agent or such Issuing
Bank shall have received written notice from the Agent or any Bank on or before
the Business Day prior to the date of its issuance of such letter of credit that
one or more of the conditions contained in Article V is not then satisfied, and
in the event such Issuing Bank Agent or Issuing Bank receives such a notice,
such Issuing Bank shall have no further obligation to issue any letter of credit
until such notice is withdrawn by the party giving such notice.
(b) (i) In the event that any Issuing Bank makes any payment
under any Facility Letter of Credit and the Borrower shall not have repaid such
amount to such Issuing Bank pursuant to Section 3.05, such Issuing Bank shall
(or shall cause its Issuing Bank Agent to) promptly notify the Agent, which
shall promptly notify each Bank, of such failure, and each Bank severally agrees
to promptly and unconditionally pay to the Agent for the account of such Issuing
Bank the amount of such Bank's L/C Pro Rata Share of such payment in Dollars and
in same day funds and the Agent shall promptly pay such amount, and any other
amounts received by the Agent for such Issuing Bank's account
37
<PAGE> 43
pursuant to this Section 3.06(b), to such Issuing Bank. If the Agent so notifies
such Bank prior to 11:00 A.M. (New York time) on any Business Day, such Bank
shall make available to the Agent for the account of such Issuing Bank its L/C
Pro Rata Share of the amount of such payment on such Business Day in same day
funds (or on the next succeeding Business Day if notice is given after such
time). The failure of any Bank to make available to the Agent for the account of
any Issuing Bank its L/C Pro Rata Share of any such payment shall not relieve
any other Bank of its obligation hereunder to make available to the Agent for
the account of such Issuing Bank its L/C Pro Rata Share of any payment on the
date such payment is to be made.
(ii) In the event that any Bank fails to fund its L/C Pro Rata
Share of any payment required to be made by the Banks to the Agent for
the benefit of any Issuing Bank in accordance with the provisions of
clause (i) above, until the earlier of such Bank's cure of such failure
and the termination of the Bank's L/C Facility Commitment, the proceeds
of all amounts thereafter paid or repaid to the Agent by the Borrower
(or any Person on behalf of the Borrower) and contemplated hereunder to
be disbursed to such Bank for application against amounts owing such
Bank hereunder shall be disbursed instead to such Issuing Bank by the
Agent on behalf of such Bank to cure, in full or in part, such failure
by such Bank, and, upon such disbursement, payment to such Bank shall
be deemed to have been made. Notwithstanding anything in this Agreement
to the contrary:
(A) if such Issuing Bank has theretofore applied any
portion of any cash collateral pledged to it to secure
Reimbursement Obligations relating to the applicable Facility
Letter of Credit as reimbursement for such Reimbursement
Obligations, any amounts disbursed to such Issuing Bank by the
Agent in accordance with this Section 3.06(b)(ii) (net of any
interest due such Issuing Bank) shall be used by such Issuing
Bank to restore such cash collateral; and
(B) a Bank shall be deemed to have cured its failure
to fund its L/C Pro Rata Share of any such required payment in
respect of a Facility Letter of Credit at such time as an
amount equal to such Bank's L/C Pro Rata Share (determined as
of the time of the Agent's receipt of notice of the failure by
the Borrower to reimburse such Issuing Bank with respect to a
payment under such Facility Letter of Credit) of such required
payment plus any interest accrued thereon is fully funded to
such Issuing Bank, whether made by such Bank itself, by
operation of the terms of this Section 3.06(b)(ii) or by the
Borrower directly to such Issuing Bank.
38
<PAGE> 44
Interest shall accrue on the amount that should have been paid by the defaulting
Bank, for each day from the date such amount shall have been due until the date
such amount is repaid to the Agent for the benefit of the applicable Issuing
Bank, at (i) in the case of the Borrower, the interest rate applicable at the
time under Section 3.05(a) and (ii) in the case of such Bank, the Federal Funds
Rate.
(c) Whenever an Issuing Bank receives a payment on account of
a Reimbursement Obligation, including any interest thereon, as to which the
Agent has received for the account of such Issuing Bank any payments from the
Banks pursuant to this Section 3.06, it shall promptly pay to the Agent and the
Agent shall promptly pay to each Bank which has funded its participating
interest therein, in Dollars and in the kind of funds so received, an amount
equal to such Bank's L/C Pro Rata Share thereof (according to the amounts so
funded). Each such payment shall be made by the applicable Issuing Bank or the
Agent, as the case may be, on the Business Day on which such Person receives the
funds paid to it pursuant to the preceding sentence, if received prior to 11:00
a.m. (New York time) on such Business Day, and otherwise on the next succeeding
Business Day.
(d) Upon the request of any Agent or any Bank, each Issuing
Bank shall furnish to such Agent or Bank copies of any Facility Letter of
Credit, any letter of credit application to which such Issuing Bank is party and
such other documentation as may reasonably be requested by such Agent or Bank.
SECTION 3.07. Obligations Absolute. (a) The obligations of (x)
a Bank to make payments to the Agent for the account of an Issuing Bank with
respect to a drawing made under a Facility Letter of Credit issued by such
Issuing Bank in accordance with the terms of this Agreement and (y) the Borrower
to make payment with respect to all Reimbursement Obligations from time to time
existing, in each case, shall be irrevocable, shall not be subject to any
qualification or exception whatsoever and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:
(i) any lack of validity or enforceability of any Facility
Letter of Credit, this Agreement or any other instrument, document or
agreement executed and/or delivered under or in connection herewith;
(ii) the existence of any claim, setoff, defense or other
right which the Borrower or any of its affiliates may have at any time
against a beneficiary named in a Facility Letter of Credit or any
transferee of any Facility Letter of Credit (or any Person for whom any
such transferee may be acting), the Agent, any Issuing Bank, any
Issuing Bank Agent, any Bank, or any other Person, whether in
connection with this
39
<PAGE> 45
Agreement, any Facility Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying
transactions between the Borrower or any of its affiliates and the
beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented
under the Facility Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the
performance or observance of any of the terms of this Agreement or of
any instrument, document or agreement executed and/or delivered under
or in connection herewith;
(v) any failure by the Agent or any Issuing Bank to make (or
cause to be made) any reports required pursuant to Section 3.09;
(vi) the occurrence of any Event of Default; or
(vii) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing.
provided, however, that, notwithstanding the foregoing, neither the Banks nor
the Borrower shall be required to make any payments for the account of an
Issuing Bank with respect to any Facility Letter of Credit for which such
Issuing Bank is not entitled to indemnification from the Borrower by reason of
Section 3.10(d).
(b) In the event any payment by the Borrower received by an
Issuing Bank or the Agent with respect to a Facility Letter of Credit and
distributed by the Agent to the Banks on account of their participations is
thereafter set aside, avoided or recovered from such Issuing Bank in connection
with any receivership, liquidation, reorganization or bankruptcy proceeding,
each Bank which received any of such distribution shall, upon demand by such
Issuing Bank, its related Issuing Bank Agent or the Agent, contribute such
Bank's L/C Pro Rata Share of the amount set aside, avoided or recovered together
with interest on the amount so contributed at the rate required to be paid by
such Issuing Bank upon the amount required to be repaid by such Issuing Bank,
and any failure of a Bank to fund its L/C Pro Rata Share of such contribution
obligations shall be subject to the rights of the Agent, acting on behalf of
such Issuing Bank (as described in Section 3.06(b)), to advance to such Issuing
Bank any payments otherwise contemplated hereunder to be disbursed to such
defaulting Bank, in an amount sufficient to cure any such failure to fund.
40
<PAGE> 46
SECTION 3.08. Compensation for Facility Letters of Credit. (a)
The Borrower agrees to pay to the Agent for the account of each Bank, from the
date hereof until the L/C Facility Termination Date, a letter of credit issuance
fee (the "L/C Issuance Fee") at the respective rate per annum set forth below on
such Bank's L/C Pro Rata Share of the average daily undrawn face amount of the
Facility Letters of Credit. The L/C Issuance Fee shall be payable in respect of
each Bank on the last day of each Facility Quarter during the term of such
Bank's L/C Facility Commitment, and on the L/C Facility Termination Date. The
L/C Issuance Fee in respect of any period shall be determined on the basis of
the Level in effect during such period, in accordance with the table set forth
below. The rate per annum at which such fees are calculated shall change when
and as the existing Level changes.
<TABLE>
<CAPTION>
L/C
Level Issuance Fee
----- ------------
(Rate per annum)
<S> <C>
Level 1 0.17%
Level 2 0.215%
Level 3 0.25%
Level 4 0.40%
Level 5 0.625%;
</TABLE>
provided that in the event that, in respect of any calendar month, (i)
the sum of the average aggregate principal amount of Advances
outstanding during such calendar month and the average aggregate face
amount of Facility Letters of Credit outstanding during such calendar
month shall exceed an amount equal to 50% of (ii) the sum of the
average aggregate Commitments and average aggregate L/C Facility
Commitments during such calendar month, then the L/C Issuance Fee in
respect of each Facility Letter of Credit outstanding during the month
next following such calendar month shall be as set forth below:
41
<PAGE> 47
<TABLE>
<CAPTION>
L/C Issuance Fee
(Rate per annum)
During the Month
Following Calendar Month
Level of Designated Utilization
----- -------------------------
<S> <C>
Level 1 0.20%
Level 2 0.245%
Level 3 0.28%
Level 4 0.475%
Level 5 0.75%;
</TABLE>
provided further that upon the occurrence and during the continuance of
any Event of Default, the L/C Issuance Fee in respect of each Facility
Letter of Credit shall increase to 2.00% per annum over the L/C
Issuance Fee otherwise in effect for such Facility Letter of Credit.
(b) The Borrower shall pay to each Issuing Bank (or to its
related Issuing Bank Agent for the account of such Issuing Bank) such fee and
charges in connection with the issuance, administration, amendment and payment
or cancellation of each Facility Letter of Credit issued by such Issuing Bank as
shall be separately agreed to by such Issuing Bank (or its related Issuing Bank
Agent on its behalf) and the Borrower.
SECTION 3.09. Issuing Bank Reporting Requirements. In addition
to the notice required by Section 3.02(d), each Issuing Bank shall (or shall
cause its Issuing Bank Agent to), by no later than the tenth Business Day
following the last day of each month, provide to the Agent a schedule in form
reasonably satis factory to the Agent, showing the date of issue, account party,
amount, expiration date and the reference number of each Facility Letter of
Credit issued by it and outstanding at any time during such month.
SECTION 3.10. Indemnification; Nature of the Issuing Bank's
Duties. (a) In addition to amounts payable as elsewhere provided in this Article
III, the Borrower hereby agrees to protect, indemnify, pay and save the Agent,
each Issuing Bank, each Issuing Bank Agent and each Bank harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges or expenses (including reasonable attorneys' fees) arising from the
claims of third parties against the Agent, any Issuing Bank, any Issuing Bank
Agent or any Bank as a consequence, direct or indirect, of (i) the issuance of
any Facility Letter of Credit other than as a result of the gross negligence or
willful misconduct of the Agent, such Issuing Bank, such Issuing Bank Agent or
any Bank, as determined by a court of competent jurisdiction or (ii) the failure
of such Issuing Bank
42
<PAGE> 48
to honor a drawing under such Facility Letter of Credit as a result of any act
or omission, whether rightful or wrongful, of any present or future de jure or
de facto government or govern mental authority (all such acts or omissions
herein called "Government Acts").
(b) As between the Borrower on the one hand and the Agent, the
Banks, the Issuing Banks and the Issuing Bank Agents on the other, the Borrower
assumes all risks of the acts and omissions of, or misuse of any Facility Letter
of Credit by, the respective beneficiary of such Facility Letter of Credit. In
furtherance and not in limitation of the foregoing, the Agent, the Issuing
Banks, the Issuing Bank Agents and the Banks shall not be responsible: (i) for
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of the Facility Letters of Credit, even if it should in fact prove to
be in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged; (ii) for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Facility Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of a Facility Letter of Credit to comply fully with conditions
required in order to draw upon such Facility Letter of Credit, other than
conditions expressly stated in such Facility Letter of Credit; (iv) for errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) for errors in interpretation of technical terms; (vi) for any loss or delay
in the transmission or otherwise of any document required in order to make a
drawing under any Facility Letter of Credit or of the proceeds thereof; (vii)
for the misapplication by the beneficiary of a Facility Letter of Credit of the
proceeds of any drawing under such Facility Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of the Agent, any Issuing
Bank, any Issuing Bank Agent and the other Banks including, without limitation,
any Government Acts. None of the above shall affect, impair or prevent the
vesting of any of an Issuing Bank's, the Agent's, an Issuing Bank Agent's or
other Bank's rights or powers under this Section 3.10.
(c) In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by any
Issuing Bank or any Issuing Bank Agent under or in connection with the Facility
Letters of Credit or any related certificates, if taken or omitted in good
faith, shall not put such Issuing Bank, its related Issuing Bank Agent, the
Agent or any Banks under any resulting liability to the Borrower or any
affiliate of the Borrower or relieve the Borrower of any of its obligations
hereunder to any such Person.
43
<PAGE> 49
(d) Notwithstanding anything to the contrary contained in this
Section 3.10, the Borrower shall not have any obligation to indemnify an Issuing
Bank or its related Issuing Bank Agent under this Section 3.10 in respect of any
claim, demand, liability, damage, loss, cost, charge or expense incurred by such
Issuing Bank or Issuing Bank Agent arising primarily out of the gross negligence
or willful misconduct of such Issuing Bank or Issuing Bank Agent as determined
by a court of competent jurisdiction.
SECTION 3.11. Reduction of the L/C Facility Commitments. The
Borrower shall have the right, upon at least five Business Days' notice to each
Issuing Bank Agent and the Agent, to terminate in whole or reduce ratably in
part the unused portions of the respective L/C Facility Commitments of the
Banks; provided, that each partial reduction shall be in the amount of
$20,000,000 or an integral multiple of $5,000,000 in excess thereof. Upon any
partial reduction of the L/C Facility Commitments, the Aggregate L/C Facility
Commitment shall simultaneously reduce to an amount equal to the aggregate L/C
Facility Commitments then in effect.
SECTION 3.12. Substitution of Certain Banks. In the event the
credit rating of any Bank (or, if applicable, the bank holding company
controlling such Bank) shall decline to a level below the Requisite Bank Credit
Rating, any Issuing Bank Agent may direct that a Replacement Bank acceptable to
the Agent and the Borrower (such consent not to be unreasonably withheld)
replace such Bank (the "Released Bank"). Such Replacement Bank shall be an
Eligible Assignee and shall have agreed to assume the Commitment, the L/C
Facility Commitment, the participation in Facility Letters of Credit then
outstanding and all other obligations hereunder of the Released Bank and to
purchase the Note(s) and other rights of such Released Bank hereunder, without
recourse to or warranty (other than as to unencumbered ownership) by, or expense
to, such Released Bank for a purchase price equal to the outstanding principal
amount of the Advances and Reimbursement Obligations then payable to such
Released Bank plus any accrued but unpaid interest and accrued but unpaid fees
with respect thereto. Such purchase shall be effected by execution and delivery
by such Released Bank and such Replacement Bank of an Assignment and Acceptance,
and shall otherwise be made in the manner described in Section 10.08. Upon such
purchase, such Released Bank shall no longer be a party hereto or have any
rights or benefits hereunder (except for rights or benefits that such Released
Bank would retain hereunder upon termination of this Agreement and rights
arising under Section 10.05(b) upon the prepayment of all Eurocurrency Advances
extended by the Released Bank with the proceeds of such purchase) and the
Replacement Bank shall succeed to the rights and benefits, and shall assume the
obligations, of such Released Bank hereunder and under such Note.
SECTION 3.13. Designation of Additional Issuing Banks. (a) The
Borrower may, from time to time, designate any Bank then
44
<PAGE> 50
party hereto to be an "Issuing Bank" hereunder by giving written notice thereof
to the Agent and each Bank. Such designation shall thereafter become effective
upon the consent thereto by the Agent (which consent shall not be unreasonably
withheld or delayed). Each newly designated Issuing Bank shall designate, by
written notice thereof to the Agent and the Borrower, itself or any other Person
as its "Issuing Bank Agent" for purposes of this Agreement; provided that if
such Issuing Bank Agent is not then party to this Agreement, such Person shall
execute and deliver such instruments, documents or agreements as the Agent may
reasonably request to evidence that such Person, in the capacity as an Issuing
Bank Agent, has agreed to be bound by the terms of this Agreement.
(b) The failure of any Issuing Bank to honor its obligations
hereunder or under any Facility Letter of Credit issued by it shall not relieve
any other Issuing Bank from honoring its respective obligations hereunder or
under any Facility Letter of Credit issued by such other Issuing Bank, but no
Issuing Bank (or Issuing Bank Agent) shall be responsible for the failure of any
other Issuing Bank to honor such other Issuing Bank's obligations hereunder or
under any Facility Letter of Credit issued by such other Issuing Bank.
45
<PAGE> 51
ARTICLE IV
GENERAL TERMS
SECTION 4.01. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Bank a facility fee ("Facility Fee") at
the respective rate per annum set forth below on the average daily aggregate
amount of the Commitment and the L/C Facility Commitment of such Bank (whether
used or unused, and without regard to any B Reduction that may then exist) from
the date hereof until the later to occur of the Revolving Credit Termination
Date and the L/C Facility Termination Date, payable on the last day of each
Facility Quarter during the term of such Bank's Commitment and L/C Facility
Commitment, on the Revolving Credit Termination Date and on the L/C Facility
Termination Date. The Facility Fee in respect of any period shall be determined
on the basis of the Level in effect during such period, in accordance with the
table set forth below. The rate per annum at which such Facility Fee is
calculated shall change when and as the existing Level changes.
<TABLE>
<CAPTION>
Level Facility Fee
----- ------------
(Rate per annum)
<S> <C>
Level 1 0.08%
Level 2 0.11%
Level 3 0.125%
Level 4 0.25%
Level 5 0.3750%
</TABLE>
(b) Agency Fee. The Borrower agrees to pay (i) to the Agent
and the Euro-Agent such fees as may from time to time be agreed upon among the
Borrower, the Agent and the Euro-Agent and (ii) to Citicorp Securities, Inc. the
arrangement or other fees as may from time to time be agreed upon between the
Borrower and Citicorp Securities, Inc., in each case when and as such fees shall
become due and payable by the Borrower as provided therein.
(c) Auction Fee. The Borrower agrees to pay to the Agent, for
the account of the Agent, on the date of issuance of any Notice of B Borrowing,
an auction fee in the amount of $3000. Such fee shall be fully earned upon
issuance of such Notice of B Borrowing, and shall be nonrefundable without
regard to whether or not any B Advances are thereafter made in response to the
solicitation of bids made in such Notice of B Borrowing.
46
<PAGE> 52
SECTION 4.02. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes (except with respect to
principal of, interest on, and other amounts relating to A Advances denominated
in an Alternative Currency) not later than 11:00 A.M. (New York City time) on
the day when due in Dollars to the Agent in same day funds by deposit of such
funds to the Agent's account maintained at the Payment Office for Dollars in New
York City. The Borrower shall make each payment hereunder and under the Notes
with respect to principal of, interest on, and other amounts relating to A
Advances denominated in an Alternative Currency not later than 11:00 A.M. (local
time for the location of the Payment Office therefor) on the day when due in
such Alternative Currency to the Euro-Agent in same day funds by deposit of such
funds to the Euro-Agent's account maintained at the Payment Office for such
Alternative Currency. The Agent or the Euro-Agent, as applicable, will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or fees ratably (other than amounts payable pursuant to
Section 2.07, 4.03, 4.05 or 10.05) to the Banks for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Bank to such Bank for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.
(b) The Borrower hereby authorizes each Bank, if and to the
extent payment owed to such Bank by the Borrower is not made when due hereunder
or under any Note held by such Bank, to charge from time to time against any or
all of the Borrower's accounts with such Bank any amount so due. Each Bank
agrees promptly to notify the Borrower after any such charge, provided that the
failure to give such notice shall not affect the validity of such charge.
(c) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurocurrency Rate or the
Federal Funds Rate and of fees shall be made by the Agent or the Euro-Agent, as
applicable, and all computations of interest pursuant to Section 2.07 shall be
made by a Bank, on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable. Each determination by
the Agent or the Euro-Agent (or, in the case of Section 2.07, by a Bank) of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.
(d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
cases be included in the computation of payment of interest or facility fee, as
the case may be; provided, however, if such extension would cause payment
47
<PAGE> 53
of interest on or principal of Eurocurrency Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.
(e) Unless the Agent or the Euro-Agent shall have received
notice from the Borrower prior to the date on which any payment is due from the
Borrower to the Banks hereunder that the Borrower will not make such payment in
full, the Agent or the Euro-Agent, as applicable, may assume that the Borrower
has made such payment in full to it on such date and it may, in reliance upon
such assumption, cause (but shall not be required to cause) to be distributed to
each Bank on such due date an amount equal to the amount then due such Bank. If
and to the extent the Borrower shall not have so made such payment in full to
the Agent or the Euro-Agent, as applicable, each Bank shall repay to the Agent
or the Euro-Agent, as applicable, forthwith on demand such amount distributed to
such Bank together with interest thereon, for each day from the date such amount
is distributed to such Bank until the date such Bank repays such amount to the
Agent or the Euro-Agent, as applicable, at the Federal Funds Rate.
SECTION 4.03. Increased Costs and Reduced Return. (a) If, due
to either (i) the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements, in the case of Eurocurrency
Advances, included in the Eurocurrency Rate Reserve Percentage) in or in the
inter pretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), there shall be any increase after the
date hereof in the cost to any Bank or any Issuing Bank of agreeing to make or
making, funding or maintaining Eurocurrency Advances (including the conversion
of any Advance denominated in an Alternative Currency other than Euros into an
Advance denominated in Euros), by an amount deemed by such Bank or such Issuing
Bank to be material, then the Borrower shall from time to time, within 15 days
after demand by such Bank or such Issuing Bank (with a copy of such demand to
the Agent), pay to the Agent for the account of such Bank or such Issuing Bank
(as applicable) additional amounts sufficient to compensate such Bank or such
Issuing Bank for such increased cost.
(b) If, after the date hereof, any Bank or any Issuing Bank
shall have determined that the compliance with any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office or any corporation controlling such Bank) or such Issuing Bank with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on
48
<PAGE> 54
such Bank's or such Issuing Bank's capital or the capital of any corporation
controlling such Bank or such Issuing Bank as a consequence of such Bank's or
such Issuing Bank's obligations hereunder or in connection herewith to a level
below that which such Bank or such Issuing Bank (or such corporation) could have
achieved but for such adoption, change or compliance by an amount deemed by such
Bank or such Issuing Bank to be material, then the Borrower shall, from time to
time, within 15 days after demand by such Bank or such Issuing Bank (with a copy
of such demand to the Agent), pay to the Agent for the account of such Bank or
such Issuing Bank (as applicable) such additional amount or amounts as will
compensate such Bank or such Issuing Bank or such controlling corporation for
such reduction.
(c) Each Bank and each Issuing Bank will promptly notify the
Borrower and the Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Bank or such Issuing Bank to
compensation pursuant to this Section and, in the case of a Bank, will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
or any Issuing Bank claiming compensation under this Section shall set forth the
additional amount or amounts to be paid to it hereunder in reasonable detail,
including the basis for the calculation thereof and shall be conclusive in the
absence of manifest error. In determining such amount, such Bank or such Issuing
Bank may use any reasonable averaging and attribution methods.
SECTION 4.04. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the A Advances made by it (other
than pursuant to Section 2.07, 4.03 or 4.05) or the Reimbursement Obligations
owing to it, in either case in excess of its ratable share of payments on
account of the A Advances or the Reimbursement Obligations obtained by all the
Banks, such Bank shall forthwith purchase from the other Banks such
participations in the A Advances made by them or the Reimbursement Obligations
owing to them as shall be necessary to cause such purchasing Bank to share the
excess payment ratably with each of them, provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Bank, such purchase from each Bank shall be rescinded and such Bank shall repay
to the purchasing Bank the purchase price to the extent of such recovery
together with an amount equal to such Bank's ratable share (according to the
proportion of (i) the amount of such Bank's required repayment to (ii) the total
amount so recovered from the purchasing Bank) of any interest or other amount
paid or payable by the purchasing Bank in respect of the total amount so
recovered. The Borrower agrees that any Bank so purchasing a participation from
another Bank pursuant to this Section 4.04 may, to the fullest extent permitted
by law, exercise all its rights of payment (including
49
<PAGE> 55
the right of set-off) with respect to such participation as fully as if such
Bank were the direct creditor of the Borrower in the amount of such
participation.
SECTION 4.05. Taxes; Bank Certifications. (a) Any and all
payments by the Borrower hereunder shall be made, in accordance with Section
4.02 hereof, without deduction or with holding for, any and all present or
future taxes, levies, imposts, deductions or charges and all liabilities with
respect thereto, excluding (i) in the case of each Bank, the Agent and the
Euro-Agent, taxes imposed on its income and franchise taxes imposed on it, by
the jurisdiction under the laws of which such Bank, the Agent or the Euro-Agent
(as the case may be) is organized or by the laws of any political subdivision
thereof or by the laws of any nation which includes or is included within such
jurisdiction and in the case of each Bank, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction of the location of such
Bank's Applicable Lending Office, or any political subdivision thereof and (ii)
in the case of any assignment by a Bank to an Eligible Assignee pursuant to
Section 10.08, or any change by a Bank of an Applicable Lending Office in one
jurisdiction to an Applicable Lending Office in another jurisdiction, any excess
in the withholding tax applicable to such Eligible Assignee, or such new
Applicable Lending Office, over the withholding tax (other than any with holding
tax excluded from the definition of Taxes under clause (i) or this clause (ii)
of Section 4.05(a)) applicable to the former Bank, or the former Applicable
Lending Office, in each case as determined under laws (including, without
limitation, any treaty, law, rule, regulation or determination) applicable to
the former Bank and such Eligible Assignee, or the former Applicable Lending
Office and such new Applicable Lending Office, and in effect on the date of such
assignment, or such change in Appli cable Lending Office, but not including any
increase in with holding tax resulting from any subsequent change in such laws
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder, to any Bank, any Issuing Bank, the Agent or the Euro-Agent, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions such Bank, the Agent or the Euro-Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made and (ii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
law. If any Bank is entitled to reduce the taxes or any amounts otherwise
payable by it (whether through utilization of a tax credit or other benefit,
application against other payments or otherwise) as a result of any payments
required to be made by the Borrower pursuant to this Section 4.05(a), or if any
Bank subsequently recovers any amount of Taxes previously paid by the Borrower
pursuant hereto, such Bank shall, to the extent per mitted by applicable law,
(i) in the case of a reduction in taxes
50
<PAGE> 56
or other payments, pay to the Borrower the amount of such reduction within
thirty days after such reduction is realized and (ii) in the case of a recovery
of Taxes previously paid by the Borrower, refund the amount of such recovery to
the Borrower within thirty days after receipt thereof. Each Bank shall endeavor
in good faith to achieve any such reductions and recover such Taxes to the
extent that it may do so without the incurrence of expenses or other detriments
deemed by it in good faith to be material. If the Borrower is required to make
any payments to or on behalf of any Bank pursuant to this Section 4.05(a), such
Bank shall provide to the Borrower, within 90 days after the Borrower's request
therefor, a written statement executed by an appropriate officer of the Bank
stating whether such Bank anticipates making any payment to the Borrower
pursuant to the provisions of this Section 4.05(a) and the anticipated timing
thereof and briefly summarizing the tax or other considerations involved.
(b) If the Borrower makes any payment hereunder in respect of
which it is required by law to make any deduction or withholding of any Taxes,
it shall pay the full amount to be deducted or withheld to the relevant taxation
or other authority within the time allowed for such payment under applicable law
and shall deliver to the Agent or the Euro-Agent, as applicable, and the
applicable Banks as soon as practicable after it has made such payment to the
applicable authority a receipt issued by such authority or, if no such receipt
is available, a statement of the Borrower confirming the payment to such
authority of all amounts so required to be deducted or withheld from such
payment. The Borrower will indemnify each Bank, the Agent and the Euro-Agent for
the full amount of Taxes (including, without limitation, any Taxes imposed by
any jurisdiction on amounts payable under this Section 4.05) paid by such Bank,
the Agent or the Euro-Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date such Bank, the Agent
or the Euro-Agent (as the case may be) makes written demand therefor.
(c) Prior to the date of the initial Borrowing hereunder in
the case of each Bank (and on the date of the Assignment and Acceptance,
Commitment and Acceptance or Designation Agreement, as applicable, pursuant to
which it became a Bank in the case of each other Bank), and from time to time
thereafter if requested by the Borrower, the Agent or the Euro- Agent, each Bank
that is organized under the laws of any jurisdiction other than the United
States or any political subdi vision thereof agrees to furnish to the Borrower
and the Agent, two copies of either U.S. Internal Revenue Service Form 4224 or
U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein
such Bank claims entitlement to complete exemp tion from U.S. federal
withholding tax on interest paid by the
51
<PAGE> 57
Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224
or Form 1001 or any successor forms thereto if any previously delivered form
shall have expired or is found to be incomplete or incorrect in any material
respect or upon the obsolescence of any previously delivered form.
(d) The Borrower shall not be required to pay any increased
amount on account of Taxes pursuant to this Sec tion 4.05 to any Bank, the Agent
or the Euro-Agent to the extent such Taxes would not have been payable if (i)
such Bank had furnished a form (properly and accurately completed in all
material respects by such Bank) which it was otherwise required to furnish in
accordance with Section 4.05(c) hereof and (ii) the Borrower fully cooperated
with such Bank in the preparation and completion of such form. In the event of
any change in applicable law, rule or regulation resulting in liability to the
Borrower for withholding taxes, the Agent or any Bank entitled to receive
additional amounts pursuant to this Section 4.05 as a result of such change,
shall use its reasonable endeavors (consistent with its internal policy and
legal or regulatory restrictions) to change its Applicable Lending Office or
take any other action if the making of such change or the taking of such other
action would avoid the need for, or reduce the amount of, any additional amounts
chargeable to the Borrower under this Section 4.05 and would not, in the
judgment of the Agent, the Euro-Agent or such Bank, as applicable, be otherwise
disad vantageous to the Agent, the Euro-Agent or such Bank.
(e) In the event the Borrower becomes obligated to pay
additional amounts on account of Taxes to any Bank pursuant to Section 4.05(a),
unless such Bank has theretofore taken steps to change, and has changed the
circumstances creating the cause for such obligation to pay such additional
amounts, the Borrower may designate a Replacement Bank which is reasonably
acceptable to the Agent to assume such Bank's Commitment, L/C Facility
Commitment, participation in Facility Letters of Credit then outstanding and
other obligations hereunder and to purchase such Bank's Notes and other rights
hereunder, without recourse to or warranty (other than as to unencumbered
ownership) by, or expense to, such Bank for a purchase price equal to the
outstanding principal amount of the Advances and Reimbursement Obligations then
payable to such Bank plus any accrued but unpaid interest and accrued but unpaid
fees with respect thereto. Such purchase shall be effected by the execution and
delivery by such Bank and such Replacement Bank of an Assignment and Acceptance,
and shall otherwise be made in the manner described in Section 10.08. Upon such
purchase and the payment of the additional amounts described above and all other
obligations owing to such Bank, such Bank shall no longer be a party hereto or
have any rights or benefits hereunder (except for rights or benefits that such
Bank would retain hereunder upon termination of this Agreement), and the
Replacement Bank shall succeed to the rights and benefits, and shall assume the
obligations, of such Bank hereunder. Each Bank agrees to use its best efforts to
notify the Borrower as promptly
52
<PAGE> 58
as practicable upon such Bank's becoming aware that circumstances exist which
would cause the Borrower to become obligated to pay additional amounts to such
Bank pursuant to Section 4.05(a), provided, that the failure by any Bank to give
such notice shall not affect the obligations of the Borrower under such Section.
SECTION 4.06. Increases in the Facility. (a) At any time prior
to the Revolving Credit Termination Date and the L/C Facility Termination Date,
the Borrower may request that the Revolving Credit Facility and the L/C Facility
be increased; provided that, without the prior written consent of all of the
Banks, no such increase shall occur if (i) the aggregate amount of the
Commitments and L/C Facility Commitments would, after giving effect to such
increase, exceed $500,000,000, (ii) at the time of, and after giving effect to,
such increase, the Manpower Credit Rating issued by Moody's is less than A3 and
the Manpower Credit Rating issued by S&P is less than A-, (iii) any Event of
Default, or event which with the giving of notice or the lapse of time or both
would constitute an Event of Default, has occurred and is continuing or would
occur as a result of such increase or (iv) any increase in the facilities under
this Section 4.06 shall have occurred within the twelve month period immediately
preceding the date such increase is proposed to be made.
(b) Each request for an increase in the facilities shall be
made in a written notice substantially in the form of Exhibit J hereto given to
the Agent not less than 30 days prior to the effective date of such increase,
which notice (a "Facility Increase Notice") shall specify (i) the aggregate
amount of the proposed increase in the Commitments and the L/C Facility
Commitments, which shall be an amount that is an integral multiple of
$25,000,000 and shall be allocated ratably as between the Revolving Credit
Facility and the L/C Facility in the proportion (the "Designated Proportion")
that the aggregate amount of the Commitments bears to the aggregate amount of
the L/C Facility Commitments immediately prior to giving effect to such
increase, (ii) each financial institution that shall have agreed to become a
"Bank" party hereto (a "Proposed New Bank") in connection therewith and/or the
Banks then parties hereto that shall have agreed to increase their respective
Commitments and L/C Facility Commitments hereunder (collectively with the
Proposed New Banks, the "Increasing Banks"), (iii) the allocation of Commitments
and L/C Facility Commitments among the Increasing Banks, in each case the
Commitment and the L/C Facility Commitment of each Increasing Bank being in the
Designated Proportion after giving effect to such requested increase, and (iv)
the effective date of such increase (an "Increase Date").
(c) Prior to the inclusion of any Proposed New Bank in any
Facility Increase Notice, the Borrower shall have obtained the consent thereto
of the Agent. The aggregate Commitment and L/C Facility Commitment of any
Proposed New Bank shall be in a minimum amount of $15,000,000. The Borrower may
elect to offer some or all of the Banks the opportunity to participate in the
53
<PAGE> 59
anticipated increase; provided that each such Bank shall have the right but not
the obligation to commit to participate in such increase. Nothing contained
herein shall constitute, or otherwise be deemed to be, a commitment on the part
of any Bank to increase its Commitment or L/C Facility Commitment hereunder at
any time.
(d) Upon its receipt of any Facility Increase Request, the
Agent shall provide notice thereof to each Bank. On or prior to the applicable
Increase Date, the Borrower, the Agent and each Increasing Bank shall have
executed and delivered a Commitment and Acceptance, and the Borrower and each
Proposed New Bank shall otherwise have executed and delivered such other
instruments and documents as may be required under Section 4.05 or that the
Agent shall have reasonably requested in connection with such increase,
including, without limitation, in the case of the Borrower an A Note made to the
order of each Proposed New Bank. Upon satisfaction of the conditions set forth
herein, the increases requested in a Facility Increase Request shall become
effective on the applicable Increase Date, whereupon each Proposed New Bank
shall become and be a party hereto as a Bank and shall have the rights and
obligations of a Bank hereunder. The Agent shall maintain a copy of each
Commitment and Acceptance delivered to it and record the same in the Register.
ARTICLE V
CONDITIONS OF LENDING
SECTION 5.01. Conditions Precedent to Initial Advances and
Initial Facility Letter of Credit. The obligation of each Bank to make its
initial Advance and the obligation of any Issuing Bank to issue the initial
Facility Letter of Credit on or after the Effective Date is subject to the
conditions precedent that the Agent shall have received on or before the day of
the initial Borrowing or the issuance of the initial Facility Letter of Credit
(whichever is proposed to first occur) the following, each dated the date
hereof, in form and substance satisfactory to the Agent and in sufficient copies
for each Bank:
(i) The A Notes, made by the Borrower to the
order of the Banks, respectively;
(ii) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying a copy of the resolutions of the Board of
Directors of the Borrower approving this Agreement and all documents
evidencing other necessary corporate action and govern mental
approvals, if any, with respect to this Agreement;
54
<PAGE> 60
(iii) A certificate of the Secretary or an Assis tant
Secretary of the Borrower certifying the names and true signatures of
the officers of the Borrower author ized to sign this Agreement and the
other documents to be delivered hereunder;
(iv) A favorable opinion of Joel W. Biller, General Counsel of
Manpower Inc., as counsel for the Borrower, in substantially the form
of Exhibit F hereto;
(v) A favorable opinion of Godfrey & Kahn, S.C., special
counsel for the Borrower, in substantially the form of Exhibit G
hereto;
(vi) A favorable opinion of Sidley & Austin, counsel for the
Agent and the Euro-Agent, in substantially the form of Exhibit H
hereto; and
(vii) Evidence that the 1996 Credit Agreement will be
terminated on the Effective Date as contemplated in Section 10.07(b).
SECTION 5.02. Conditions Precedent to Each A Borrowing. The
obligation of each Bank to make an A Advance on the occasion of each A Borrowing
(including the initial A Borrowing) shall be subject to the further conditions
precedent that on the date of such A Borrowing: (a) the following statements
shall be true and the Agent shall have received for the account of such Bank a
certificate signed by a duly authorized officer of the Borrower as follows:
(i) The representations and warranties contained in Section
6.01 (excluding those contained in subsec tions (e) and (f)(i) thereof)
are correct on and as of the date of such A Borrowing, before and after
giving effect to such A Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date,
(ii) No event has occurred and is continuing, or would result
from such A Borrowing or from the applica tion of the proceeds
therefrom, which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both, and
(iii) In the event that the Revolving Credit Facility is being
used by the Borrower to backstop or otherwise support the issuance by
the Borrower or any of its Subsidiaries of commercial paper, the amount
by which the aggregate Commitments exceeds the Advances, after giving
effect to such A Borrowing and to the application of the proceeds
therefrom, is not less than the aggregate face
55
<PAGE> 61
amount of commercial paper of the Borrower and such
Subsidiaries then outstanding; and
and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reason ably request.
SECTION 5.03. Conditions Precedent to the Issuance, Increase
or Extension of Facility Letters of Credit. The obligation of each Issuing Bank
to issue, increase, extend, renew or otherwise modify any Facility Letter of
Credit requested under Article III (any such action being an "L/C Issue") shall,
in addition to the other terms and provisions of this Agreement, be subject to
the following conditions: (a) on the date of such L/C Issue, the following
statements shall be true (and the giving of the applicable request therefor by
the Borrower, whether in the form of a Letter of Credit Issuance Request, a
Letter of Credit Extension Request, a Letter of Credit Amendment Request or
otherwise, and the acceptance by the Borrower of the applicable Facility Letter
of Credit after giving effect to the L/C Issue in each case shall be deemed to
be a representation and warranty by the Borrower that the following statements
are true):
(i) The representations and warranties contained in Section
6.01 (excluding those contained in subsections (e) and (f)(i) thereof)
are correct on and as of the date of such L/C Issue, before and after
giving effect thereto, as though made on and as of such date, and
(ii) No event has occurred and is continuing, or would result
from such L/C Issue which constitutes an Event of Default or which
would constitute an Event of Default but for the requirement that
notice be given or time elapse or both;
(b) notice (if applicable) shall have been given by the Agent to such Issuing
Bank Agent pursuant to Section 3.02(b) stating that the face amount of such
Facility Letter of Credit (or, in the case of an amendment increasing the face
amount of a Facility Letter of Credit, the amount of such increase) does not
exceed the Unused L/C Facility (without giving effect to the applicable L/C
Issue) and (c) the Borrower shall have paid in full all fees and expenses then
payable to such Issuing Bank and its related Issuing Bank Agent in connection
with such L/C Issue and shall have repaid in full all Reimbursement Obligations
in respect of drawings made prior to the date of such L/C Issue.
SECTION 5.04. Conditions Precedent to Each B Borrow ing. The
obligation of each Bank which is to make a B Advance on the occasion of a B
Borrowing (including the initial B Borrowing) to make such B Advance as part of
such B Borrowing is subject to the conditions precedent that (i) the Agent shall
have received the written confirmatory Notice of B Borrowing with respect
56
<PAGE> 62
thereto, (ii) on or before the date of such B Borrowing, but prior to such B
Borrowing, the Agent shall have received a B Note payable to the order of such
Bank for each of the one or more B Advances to be made by such Bank as part of
such B Borrowing, in a principal amount equal to the principal amount of the B
Advance to be evidenced thereby and otherwise on such terms as were agreed to
for such B Advance in accordance with Section 2.03, and (iii) on the date of
such B Borrowing the following statements shall be true (and each of the giving
of the applicable Notice of B Borrowing and the acceptance by the Borrower of
the proceeds of such B Borrowing shall constitute a representation and warranty
by the Borrower that on the date of such B Borrowing such statements are true):
(a) The representations and warranties contained in Section
6.01 (excluding those contained in subsections (e) and (f)(i) thereof)
are correct on and as of the date of such B Borrowing, before and after
giving effect to such B Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date,
(b) No event has occurred and is continuing, or would result
from such B Borrowing or from the applica tion of the proceeds
therefrom, which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both, and
(c) No event has occurred and no circumstance exists as a
result of which the information concerning the Borrower that has been
provided to the Agent and each Bank by the Borrower in connection
herewith would include an untrue statement of a material fact or omit
to state any material fact or any fact necessary to make the statements
contained therein, in the light of the circumstances under which they
were made, not misleading.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
SECTION 6.01. Representation and Warranties of the Borrower.
The Borrower represents and warrants to the Banks and the Agent as follows:
(a) The Borrower and each of its Subsidiaries is a corporation
duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, and is duly qualified as a
foreign corporation to do business and is in good standing in
57
<PAGE> 63
every jurisdiction in which the nature of its business or the ownership
of its properties requires such quali fication and where failure so to
qualify might mate rially adversely affect the financial condition or
results of operations of the Borrower and its Sub sidiaries taken as a
whole.
(b) The execution, delivery and performance by the Borrower of
this Agreement and the Notes are within the Borrower's corporate
powers, have been duly author ized by all necessary corporate action,
and do not contravene (i) the Borrower's certificate of incorpora tion
or by-laws or (ii) any 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
is required for the due execution, delivery and performance by the
Borrower of this Agreement or any of the Notes.
(d) This Agreement is, and each of the Notes when delivered
hereunder will be, the legal, valid and bind ing obligation of the
Borrower enforceable against the Borrower in accordance with their
terms, subject to any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and to general principles of equity.
(e) The audited consolidated balance sheets of the Borrower
and its Consolidated Subsidiaries as of December 31, 1996, and the
related statements of income and retained earnings of the Borrower and
its Consoli dated Subsidiaries for the fiscal year then ended, copies
of which have been furnished to each Bank, fairly present the financial
condition of the Borrower and its Consolidated Subsidiaries as at such
date and the consolidated results of the operations of the Borrower and
its Consolidated Subsidiaries for the fiscal year ended on such date,
all in accordance with GAAP consistently applied, and since December
31, 1996, there has been no material adverse change in such condition
or operations.
(f) There is no pending or threatened action or proceeding
affecting the Borrower or any of its Sub sidiaries before any court,
governmental agency or arbitrator, (i) which, if adversely determined,
may materially adversely affect the financial condition or operations
of the Borrower and its Subsidiaries taken as a whole, or (ii) which
purports to affect the legality, validity or enforceability of this
Agreement or any of the Notes.
58
<PAGE> 64
(g) United States Federal income tax returns of the Borrower
and its Subsidiaries have been examined and closed through December
1992. The Borrower and its Subsidiaries have filed all United States
Federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or
any of its Subsidiaries except such taxes or assessments, if any, as
are being contested in good faith by appropriate proceedings. The
charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes are, in the opinion of the Borrower,
adequate.
(h) No events, including, without limitation, any "Reportable
Event" or "Prohibited Transactions," as those terms are defined in
ERISA, have occurred in connection with any Plan of the Borrower or any
of its ERISA Affiliates which might reasonably be expected to
constitute grounds for the termination of any such Plan by the PBGC or
for the appointment by the appropriate United States District Court of
a trustee to administer any such Plan. All of the Plans of the Borrower
and its ERISA Affiliates meet the minimum funding standards of Section
302 of ERISA. Each Foreign Subsidiary (as defined in Section 6.01(i)
below) of the Borrower is in compliance in all material respects with
all applicable requirements of law with respect to employee benefits,
the failure to comply with which would have a material adverse effect
on the Borrower and its Subsidiaries taken as a whole.
(i) (i) The operations of the Borrower and each of its
Domestic Subsidiaries comply in all material respects with all
applicable environmental, health and safety requirements of law; (ii)
the operations of each Foreign Subsidiary of the Borrower comply in all
material respects with all applicable environmental, health and safety
requirements of law, the failure to comply with which would have a
material adverse effect on the Borrower and its Subsidiaries taken as a
whole; and (iii) prior to the date hereof, the Borrower shall have
inspected, and shall have caused each of its Subsidiaries to have
inspected, its property owned in fee and, with respect to each building
in which asbestos shall have been found, the Borrower shall have caused
such building to be in compliance with applicable rules and regulations
under local law relating to asbestos containment, maintenance and
removal. For purposes of Sections 6.01(i) and (h), the term "Domestic
Subsidiary" means a Subsidiary organized under the laws of, or having
its principal place of business within, a jurisdiction located in the
United States and the term "Foreign Subsidiary" means any other
Subsidiary.
59
<PAGE> 65
(j) No proceeds of any Advance will be used to acquire any
equity security of a class which is regis tered pursuant to Section 12
of the Securities Exchange Act of 1934 if the Borrower has reason to
know that the board of directors of the issuer of such equity secur ity
opposes or will oppose such acquisition.
(k) The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying Margin Stock and no
proceeds of any Advance will be used to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchas ing or
carrying any Margin Stock in a manner that would cause any party hereto
to be in violation of any of Regulation G, U, T or X of the Board of
Governors of the Federal Reserve System. Not more than twenty-five
percent (25%) of the value of the assets subject to any "arrangement"
(as such term is used in section 221.2(g)(1) of Regulation U of the
Board of Governors of the Federal Reserve System) under this Agreement
or the Notes is represented by Margin Stock.
(l) Except as set forth on Schedule II hereto, neither the
Borrower nor any ERISA Affiliate maintains or contributes to any Plan;
each Plan which is intended to be a qualified plan has been determined
by the Internal Revenue Service to be qualified under Sec tion 401(a)
of the Internal Revenue Code as currently in effect and each trust
related to any such Plan has been determined to be exempt from federal
income tax under Section 501(a) of the Internal Revenue Code; neither
the Borrower nor any ERISA Affiliate maintains or contributes to any
employee welfare benefit plan within the meaning of Section 3(1) of
ERISA which provides lifetime benefits to retirees; neither the
Borrower nor any ERISA Affiliate has breached in any material respect
any of the responsibilities, obliga tions or duties imposed on it by
ERISA or regulations promulgated thereunder with respect to any Plan;
no accumulated funding deficiency (as defined in Sec tion 302(a)(2) of
ERISA and Section 412(a) of the Internal Revenue Code) exists in
respect to any Plan; neither the Borrower nor any ERISA Affiliate nor
any fiduciary of any Plan (i) has engaged in a nonexempt "prohibited
transaction" described in Section 406 of ERISA or Section 4975 of the
Internal Revenue Code or (ii) has taken any action which would
constitute or may result in a Termination Event with respect to any
Plan; neither the Borrower nor any ERISA Affiliate has incurred any
liability to the PBGC which remains outstanding other than with respect
to the payment of premiums which are not yet due and payable. Schedule
B to the most recent annual report filed with the Internal Revenue
Service with respect to each Benefit
60
<PAGE> 66
Plan and furnished to the Banks is complete and accurate in all
material respects and, except as dis closed on Schedule II hereto,
since the date of each such Schedule B, there has been no material
adverse change in the funding status or financial condition of the
Benefit Plan relating to such Schedule B; neither the Borrower nor any
ERISA Affiliate has (i) failed to make a required contribution or
payment to a Multiemployer Plan or (ii) made a complete or partial
withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan; neither the Borrower nor any ERISA Affiliate has failed to make a
required installment or any other required payment under Section 412 of
the Internal Revenue Code on or before the due date for such
installment or other payment; neither Manpower Inc. nor any ERISA
Affiliate is required to provide security to a Benefit Plan under
Section 401(a)(29) of the Internal Revenue Code due to a Plan amendment
that results in an increase in current liability of the plan year.
(m) The proceeds of each Advance shall be used exclusively for
general corporate purposes, including the repayment of commercial paper
of the Borrower or any of its Subsidiaries from time to time
outstanding, the making of acquisitions or as otherwise permitted
hereunder.
(n) The Borrower is not an "investment company," or a company
"controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.
ARTICLE VII
COVENANTS OF THE BORROWER
SECTION 7.01. Affirmative Covenants. So long as any Note or
Reimbursement Obligation shall remain unpaid or any Bank shall have any
Commitment or any L/C Facility Commitment hereunder, the Borrower will, unless
the Majority Banks shall otherwise consent in writing:
(a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable
laws, rules, regulations and orders, such compliance to include,
without limita tion, paying before the same become delinquent all
taxes, assessments and governmental charges imposed upon it or upon its
property except to the extent contested in good faith.
(b) Reporting Requirements. Furnish to the
Banks:
61
<PAGE> 67
(i) as soon as available and in any event within 45
days after the end of each of its fiscal quarters,
Consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such quarter and statements of
income and retained earnings of the Borrower and its
Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter,
and statements of income and retained earnings of the Borrower
and its Subsidiaries for the twelve-month period then ended;
(ii) as soon as available and in any event within 90
days after the end of each of its fiscal years, a copy of the
annual report for such year for the Borrower and its
Subsidiaries, containing Consolidated financial statements for
such year and certified in a manner acceptable to the Majority
Banks by Arthur Andersen & Co. or other independent public
accountants acceptable to the Majority Banks;
(iii) simultaneously with the delivery of each set of
financial statements referred to in clauses (i) and (ii)
above, a certifi cate of the chief financial officer or the
chief accounting officer of the Borrower, (A) setting forth in
reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements
of Sections 7.01(j) and 7.01(k) hereof, on the date of such
financial state ments, (B) stating whether there exists on the
date of such certificate any Event of Default or an event
which with the giving of notice or lapse of time, or both,
would constitute an Event of Default and, if there exists any
such Event of Default or event, setting forth the details
thereof and the action which the Borrower is taking or
proposes to take with respect thereto and (C) setting forth
the Manpower Credit Rating as of the date of such financial
statements (and, if different, as of the date of such
certificate);
(iv) as soon as possible and in any event within five
days after any of (A) the chief financial officer or the chief
accounting officer of the Borrower or (B) the chief financial
officer, the chief accounting officer or the director of
international
62
<PAGE> 68
finance of the Borrower learns of the occurrence of any Event
of Default or any event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default,
continuing on the date of such statement, a statement of the
chief financial officer of the Borrower setting forth details
of such Event of Default or event and the action which the
Borrower has taken and proposes to take with respect thereto;
(v) promptly after the sending or filing thereof,
copies of all reports which the Borrower sends to all holders
of any class of its securities and copies of all reports and
registration statements which the Borrower or any of its
Subsidiaries files with the Securities and Exchange Commission
or any national securities exchange;
(vi) promptly after the filing or receiving thereof,
copies of all reports and notices which the Borrower or any of
its Subsidiaries or any ERISA Affiliate files under ERISA with
the Internal Revenue Service or the PBGC or the U.S.
Department of Labor or which the Borrower or any of its
Subsidiaries or any ERISA Affiliate receives from such
entities;
(vii) promptly following any change in any credit
rating (whether publicly announced or shadow) by either S&P or
Moody's in respect of any debt of the Borrower, notice
thereof; and
(viii) such other information respecting the
condition or operations, financial or otherwise, of the
Borrower or any of its Subsidiaries as any Bank through the
Agent may from time to time reasonably request.
(c) Corporate Existence. Subject to Section 7.02(c), preserve
and keep, and will cause each of its Subsidiaries to preserve and keep,
its corporate exist ence, rights, franchises and licenses in full force
and effect; provided, however, that the Borrower may termi nate the
corporate existence of any of its Subsidiaries, or permit the
termination or abandonment of any right, franchise or license if, in
the good faith judgment of the appropriate officer or officers of the
Borrower, such termination or abandonment is not
63
<PAGE> 69
disadvantageous to the Borrower and is not materially disadvantageous
to the Banks.
(d) Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with sound and reputable insurers covering all such
properties and risks as are customarily insured by, and in amounts not
less than those customarily carried by, corporations engaged in similar
businesses and similarly situated.
(e) Properties. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its properties necessary
(in the Borrower's best business judgment) for the proper conduct of
its busi ness in good working order and condition, ordinary wear and
tear excepted.
(f) Business. Without prohibiting the Borrower from making
acquisitions or divestitures permitted under Section 7.02(c), remain in
the same businesses, similar businesses or other manufacturing or
service businesses reasonably related thereto, taken as a whole, as are
carried on at the date of this Agreement.
(g) Keeping of Books. Keep, and cause each of its Subsidiaries
to keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of the Borrower and each of its Subsidiaries in accordance
with GAAP consistently applied.
(h) Visitation Rights. At any reasonable time and from time to
time, permit the Agent or any of the Banks or any agents or
representatives thereof, to examine and make copies of and abstracts
from the records and books of account of, and visit the proper ties of,
the Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Borrower and any of its Subsidiaries with
any of their respective officers or directors.
(i) Material Contracts. Perform and observe, and cause each of
its Subsidiaries to perform and observe, all the terms and provisions
of each Material Contract to be performed or observed by it. For this
purpose, the term "Material Contract" means each contract to which the
Borrower or any of its Subsidiaries is a party that involves
consideration payable by the Borrower or any of its Subsidiaries of
$10,000,000 or more in any one case or an aggregate amount of
$25,000,000 or more.
(j) Maintenance of Interest Coverage Ratio. Maintain a ratio
of Consolidated EBITDA to Consolidated
64
<PAGE> 70
Interest Expense as of the end of each fiscal quarter, in respect of
the four-quarter period then ended, of not less than 3.00 to 1.
(k) Maintenance of Debt-to-Capitalization Ratio. Maintain a
Debt-to-Capitalization Ratio as of the end of each fiscal quarter of
not greater than 0.55 to 1.
(l) Use of the Revolving Credit Facility. In the event that
the Revolving Credit Facility is being used by the Borrower at any time
to backstop the issuance by the Borrower or any of its Subsidiaries of
commercial paper, the Borrower shall at all times cause the amount by
which the aggregate Commitments hereunder exceeds the Advances to be an
amount that is not less than the aggregate face amount of commercial
paper of the Borrower and such Subsidiaries outstanding at such time.
SECTION 7.02. Negative Covenants. So long as any Note or
Reimbursement Obligation shall remain unpaid or any Bank shall have any
Commitment or any L/C Facility Commitment hereunder, the Borrower will not,
without the written consent of the Majority Banks:
(a) Liens, Etc. Create or suffer to exist, or permit any of
its Subsidiaries to create or suffer to exist, any lien, security
interest or other charge or encumbrance, or any other type of
preferential arrange ment, upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or
permit any of its Subsidiaries to assign, any right to receive income,
other than:
(i) Liens for taxes not yet due or which are being
contested in good faith by appropriate proceedings and with
respect to which adequate reserves are being maintained;
(ii) Statutory liens of landlords and liens of
carriers, warehousemen, mechanics, materialmen and other Liens
imposed by law created in the ordinary course of business for
amounts not yet due or which are being contested in good faith
by appropriate proceedings and with respect to which adequate
reserves are being maintained;
(iii) Liens (other than any lien imposed by ERISA)
incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance
and return-of-money bonds
65
<PAGE> 71
and other similar obligations (exclusive of obli gations for
the payment of borrowed money);
(iv) Easements, rights-of-way, restrictions and other
similar charges or encumbrances not interfering with the
ordinary conduct of the business of the Borrower or any of its
Subsidiaries;
(v) Liens existing on any property prior to the
acquisition thereof, or prior to the acquisition of the entity
which owns such property, by the Borrower or any of its
Subsidiaries, in each case which lien was not created in
contemplation of such acquisition;
(vi) (A) Purchase money liens or purchase money
security interests upon or in any property acquired or held by
the Borrower or any of its Subsidiaries in the ordinary course
of business to secure the purchase of such property or to
secure indebtedness incurred solely for the purpose of
financing the acquisition of such property, (B) liens
consisting of the interests of lessors under Capitalized
Leases and (C) liens not otherwise described above in this
Section 7.02(a); provided, that the aggregate capitalized
amount of Debt incurred pursuant to such Capitalized Leases,
plus the aggregate principal amount of the indebtedness or
other obligations secured by any of the liens described in
this clause (vi) (or, if greater, the book value of the assets
that are subject to such liens) shall not exceed $20,000,000
at any time outstanding; and
(vii) Liens created in favor of the Agent, for the
benefit of the Banks and the Issuing Banks, as security for
the obligations of the Borrower under or in connection with
this Agreement, including, without limitation, Liens created
in the manner contemplated in Section 7.02(e) or Article VIII.
(b) Subsidiary Debt. At any time, permit its Subsidiaries to
incur or maintain Debt in an aggregate principal amount outstanding at
any time greater than $50,000,000, other than Debt of the type
permitted under Section 7.02(e)(vi) or (vii).
(c) Mergers, Etc. Merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of trans actions) all or substantially all
of its assets (whether now owned or hereafter acquired) to, or
66
<PAGE> 72
acquire all or substantially all of the assets of, any Person, or
permit any of its Subsidiaries to do so, except that:
(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 temporary help industry or acquire all or
substantially all of the assets used in the conduct by any
Person of a temporary help business (and assume the
liabilities related to such assets); provided, that the
aggregate purchase price for such acquisitions, together with
any liabilities assumed by the Borrower or such Subsidiary in
connection therewith, shall not exceed $90,000,000 during any
calendar year; and
(ii) any Subsidiary of the Borrower or the Borrower
may merge into or consolidate with, or transfer assets to or
acquire the assets of any other Subsidiary of the Borrower or
the Borrower; provided, that in the case of any such
transaction to which the Borrower is a party, the Borrower
shall be the surviving corporation.
provided that, in each such case, immediately after giving effect to
such proposed transaction, 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.
(d) Sales, Etc. of Assets. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease, transfer
or otherwise dispose of, any material portion of its assets, including
(without limitation) assets constituting any investment in any
Subsidiary thereof or substantially all of the assets constituting the
business of any division, branch or other unit operation thereof,
except (i) in a transaction or a series of related transactions where
the aggregate amount of the fair market value of all assets of the
Borrower and its Subsidiaries sold, leased, assigned, transferred or
otherwise disposed of in such transaction or transac tions (as such
fair market value is determined by the Board of Directors of the
Borrower at the time of such transaction or transactions) does not
exceed 15% of the Borrower's Consolidated Tangible Assets, and the
consideration received by the Borrower or any of its Subsidiaries in
each such transaction shall constitute fair market value, or (ii) in
connection with a transaction permitted by Section 7.02(c). In no event
shall the Borrower or any Subsidiary of the Borrower
67
<PAGE> 73
sell, assign or otherwise dispose of all or any material portion of its
accounts receivable.
(e) Investments in Other Persons. Make, or permit any of its
Subsidiaries to make, any loan or advance to any Person, other than to
the Borrower or (subject to clauses (vi) and (vii) below) any of its
Subsidiaries, except in the ordinary course of its business as
presently conducted, or purchase or otherwise acquire, or permit any of
its Subsidiaries to purchase or otherwise acquire, any capital stock,
obligations or other securities of, make any capital contribution to,
or otherwise invest in, any Person other than a wholly-owned (except
for qualifying shares that may be required to be owned by other Persons
under applicable law) Subsidiary of the Borrower; provided, however,
that nothing in this subsection shall prevent the Borrower or any
Subsidiary of the Borrower from:
(i) purchasing readily marketable direct obligations
of the United States of America, or any agency thereof, or
obligations guaranteed by the United States or any agency
thereof, in each case maturing within three years from the
date of purchase thereof;
(ii) purchasing certificates of deposit and
Eurodollar time deposits issued by any Bank or by commercial
banks of the United States of America with a net worth of not
less than $100,000,000;
(iii) investing up to $100,000 in certificates of
deposit issued by any FDIC insured bank or FSLIC insured
savings and loan institution which does not meet the net worth
limitation set forth in clause (ii) above;
(iv) purchasing the stock of any Person in
connection with a transaction permitted by
Section 7.02(c) above;
(v) entering into repurchase agreements with primary
dealers, any Bank or commercial banks of the United States of
America with a net worth of not less than $100,000,000,
provided that such repurchase agreements are fully
collateralized by obligations of or guaranteed by the United
States or any agency thereof;
(vi) extending loans or other financial
accommodations to any of Manpower International Inc., Manpower
Incorporated of New York, Manpower of Texas Limited
Partnership, Manpower of Indiana Limited Partnership, Manpower
France S.A.R.L.,
68
<PAGE> 74
Manpower GmbH Salespower, Manpower Japan Co., Ltd. or Manpower
PLC or their successors (collectively, the "Designated
Affiliates");
(vii) extending loans or other financial
accommodations to any Subsidiary of the Borrower other than a
Designated Affiliate; provided, that the aggregate outstanding
amount of all loans and other financial accommodations
extended to such Subsidiaries may not at any time exceed
$50,000,000;
(viii) extending loans or other financial
accommodations to any Person other than a Designated Affiliate
or a Subsidiary of the Borrower, in which Person the Borrower
directly or indirectly holds not less than 10% of the ordinary
voting power through its ownership of common stock or similar
ownership interests therein (each such Person being an "Other
Affiliate"); provided, that the aggregate outstanding amount
of all loans and other financial accommodations extended to
Other Affiliates shall not at any time exceed $3,000,000;
(ix) purchasing prime commercial paper that either
(A) is rated A-1 (or better) by S&P and P-1 by Moody's or (B)
is unrated commercial paper that has a term not to exceed 90
days and is issued by a unit of M&I Marshall & Ilsley Bank,
Firstar Bank Milwaukee, N.A. or Bank One, Milwaukee, NA as
agent for a corporation having its chief executive office (or
other significant presence) in the State of Wisconsin;
(x) in the case of any Subsidiary of the Borrower
which is incorporated in a country (the "Domicile Country")
other than the United States of America, such Subsidiary (i)
investing in certificates of deposit (or comparable
instruments) issued by a commercial bank located in its
Domicile Country and having a net worth that is the equivalent
of $100,000,000 (United States dollars), or (ii) purchasing
readily marketable direct obligations of the government of its
Domicile Country or any agency thereof, or obligations
guaranteed by such government or agency (collectively,
"Country Obligations"), in each case such certificate of
deposit or Country Obligation being denominated in the
currency of such Domicile Country and maturing within one year
from the date of purchase thereof; provided that any
Subsidiary incorporated in France, Germany, Norway or the
United Kingdom may purchase Country
69
<PAGE> 75
Obligations of its Domicile Country that mature up to three
years after the date of purchase thereof if, after giving
effect to such purchase, the aggregate outstanding investment
by the Borrower and its Subsidiaries in the Country
Obligations of France, Germany, Norway and the United Kingdom
and having a maturity date of more than one year from the date
of purchase thereof does not exceed an amount equal to (x)
$5,000,000 in the case of any such country of (y) $20,000,000
in the case of all such countries; and
(xi) extending personal loans or advances to
employees of the Borrower or employees of any of its
Subsidiaries in the ordinary course of business; provided that
the aggregate principal amount of all such employee loans and
advances shall not at any time exceed an amount equal to
$3,000,000;
provided, that in the case of each of the transactions described in
clauses (iv), (vi), (vii) and (viii) above, immediately prior to and
immediately after giving effect to such transaction, 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. In any
determination of the aggregate outstanding amount of loans and other
financial accommodations extended to any Person at any time for
purposes of clause (vi), (vii) or (viii) above, the undrawn face amount
of, and the Reimbursement Obligations in connection with, any Facility
Letter of Credit issued for the benefit of any such Person shall be
included. A Facility Letter of Credit shall be deemed to have been
issued for the benefit of a Designated Affiliate, a Subsidiary of the
Borrower or an Other Affiliate of the Borrower if it names such Person
as the beneficiary thereunder, or names any other Person as beneficiary
thereunder to further a business objective or other purpose of such
Designated Affiliate, Subsidiary or Other Affiliate.
(f) Assumptions, Guaranties, Etc. of Indebtedness of Other
Persons. Assume, guarantee, endorse or other wise become directly or
contingently liable, or permit any of its Subsidiaries to assume,
guarantee, endorse, or otherwise become directly or contingently liable
(including, without limitation, liable by way of agreement, contingent
or otherwise, to purchase, to provide funds for payment, to supply
funds to or otherwise invest in the debtor or otherwise to assure the
creditor against loss) in connection with any obligations or
indebtedness of any Person or entity other than the Borrower or any
Subsidiary of the Borrower, except (i) guaranties by endorsement of
negotiable instruments for deposit or collection or
70
<PAGE> 76
similar transactions in the ordinary course of business, (ii) until
December 1, 1998, the indemnities contemplated in Section 8 (without
regard to Section 8(f) thereof) of that certain Purchase Agreement
dated as of October 1, 1992, by and between the Borrower, Manpower
International Inc. (which has subsequently merged into the Borrower),
Lazard Freres & Co., and Morgan Stanley & Co., a copy of which section
is set forth on Schedule III herein, and without giving effect to any
amendments therein after November 22, 1994, and (iii) guaranties or
similar obligations (other than the obligations described in clause (i)
or (ii) above) in an aggregate amount not to exceed $80,000,000 at any
time outstanding.
(g) Subsidiaries Not Permitted to Restrict Certain of their
Rights. 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 to:
(i) make or declare, in accordance with applicable
law, dividends or other distributions of assets, properties,
cash, rights, obligations or secur ities on account of any
shares of any class of capital stock of such Subsidiary,
(ii) purchase, redeem or otherwise acquire for value,
in accordance with applicable law, any shares of any class of
capital stock of such Subsidiary or any warrants, rights or
options to acquire any such shares,
(iii) make any loan, advance or other financial
accommodation of any type to the Borrower or to any other
Subsidiary of the Borrower, or
(iv) incur or maintain Debt (in an aggregate amount
with respect to all Subsidiaries) of up to $60,000,000
outstanding at any time.
71
<PAGE> 77
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:
(a) The Borrower shall fail to pay any principal,
Reimbursement Obligation or any fees when due under this Agreement, or
the Borrower shall fail to pay any interest within three Business Days
after the date such interest shall have become due under this
Agreement; or
(b) Any written representation or warranty made by the
Borrower herein or in connection with this Agreement shall prove to
have been incorrect in any material respect when made; or
(c) The Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in Section 7.01(b)(iv), 7.01(d),
7.01(j), 7.01(k), or 7.02 or (ii) any other term, covenant or agreement
contained in this Agreement, on its part to be performed or observed if
such failure shall remain unremedied for 30 days after written notice
thereof shall have been given to the Borrower by the Agent or any Bank;
or
(d)(i) The Borrower or any of its Subsidiaries shall fail to
pay any principal of or premium or interest on any Debt (excluding Debt
which as to it constitutes "Guarantee Debt" as defined below and
excluding Debt created by Advances or constituting Reimbursement
Obligations under this Agreement) (such non-excluded Debt being "Other
Debt") which is outstanding in a principal amount of at least
$25,000,000 in the aggregate of the Borrower or such Subsidiary (as the
case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to
such Other Debt; or any other event shall occur or condition shall
exist under any agreement or instrument relating to any such Other Debt
and shall continue after the applicable grace period, if any, specified
in such agreement or instrument, if the effect of such event or
condition is to accelerate or permit the acceleration of the maturity
of such Other Debt; or any Other Debt which is outstanding in a
principal amount of at least $5,000,000 in the aggregate shall be
declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment), prior to the stated
maturity thereof, whether by acceleration or otherwise; or
72
<PAGE> 78
(ii) In the case of any Debt (the "Guarantee Debt") existing
by reason of a Guarantee issued by the Borrower or any of its
Subsidiaries in respect of the indebtedness or obligations (the
"Primary Obligation") of any other Person (the "Primary Obligor"), the
Primary Obligor shall fail to pay any principal of, premium or interest
on, or other amount payable on or in connection with the Primary
Obligation which is outstanding in a principal or other amount of at
least $10,000,000 in the aggregate when the same becomes due or
declared payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), such failure shall continue after
the applicable grace period, if any, specified in the agreement or
instrument relating to such Primary Obligation, and demand for such
payment shall be made under the Guarantee Debt; or any other event
shall occur or condition exist under any agreement or instrument
relating to any such Primary Obligation and shall continue after the
applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate
the maturity of such Primary Obligation; or any such Primary Obligation
shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior to the
stated maturity thereof; or
(e) The Borrower or any of its Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Borrower or any of its Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorga nization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, or other similar official for it or for any
substantial part of its property; or the Borrower or any of its
Subsidiaries shall take any corporate action to author ize any of the
actions set forth above in this subsection (e); or
(f) Any judgment or order for the payment of money in excess
of $5,000,000 shall be rendered against the Borrower or any of its
Subsidiaries and (i) enforc ement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any
period of 30 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise,
shall not be in effect; or
73
<PAGE> 79
(g) Any Termination Event with respect to a Plan shall have
occurred and be continuing 30 days after notice thereof shall have been
given to the Borrower by the Agent, and the then current value of such
Plan's benefits guaranteed under Title IV of ERISA exceeds then current
value of such Plan's assets allocable to such benefits by more than
$500,000 (or in the case of a Termination Event involving the
withdrawal of a substantial employer or the withdrawal from a
Multiemployer Plan, the withdrawing employer's pro portionate share of
such excess amount or such withdrawal liability); or
(h) (i) Any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of securities of the
Borrower (or other securities convertible into such securities)
representing 20% or more of the combined voting power of all securities
of the Borrower entitled to vote in the election of directors, other
than securities having such power only by reason of the happening of a
contingency; or (ii) any Person or two or more Persons acting in
concert shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of, the power to exercise, directly
or indirectly, a controlling influence over the management or policies
of the Borrower;
then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Borrower, declare the
obligation of each Bank to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Majority Banks by notice to the Borrower, declare the
outstanding Advances, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the outstanding
Advances, all such interest and all such amounts shall become and be forthwith
due and payable, without present ment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower and (iii) shall
at the request, or may with the consent, of either Issuing Bank (or its related
Issuing Bank Agent) or the Majority Banks, by notice to the Borrower, declare
the obligation of such Issuing Bank to issue Facility Letters of Credit to be
terminated, whereupon the same shall forthwith terminate; provided, however,
that in the event of an actual or deemed entry of an order for relief with
respect to the Borrower or any of its Subsidiaries under the Federal Bankruptcy
Code, (A) the obligation of each Bank to make Advances shall automatically be
terminated, (B) the obligation of each Issuing Bank to issue Facility Letters of
Credit shall
74
<PAGE> 80
automatically be terminated and (C) the outstanding Advances, all such interest
and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.
SECTION 8.02. The Cash Collateral Account. (a) If any Event of
Default shall have occurred and be continuing, the Agent shall at the request,
or may with the consent, of either the Majority Banks or the Issuing Bank
Agents, make demand upon the Borrower to, and forthwith upon such demand the
Borrower shall, pay to the Agent in immediately available funds at the Agent's
office described in Section 10.03 below, for deposit in a special non-interest
bearing cash collateral account (the "Cash Collateral Account") to be maintained
at such office of the Agent, an amount equal to the maximum amount then
available to be drawn under the Facility Letters of Credit (or such lesser
amount as may be demanded by the Agent in its sole discretion). The Cash
Collateral Account shall be in the name of the Borrower (as a cash collateral
account), but under the sole dominion and control of the Agent and subject to
the terms of this Agreement.
(b) If requested by the Borrower and subject to the right of
the Agent to withdraw funds from the Cash Collateral Account as provided below,
the Agent shall, so long as no Event of Default shall have occurred and be
continuing, from time to time invest funds on deposit in the Cash Collateral
Account, reinvest proceeds of any such investments which may mature or be sold,
and invest interest or other income received from any such investments, in each
case in such Eligible Securities as the Borrower may select and notify to the
Agent. Such proceeds, interest or income which are not so invested or reinvested
in Eligible Securities shall, except as otherwise provided in this Section 8.02,
be deposited and held by the Agent in the Cash Collateral Account. Neither the
Agent nor any Bank shall be liable to the Borrower for, or with respect to, any
decline in value of amounts on deposit in the Cash Collateral Account which
shall have been invested, pursuant to this Section 8.02(b), at the direction of
the Borrower. "Eligible Securities" means (i) United States Treasury bills with
a remaining maturity not in excess of 180 days, (ii) negotiable certificates of
deposit, or time deposits or bankers acceptances, of any Bank or of any prime
United States commercial bank with a remaining maturity not in excess of 90
days, which commercial bank shall have capital and surplus of at least
$100,000,000 in the aggregate at all times and a debt rating of at least A from
S&P and at least A2 from Moody's at all times, and (iii) such other instruments
(within the meaning of Article 9 of the Code) as the Borrower may request in
writing and the Agent may approve. Eligible Securities from time to time
purchased and held pursuant to this Section 8.02(b) shall be referred to as
"Collateral Securities" and shall, for purposes of this Agreement, constitute
part of the funds held in the Cash Collateral Account in amounts equal to their
respective outstanding principal amounts.
75
<PAGE> 81
(c) If at any time the Agent or any Issuing Bank Agent
determines that any funds held in the Cash Collateral Account are subject to any
right or claim of any Person other than the Agent or that the total amount of
such funds is less than the maximum amount at such time available to be drawn
under the Facility Letters of Credit, the Borrower will, forthwith upon demand
by the Agent or such Issuing Bank Agent, pay to the Agent, as additional funds
to be deposited and held in the Cash Collateral Account, an amount equal to the
excess of (i) such maximum amount at such time available to be drawn under the
Facility Letters of Credit over (ii) the total amount of funds, if any, then
held in the Cash Collateral Account which the Agent determines to be free and
clear of any such right and claim.
(d) The Borrower hereby pledges, and grants to the Agent, for
the benefit of the Banks and the Issuing Banks, a security interest in, all
funds held in the Cash Collateral Account (including Collateral Securities) from
time to time and all proceeds thereof, as security for the payment of all
amounts due and to become due from the Borrower to the Issuing Banks, the
Issuing Bank Agents, the Banks and the Agent under this Agreement. Nothing in
this Section 8.02, however, shall obligate the Agent to take any action which
the Agent determines may expose the Agent to personal liability or which is
contrary to this Agreement or applicable law.
(e) The Agent may, at any time or from time to time after
funds are either deposited in the Cash Collateral Account or invested in
Collateral Securities, after selling, if necessary, any Collateral Securities,
apply funds then held in the Cash Collateral Account to the payment of any
amounts, in such order as the Agent may elect (but in any event ratably as among
the Banks, after reimbursement of the Agent's costs and expenses), as shall have
become or shall become due and payable by the Borrower to the Banks or the Agent
under this Agreement and whether or not such amount payable is in respect of a
drawing made under a Facility Letter of Credit, principal or interest on any
Advance made hereunder or any fees or expenses payable under or in connection
with this Agreement. The Borrower agrees that, to the extent notice of sale of
any Collateral Securities shall be required by law, at least five (5) Business
Days' notice to the Borrower of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
(f) Neither the Borrower nor any Person or entity claiming on
behalf of or through the Borrower shall have any right to withdraw any of the
funds held in the Cash Collateral Account, except as otherwise provided in
Section 8.02(g) below and except that upon the latest to occur of (i) the
expiration or termination of all of the Facility Letters of Credit in
76
<PAGE> 82
accordance with their respective terms, (ii) the payment of all amounts payable
by the Borrower to the Banks and the Agent under this Agreement and the Notes,
and (iii) the termination of this Agreement, any funds remaining in the Cash
Collateral Account, shall be returned by the Agent to the Borrower or paid to
whoever may be legally entitled thereto.
(g) So long as no Event of Default shall have occurred and be
continuing, the Agent will release to the Borrower or at its order, at the
written request of the Borrower, funds held in the Cash Collateral Account in an
amount up to but not exceeding the excess, if any (immediately prior to the
release of any such funds), of (i) the total amount of funds held in the Cash
Collateral Account over (ii) the maximum amount then available to be drawn under
the Facility Letters of Credit.
(h) The Borrower agrees that it will not (i) sell or otherwise
dispose of any interest in the Cash Collateral Account or any funds held
therein, or (ii) create or permit to exist any lien, security interest or other
encumbrance upon or with respect to the Cash Collateral Account or any funds
held therein, except as provided in or contemplated by this Section 8.02.
(i) The Agent shall exercise reasonable care in the custody
and preservation of any funds held in the Cash Collateral Account and shall be
deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Agent accords its own property, it
being understood that the Agent shall not have any responsibility for taking any
necessary steps to preserve rights against any parties with respect to any such
funds.
ARTICLE IX
THE AGENT AND THE EURO-AGENT
SECTION 9.01. Authorization and Action. Each Bank and Issuing
Bank hereby appoints and authorizes the Agent and the Euro-Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. As to any matters not expressly provided for
by this Agreement (including, without limitation, enforcement or collection of
the Advances or the Reimbursement Obligations), neither the Agent nor the
Euro-Agent shall be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Majority
Banks, and such instructions shall be binding upon all Banks and Issuing Banks;
provided, however, that neither the Agent nor the Euro-Agent shall be required
to take any action which exposes the Agent or the Euro-Agent to
77
<PAGE> 83
personal liability or which is contrary to this Agreement or applicable law.
Each of the Agent and the Euro-Agent agrees to give to each Bank prompt notice
of each written notice given to it by the Borrower pursuant to the terms of this
Agreement.
SECTION 9.02. Agent's and Euro-Agent's Reliance, Etc. Neither
the Agent, the Euro-Agent nor any of their respective directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, each of the Agent and the Euro-Agent: (i) may
treat the payee of any Advance as the holder thereof until the Agent receives
written notice of the assignment or transfer thereof signed by such payee and in
form satisfactory to the Agent; (ii) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or
representations made in or in connection with this Agreement; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement on the part of the
Borrower or to inspect the property (including the books and records) of the
Borrower; (v) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties.
SECTION 9.03. Citibank and Affiliates. With respect to its
Commitment, L/C Facility Commitment, participation in Facility Letters of Credit
and the Advances made by it, Citibank shall have the same rights and powers
under this Agreement as any other Bank and may exercise the same as though it
were not the Agent; and the term "Bank" or "Banks" shall, unless otherwise
expressly indicated, include Citibank in its individual capacity. Citibank and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower,
any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any of its Subsidiaries all as if Citibank were
not the Agent and Citibank International plc were not the Euro-Agent and without
any duty to account therefor to the Banks.
SECTION 9.04. Bank Credit Decision. Each Bank and Issuing Bank
acknowledges that it has, independently and without
78
<PAGE> 84
reliance upon the Agent, the Euro-Agent or any other Bank and based on the
financial statements referred to in Section 6.01 and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank and Issuing Bank also
acknowledges that it will, independently and without reliance upon the Agent,
the Euro-Agent or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.
SECTION 9.05. Indemnification. The Banks agree to indemnify
the Agent and the Euro-Agent (to the extent not reimbursed by the Borrower),
ratably according to the respective amounts of their Commitments, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Agent or the Euro-Agent in any way relating to or arising out of this Agreement
or any action taken or omitted by the Agent or the Euro-Agent under this
Agreement, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's or the Euro-Agent's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Bank agrees to reimburse the Agent or the Euro-Agent, as applicable
promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administra tion, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent and the Euro-Agent are not reim bursed for such
expenses by the Borrower.
SECTION 9.06. Successor Agent. Either or both of the Agent or
the Euro-Agent may resign at any time by giving written notice thereof to the
Banks and the Borrower and may be removed at any time with or without cause by
the Majority Banks. Upon any such resignation or removal, the Majority Banks
shall have the right to appoint one of the Banks as the successor Agent and such
Bank or an affiliate of such Bank as the successor Euro- Agent. If no successor
Agent or Euro-Agent, as applicable, shall have been so appointed by the Majority
Banks, and shall have accepted such appointment, within 30 days after the
retiring Agent's or retiring Euro-Agent's giving of notice of resignation or the
Majority Banks' removal of the retiring agent, then the retiring Agent or
retiring Euro-Agent may, on behalf of the Banks, appoint one of the Banks as the
successor Agent or successor Euro-Agent. If none of the Banks will accept such
an appointment, the retiring Agent may, on behalf of the Banks, appoint a
successor Agent or successor Euro-Agent which shall be
79
<PAGE> 85
a commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000. Upon the acceptance of any appointment as Agent or Euro-Agent
hereunder by a successor Agent or Euro-Agent, such successor Agent or Euro-Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent or Euro-Agent, as applicable, and
the retiring Agent or Euro-Agent, as applicable, shall be discharged from its
duties and obligations under this Agreement. The successor Agent or Euro-Agent
shall immediately notify the Borrower of such appointment. After any retiring
Agent's or retiring Euro-Agent's resignation or removal hereunder as Agent or
Euro-Agent, the provisions of this Article IX shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent or Euro-Agent
under this Agreement.
SECTION 9.07. Designation of Collateral Agents. The Agent may,
from time to time, designate one or more of the Banks to serve as collateral
agent (each, a "Collateral Agent") for all of the Banks and Issuing Banks in
respect of this Agreement and, in that connection, to accept from the Borrower
and hold in pledge certain collateral for the benefit of the Banks and the
Issuing Banks including, without limitation, pledges of promissory notes or
other instruments of the type contemplated under clauses (vi), (vii) and (viii)
of Section 7.02(e). Any such designation shall be effected in accordance with
documentation ("Collateral Documents") satisfactory to the Agent and such
Collateral Agent and, to the extent the Borrower shall be party thereto, the
Borrower. Neither the Agent nor any Collateral Agent nor any of their respective
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement or
any Collateral Documents, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the
Agent and the Collateral Agent, in connection with any collateral arrangement:
(i) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (ii) makes
no warranty or representation to any Bank and shall not be respon sible to any
Bank for any statements, warranties or representa tions made in or in connection
with the collateral then pledged or to be pledged under such collateral
arrangement; (iii) shall not have any duty to ascertain or to inquire as to the
perfor mance or observance of any of the terms, covenants or conditions of the
Collateral Documents on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (iv) shall not be responsible
to any Bank for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Collateral Document or any other
instrument or document furnished pursuant thereto; (v) shall
80
<PAGE> 86
incur no liability under or in respect of any Collateral Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties and (vi) shall have no responsibility to
undertake perfection of any security interest granted to the Banks by the
Borrower other than the taking of possession of any assets pledged to the
Collateral Agent under such collateral arrangement and shall not have any
responsibility to ensure the priority of any such security interest.
SECTION 9.08. Issuing Bank Agent. Each Issuing Bank hereby
appoints and authorizes its designated Issuing Bank Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to such Issuing Bank Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. Each Bank and the Agent (i) may at
all times assume that an Issuing Bank Agent is and remains duly appointed and
authorized to act on behalf of its related Issuing Bank, and (ii) shall be
entitled to rely on any notice, consent, certificate or other advice by such
Issuing Bank Agent on behalf of itself or its related Issuing Bank, in each case
until such time as the Agent receives written notice from the applicable Issuing
Bank that such Issuing Bank Agent has resigned or been removed and that a
replacement Issuing Bank Agent (which may be such Issuing Bank itself) has been
appointed and authorized to act as the "Issuing Bank Agent" hereunder by such
Issuing Bank. Each Issuing Bank agrees to provide the Agent not less than 10
Business Days' (or such lesser period of time as shall be acceptable to the
Agent under the circumstances) notice of any replacement of its related Issuing
Bank Agent. The Agent shall promptly advise each Bank of any notice it receives
relating to the replacement of any Issuing Bank Agent.
SECTION 9.09. Borrower's Reliance. The Borrower (i) may at all
times assume that the Agent, the Euro-Agent and the Issuing Bank Agents are and
remain duly appointed and authorized to act in their respective capacities
hereunder, and (ii) shall be entitled to rely on any notice, consent,
certificate or other advice by the Agent, the Euro-Agent, or any Issuing Bank
Agent on behalf of itself or its respective principal, in each case until such
time as the Agent delivers written notice to the Borrower that the Agent, the
Euro-Agent or such Issuing Bank Agent has resigned or been removed and that a
replacement agent has been appointed and authorized to act in the capacity of
the agent that has been removed.
81
<PAGE> 87
ARTICLE X
MISCELLANEOUS
SECTION 10.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the A Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Majority Banks, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Banks (other than Designated Bidders),
do any of the following: (i) waive any of the conditions specified in Section
5.01, 5.02, 5.03 or 5.04, (ii) increase the Commitment or L/C Facility
Commitment of any Bank, or subject the Banks to any additional obligations,
(iii) except as provided in Section 4.06, increase the aggregate Commitment or
Aggregate L/C Facility Commitment, (iv) reduce the principal of, or interest on,
the Advances or the Reimbursement Obligations or any fees or other amounts
payable hereunder, (v) other than as contemplated in Section 10.02, postpone the
Revolving Credit Termination Date or the L/C Facility Termination Date or any
date fixed for any payment of principal of, or interest on, the Advances or any
fees or other amounts payable hereunder, (vi) change the percentage of the
Commitments or L/C Facility Commitments or of the aggregate unpaid principal
amount of the Advances or the Reimbursement Obligations, or the number of Banks,
which shall be required for the Banks or any of them to take any action
hereunder or (vii) amend the definition of "Majority Banks", this Section 10.01
or Section 10.06; and provided, further, that (a) no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the
Banks required above to take such action, affect the rights or duties of the
Agent under this Agreement, (b) no amendment, waiver or consent shall, unless in
writing and signed by the applicable Issuing Bank in addition to the Banks
required above to take such action, affect the rights, commitment or other
obligations of such Issuing Bank under this Agreement and (c) no amendment,
waiver or consent shall, unless in writing and signed by the applicable Issuing
Bank Agent in addition to the Persons required above to take such action, affect
the rights, commitment or other obligations of its related Issuing Bank Agent
under this Agreement (d) no amendment, waiver or consent shall, unless in
writing and signed by the applicable Designated Bidder in addition to the other
Persons required hereunder to take such action, reduce the principal of, or
interest on, or otherwise modify any of the terms of any B Note held by such
Designated Bidder, and (e) if the Commitments shall have been terminated, the A
Notes shall have been repaid in full and no Facility Letters of Credit shall
then be outstanding, then the term "all the Banks" as used in the foregoing
proviso shall mean all of the Banks then holding B Notes.
82
<PAGE> 88
SECTION 10.02. Extensions of the Commitments. (a) The Borrower
may, by written notice (an "Extension Request") substantially in the form of
Exhibit D hereto given to the Agent not less than 60 days (and not earlier than
90 days) prior to May 15 of any year during the term of this Agreement (each, a
"Reference Date"), request that the Revolving Credit Termination Date and the
L/C Facility Termination Date then in effect be extended for an additional
one-year period. The Agent shall promptly advise each Bank of its receipt of any
Extension Request. Each Bank may, in its sole discretion, consent to a requested
extension by giving written notice thereof to the Agent and the Borrower by not
later than the date (the "Acceptance Deadline Date") that is 30 days prior to
the applicable Reference Date. Failure on the part of any Bank to respond to an
Extension Request shall be deemed to be a denial of such request by such Bank.
If all of the Banks at the time of the issuance of any Extension Request shall
consent in writing to the requested extension, such request shall be granted.
The Agent shall promptly (and in any event by no later than the close of
business on the applicable Acceptance Deadline Date) notify the Borrower in
writing as to whether the requested extension has been granted (such written
notice being an "Extension Confirmation Notice"), and shall promptly thereafter
provide a copy of such Extension Confirmation Notice to each Bank. Each
permitted extension shall become effective on the applicable Reference Date.
Each Extension Confirmation Notice shall, if applicable, specify therein the new
Revolving Credit Termination Date and L/C Facility Termination Date.
(b) The failure of the Borrower to issue an Extension Request
prior to the first Reference Date shall not operate as a waiver of the
Borrower's right to issue an Extension Request prior to any subsequent Reference
Date; provided, that no extension granted under this Section 10.02 at any one
time shall exceed a period of one year.
(c) Each Extension Request shall contemplate the extension
both of the Revolving Credit Termination Date and the L/C Facility Termination
Date. Notwithstanding any agreement of the Banks to extend the Revolving Credit
Termination Date or the L/C Facility Termination Date as provided herein, no
Issuing Bank or Issuing Bank Agent shall have any obligation to continue in such
respective capacity under this Agreement without its prior written consent
thereto.
SECTION 10.03. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy, telex or cable communication) and mailed, telegraphed,
telecopied, telexed, cabled or delivered:
83
<PAGE> 89
(a) if to the Borrower, at its address at:
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
Attention: Michael J. Van Handel;
(b) if to any Bank, at its Domestic Lending
Office specified opposite its name on
Schedule I hereto;
(c) if to the Agent, at its address at:
Suite 200
Two Penns Way
New Castle, Delaware 19720
Attention: Jackie Lai
Bank Loan Syndications
Telephone No. 302-894-6022
Telecopier No. 302-894-6120
with a copy to:
Citicorp North America, Inc.
200 S. Wacker Drive
Chicago, Illinois 60606
Attention: Manpower Relationship Manager;
(d) if to the Euro-Agent, at its address at:
Riverdale House
68 Molesworth Street
Lewisham SE13 7EU, England
Attention: Kenneth Purchase, Loans Agency
Telecopier No. 081-852-7007
Telex No. 299831 CIBLA;
(e) if to the Issuing Bank Agent in respect of the
initial Issuing Bank, at its address at:
Credit Lyonnais Chicago Branch
227 West Monroe, 38th Floor
Chicago, Illinois 60606
Attention: Manpower Relationship Manager;
and Telecopier No. 312-641-0527
(f) if to the initial Issuing Bank, in care of its
Issuing Bank Agent at the address set forth above,
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective
when deposited in the mails, delivered to the telegraph company, telecopied and
confirmed by return telecopy, telex answerback or
84
<PAGE> 90
delivered to the cable company, respectively, except that notices and
communications to the Agent or the Euro-Agent pursuant to Article II, III, or IX
shall not be effective until received by the Agent or Euro-Agent, as applicable,
and, if applicable, the appropriate Issuing Bank Agent.
SECTION 10.04. No Waiver; Remedies. No failure on the part of
any Bank, any Issuing Bank, any Issuing Bank Agent, the Agent or the Euro-Agent
to exercise, and no delay in exercising, any right hereunder or under any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
SECTION 10.05. Costs, Expenses and Taxes. (a) The Borrower
agrees to pay on demand all costs and expenses in con nection with the
preparation, execution, delivery, administra tion, syndication, modification and
amendment of this Agreement, the Notes, each Facility Letter of Credit and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel and other advisors for
Citicorp Securities, Inc., the Agent and the Euro-Agent with respect thereto
and with respect to advising the Agent and the Euro-Agent as to its rights and
responsibilities under this Agreement, and all costs and expenses of the Agent,
the Euro-Agent and the Banks, if any (including, without limitation, reasonable
counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and the other
documents to be delivered hereunder. In addition, the Borrower shall pay any and
all stamp and other taxes payable or determined to be payable in connection with
the execution and delivery of this Agreement and the other documents to be
delivered hereunder, and agrees to save the Agent, the Euro-Agent and each Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes.
(b) If any payment of principal of any Eurocurrency Advance is
made other than on the last day of the Interest Period for such Advance or any
payment of principal of any B Advance is made other than on the maturity date
originally scheduled therefor, in either case as a result of a prepayment
thereon pursuant to Section 2.09, the acceleration of the maturity of the
Advances pursuant to Section 8.01 or for any other reason, or if any
Eurocurrency Advance is Converted to a Base Rate Advance pursuant to Section
2.10(b), then the Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent and the Euro-Agent), pay to the Agent (or, if so directed,
the Euro- Agent) for the account of such Bank any amounts required to compensate
such Bank for any additional losses, costs or expenses which it may reasonably
incur as a result of such payment including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the
85
<PAGE> 91
liquidation or reemployment of deposits or other funds acquired by any Bank to
fund or maintain such Advance.
SECTION 10.06. Right of Set-off. Upon (i) the occur rence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 8.01 to authorize
the Agent to declare the Advances due and payable pursuant to the provisions of
Sec tion 8.01, each Bank is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set-off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebt edness at any time owing by such Bank to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement and the Advances and the
Reimbursement Obligations owed to such Bank, irrespective of whether or not such
Bank shall have made any demand under this Agreement and although such
obligations may be unmatured. Each Bank agrees promptly to notify the Borrower
after any such set-off and application made by such Bank, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Bank under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which such Bank may have.
SECTION 10.07. Binding Effect. (a) This Agreement shall become
effective when it shall have been executed by the Borrower and the Agent, the
Euro-Agent, the initial Issuing Bank and its Issuing Bank Agent, and when the
Agent shall have been notified by each Bank that such Bank has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Agent, the Euro-Agent, each Issuing Bank and each Issuing Bank Agent and each
Bank and their respective successors and assigns, except that the Borrower shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Banks.
(b) The Borrower and each of the 1996 Banks hereby agree that
on the Effective Date, as among the Borrower and the 1996 Banks, the 1996 Credit
Agreement shall be terminated and superseded by this Agreement, and the Borrower
shall take all actions necessary in respect of the other parties to the 1996
Credit Agreement to cause the 1996 Credit Agreement to be terminated on and as
of the Effective Date. In that regard, the Borrower and each of the 1996 Banks
acknowledge and agree that, on the Effective Date:
(i) the "Commitments" and the "L/C Facility
Commitments" under and as defined in the 1996 Credit Agreement shall
reduce to zero, all participation interests in "Facility Letters of
Credit" under Section 3.06(a) of the 1996 Credit Agreement shall
terminate, all facility fees under the 1996 Credit Agreement shall
cease to accrue, the
86
<PAGE> 92
1996 Credit Agreement shall terminate, and neither the 1996 Banks nor
any of the "Agent", "Co-Agent", "Euro-Agent" or "Issuing Bank Agent"
thereunder shall have any continuing obligations thereunder;
(ii) each "A Advance" and "B Advance" outstanding
under the 1996 Credit Agreement shall be immediately due and payable in
full and shall be paid by the Borrower;
(iii) each "Facility Letter of Credit" issued under
the 1996 Credit Agreement shall become and be a Facility Letter of
Credit hereunder, such Facility Letter of Credit having the same terms
as the corresponding "Facility Letter of Credit" under the 1996 Credit
Agreement; provided that at all times from and after the effectiveness
of this Agreement the "L/C Issuance Fee" thereon shall accrue at the
applicable rate set forth in Section 3.08 hereof; and
(iv) all accrued and unpaid interest, facility fees,
agency fees and other amounts payable by the Borrower to the "Banks"
and the "Agent" under the 1996 Credit Agreement shall become and be
immediately due and payable by the Borrower.
To the extent the 1996 Credit Agreement requires any other time or place for the
giving of notice in respect of such reduction or termination, such requirement
is hereby waived by the Banks parties hereto that are 1996 Banks.
Notwithstanding the foregoing, nothing contained herein shall amend, waive or
otherwise modify any right of any party to the 1996 Credit Agreement which right
is stated therein to survive the termination of the 1996 Credit Agreement.
(c) On the Effective Date, and the repayment of the Borrower's
obligations under the 1996 Credit Agreement, each "A Note" and "B Note" (each a
"1996 Note") issued by the Borrower under the 1996 Credit Agreement shall be
deemed terminated and cancelled. Each 1996 Bank shall cause the 1996 Notes
issued to it to be surrendered to the Borrower or otherwise destroyed; provided
that failure on the part of any 1996 Bank to so surrender or destroy its 1996
Notes shall not give rise to any continuing liability on the part of the
Borrower under any such 1996 Note.
SECTION 10.08. Assignments and Participations. (a) Each Bank
(other than a Designated Bidder) may assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, its L/C
Facility Commitment and the A Advances and Reimbursement Obligations owing to
it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of the assigning Bank's rights and obligations
(other than in respect of any B Notes or B Advances then held by such Bank) so
assigned and
87
<PAGE> 93
shall contemplate a fixed percentage assumption of each of the assigning Bank's
Commitment, A Advances, L/C Facility Commitment and participation in Facility
Letters of Credit then outstanding, (ii) except for assignments by one Bank to
another Bank, the aggregate amount of the Commitment and the L/C Facility
Commitment of the assigning Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $10,000,000 and, if in excess of
$10,000,000, shall be in an integral multiple of $1,000,000; provided that a
Bank may, in a single transaction, assign the then remaining amount of such
assigning Bank's Commitment and L/C Facility Commitment, (iii) each such
assignment shall be to an Eligible Assignee, (iv) in the case of any proposed
assignment to a Person that is not a Bank or an affiliate of a Bank, each of the
Borrower and the Agent shall have consented to such assignment (which consent in
each case shall not be unreasonably withheld or delayed) and (v) the parties to
each such assignment shall execute and deliver to the Agent, for its acceptance
and recording in the Register, an Assignment and Acceptance, and shall deliver
to the Agent the A Note or A Notes that are subject to such assignment together
with a processing and recordation fee of $3,000. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least two (2)
Business Days after the execution thereof or such earlier date as the Agent
shall permit, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Bank hereunder and (y) the Bank assignor shall, to the extent that rights and
obligations here under have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obli gations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Bank's rights and obligations under this
Agreement, such Bank shall cease to be a party hereto).
(b) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the assignee there under confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any
state ments, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agree ment or any other instrument or document
furnished pursuant hereto; (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the finan cial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this
88
<PAGE> 94
Agreement, together with copies of the financial statements referred to in
Section 6.01 and such other documents and informa tion as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee con firms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent and the Euro-Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Agent and the Euro-Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms, all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Bank.
(c) The Agent shall maintain at its address referred to in
Section 10.03 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recorda tion of the names and addresses of the
Banks and the Commitment of, the L/C Facility Commitment of, and principal
amount of the Advances and Reimbursement Obligations owing to, each Bank from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrower, the
Agent, the Euro-Agent, each Issuing Bank and each Issuing Bank Agent and each
Bank may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Agreement. The Register shall be avail able
for inspection by the Borrower, any Issuing Bank, any Issuing Bank Agent or any
Bank at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Bank and an assignee representing that it is an Eligible
Assignee, the Agent shall, if such Assignment and Acceptance has been completed
and is substantially the form of Exhibit E hereto, and otherwise satisfies the
requirements of Section 10.08(a), (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrower. Within five Business Days after its
receipt of such notice, the Borrower, at its own expense, shall execute and
deliver to the Agent in exchange for the surrendered A Note or Notes a new A
Note to the order of such Eligible Assignee in an amount equal to the Commitment
assumed by it pursuant to such Assignment and Acceptance and, if the assigning
Bank has retained a Commitment hereunder, a new A Note to the order of the
assigning Bank in an amount equal to the Commitment retained by it hereunder.
Such new A Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered A Note or Notes, shall be dated
the effective date of such Assign-
89
<PAGE> 95
ment and Acceptance and shall otherwise be in substantially the form of Exhibit
A-1 hereto.
(e) Each Bank may assign to one or more banks or other
entities any B Note or B Notes held by it.
(f) Each Bank may sell participations to one or more banks or
other entities in or to all or a portion of the Advances owing to it; provided,
however, that (i) such Bank's obligations under this Agreement (including,
without limitation, its Commit ment and its L/C Facility Commitment) shall
remain unchanged, (ii) such Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations, and (iii) the Borrower,
the Issuing Banks, the Issuing Bank Agents, the Agent, the Euro-Agent and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement.
(g) Notwithstanding any other provisions set forth in this
Agreement, any Bank at any time may assign, as collateral or otherwise, any of
its rights (including, without limitation, rights to payments of principal of
and/or interest on the Advances) under this Agreement to any Federal Reserve
Bank without notice to or consent of the Borrower, the Agent, the Euro-Agent,
the Issuing Banks, the Issuing Bank Agents or any other Bank.
(h) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
10.08, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Bank by
or on behalf of the Borrower; provided that, prior to any such disclosure of
non-public infor mation, such Bank shall have obtained the Borrower's consent
(which consent shall not be unreasonably withheld) and the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any confidential information relating to the Borrower
received by it from such Bank.
SECTION 10.09. Designated Bidders. Each Bank may assign to one
or more banks or other entities any B Note or B Notes held by it. In addition,
each Bank (other than a Designated Bidder) may grant to one or more banks or
other entities the right to bid for and to make B Advances as a Bank pursuant to
Section 2.03; provided, however, that (i) no such Bank shall be entitled to make
more than three such designations, (ii) each such Bank making one or more such
designations shall retain the right to make B Advances as a Bank pursuant to
Section 2.03, (iii) each such designation shall be subject to the consent of the
Borrower, which consent shall not be unreasonably withheld or delayed, and (iv)
the parties to each such designation shall execute and deliver to the Agent, for
its acceptance and recording in the Register, a Designation Agreement. Upon such
90
<PAGE> 96
execution, delivery, acceptance and recording, from and after the effective date
specified in each Designation Agreement, the designee thereunder shall be a
party hereto with the right to make B Advances as a Bank pursuant to Section
2.03 and the obligations related thereto.
(b) By executing and delivering a Designation Agreement, the
Bank making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Bank
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; (ii) such Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower or any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 6.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into the
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Agent, such designating Bank or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such designee confirms that it is qualified to become a
Designated Bidder; (vi) such designee appoints and authorizes the Agent and the
Euro-Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Agent and the Euro-Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such designee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Bank.
(c) Upon its receipt of a Designation Agreement executed by a
designating Bank and a designee representing that it is qualified to become a
Designated Bidder, the Agent shall, if such Designation Agreement has been
completed and is substantially in the form of Exhibit L hereto, (i) accept such
Designation Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.
SECTION 10.10. Governing Law. This Agreement and the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.
91
<PAGE> 97
SECTION 10.11. Execution in Counterparts. This Agree ment may
be executed in any number of counterparts and by dif ferent 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 one and the same
agreement.
SECTION 10.12. Indemnification. The Borrower agrees to
indemnify and hold harmless the Agent, the Euro-Agent, each Issuing Bank, each
Issuing Bank Agent and each Bank from and against any and all claims, damages,
liabilities and expenses (including, without limitation, fees and disbursements
of coun sel) which may be incurred by or asserted against the Agent, the
Euro-Agent, such Issuing Bank, such Issuing Bank Agent or such Bank in
connection with or arising out of any investigation, litigation or proceeding
related to this Agreement, the use of the proceeds of the Borrowings or use of
any Facility Letter of Credit by the Borrower, whether or not the Agent, the
Euro-Agent, such Issuing Bank, or such Issuing Bank Agent or such Bank is a
party thereto; provided, however, that the Borrower shall not be liable for any
portion of such claims, damages, liabilities and expenses resulting from the
Agent's, or the Euro-Agent's, or any Issuing Bank's, or any Issuing Bank Agent's
or any Bank's gross negligence or willful misconduct or for such claims and
liabilities settled without the consent of the Borrower. Each Bank agrees to
give the Borrower prompt written notice of any investigation, litigation or
proceeding which may lead to a claim for indemnification under this Section,
provided that the failure to give such notice shall not affect the validity or
enforce ability of the indemnification hereunder.
SECTION 10.13. Currency. (a) Each reference in this Agreement
to Dollars or to an Alternative Currency (the "Relevant Currency") is of the
essence. To the fullest extent permitted by law, the obligation of the Borrower
in respect of any amount due in the Relevant Currency under this Agreement
shall, notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Relevant Currency that the Person entitled to receive such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and costs of exchange) on the Business Day
immediately following the day on which such Person receives such payment. If the
amount in the Relevant Currency that may be so purchased for any reason falls
short of the amount originally due, the Borrower shall pay such additional
amounts, in the Relevant Currency, as may be necessary to compensate for the
shortfall. Any obligations of the Borrower not discharged by such payment shall,
to the fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.
(b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due from the Borrower
92
<PAGE> 98
hereunder or under the Notes in the currency expressed to be payable herein or
under the Notes (the "Specified Currency") into another currency, the parties
agree that the rate of exchange used shall be that at which in accordance with
normal baking procedures the Agent could purchase the Specified Currency with
such other currency on the Business Day preceding that on which final judgment
is given. The obligation of the Borrower in respect of any such sum due to any
Bank or the Agent hereunder or under any Note shall, notwithstanding any
judgment in a currency other than the Specified Currency, be discharged only to
the extent that on the Business Day following receipt by such Bank or the Agent,
as applicable, may in accordance with normal bank procedures purchase the
Specified Currency with such other currency. If the amount of the Specified
Currency so purchased is less than the sum originally due to such Bank or the
Agent in the Specified Currency, the Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Bank and the Agent
against such loss, and if the amount of the Specified Currency so purchased
exceeds the sum of (a) the amount originally due to the applicable Bank or the
Agent in the Specified Currency plus (b) any amounts shared with other Banks as
a result of allocations of such excess as a disproportionate payment to such
Bank under Section 4.04 hereof, such Bank or the Agent, as the case may be,
agrees to remit such excess to the Borrower.
SECTION 10.14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH.
93
<PAGE> 99
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers there unto duly
authorized, as of the date first above written.
MANPOWER INC.
By: /s/ Michael J. Van Handel
--------------------------
Title: Vice President, Chief
Accounting Officer and
Treasurer
CITIBANK, N.A., as Agent
By:
--------------------------
Vice President
CITIBANK INTERNATIONAL PLC,
as Euro-Agent
By:
--------------------------
Title:
CREDIT LYONNAIS CHICAGO BRANCH
as Co-Agent
By:
--------------------------
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Co-Agent
By:
--------------------------
Title:
FLEET NATIONAL BANK, as
Co-Agent
By:
--------------------------
Title:
94
<PAGE> 100
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
MANPOWER INC.
By: Michael J. Van Handel
-----------------------------
Title: V.P., Chief Accounting
Officer and Treasurer
CITIBANK, N.A., as Agent
By: [Sig]
-----------------------------
ATTORNEY-IN-FACT
CITIBANK INTERNATIONAL PLC,
as Euro-Agent
By: Ken Purchase
-----------------------------
Title: V.P.
CREDIT LYONNAIS CHICAGO BRANCH
as Co-Agent
By: Nigel R. Carter
-----------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as Co-Agent
By: [Sig]
-----------------------------
Title: Senior Vice President
FLEET NATIONAL BANK, as
Co-Agent
By: [Sig}
-----------------------------
Title: Senior Vice President
<PAGE> 101
MELLON BANK, N.A.
as Co-Agent
By: Martin J. Randal
-----------------------------
Title: Banking Officer
CREDIT LYONNAIS
NEW YORK BRANCH,
as Issuing Bank
By: Robert Ivosevich
-----------------------------
Title: Senior Vice President
CREDIT LYONNAIS CHICAGO BRANCH,
as Issuing Bank Agent
By:
-----------------------------
Title: Senior Vice President
CREDIT LYONNAIS CHICAGO BRANCH,
as Issuing Bank Agent
By: Nigel R. Carter
-----------------------------
Title: Vice President
<PAGE> 1
EXHIBIT 10.17(b)
MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
February 23, 1998
Mr. Terry A. Hueneke:
Manpower Inc. (together with its subsidiaries referred to below as the
"Company") desires to retain experienced, well-qualified executives, like you,
to assure the continued growth and success of the Company. Accordingly, as an
inducement for you to continue your employment in order to assure the continued
availability of your services to the Company, we have agreed with you as
follows:
1. Upon termination of your employment with the Company for
any reason:
(a) The Company will pay you your base compensation
through the date of termination.
(b) Not later than ten business days after the date of
termination, the Company will pay you a portion of the
incentive bonus you would have received for the year in which
termination occurs under the agreement between you and Manpower
Inc. dated February 18, 1997 (as subsequently amended or modified),
such portion to equal the estimate of the bonus you would have
received had your employment not terminated , determined as
provided below, multiplied by a fraction, the numerator of which is
the number of days you were employed by the Company during the year
and denominator of which is 365. The estimate of the bonus you
would have received will be determined based on the financial
<PAGE> 2
Mr. Terry A. Hueneke
February 23, 1998
Page 2
results of the Company through the date of termination but
adjusting your bonus targets to account for the less than full
year measurement period.
(c) The Company will provide you with all other
benefits of employment to which you were entitled through the
date of termination.
2. Upon termination of your employment with the Company for
any reason other than Cause (as defined below):
(a) Not later than ten business days after the date
of termination, the Company will make a lump sum severance
payment to you equal to the sum of your monthly base
compensation as of the date of termination multiplied by 24
and an amount equal to the greater of (i) the highest bonus
paid to you by the Company during the five years before the
date of termination and (ii) the amount of the estimate of the
bonus you would have received had your employment not
terminated determined under paragraph 1(b), above.
(b) For 18 months after the date of termination, the
Company will arrange to provide you and your eligible
dependents, at the Company's expense, with benefits under the
medical, dental, life, and disability plans of the Company, or
benefits substantially equivalent to such benefits; provided,
however, that benefits otherwise receivable by you pursuant to
this subparagraph (b) will be reduced to the extent other
comparable benefits are actually received by you during the 18
months following the date of termination, and any such
benefits actually received by you will be reported to the
Company.
<PAGE> 3
Mr. Terry A. Hueneke
February 23, 1998
Page 3
(c) For 12 months after the date of termination, the
Company will pay all expenses associated with maintaining an
office and obtaining secretarial and administrative assistance
for you substantially equivalent to that provided to you on
the date of termination.
(d) At your written request, the Company will cause
title to the automobile which is provided for your use at the
time of termination of employment to be transferred to you
upon payment by you to the Company of an amount equal to the
cost to the Company upon exercise of its option to purchase
such automobile; provided, however, that you will pay all
out-of-pocket expenses which may be incurred as a result of
such transfer.
3. You will have a minimum of three months following
termination of your employment with the Company (other than termination
for Cause) to exercise any stock options held by you at that time,
notwithstanding the terms of any plan under which such options are
granted.
4. For purposes of this letter, termination of employment for
"Cause" will mean termination by the Company upon (i) the willful and
continued failure by you to substantially perform your duties with the
Company after a demand for substantial performance is delivered to you
that specifically identifies the manner in which the Company believes
that you have not substantially performed your duties, and you have
failed to resume substantial performance of your duties on a continuous
basis within fourteen days after receiving such demand, (ii) the
willful engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise, (iii) any dishonest
or fraudulent conduct which results or is intended to result in gain to
you or your personal enrichment at the expense of the Company, or (iv)
your
<PAGE> 4
Mr. Terry A. Hueneke
February 23, 1998
Page 4
conviction of felony or misdemeanor, as evidenced by a binding and
final judgment, order or decree of a court of competent jurisdiction in
effect after exhaustion or lapse of all right of appeal, which impairs
your ability substantially to perform your duties with the Company. For
purposes of this provision, no act, or failure to act, on your part
will be deemed "willful" unless done, or omitted to be done, by you not
in good faith and without reasonable belief that your action or
omission was in the best interests of the Company.
5. You will not be required to mitigate the amount of any
payment or benefit provided for in this letter by seeking other
employment or otherwise, nor will the amount of any payment or benefit
provided for in this letter, unless otherwise stated, be reduced by any
compensation earned by you or benefits provided to you through
employment by another employer after the date of termination.
6. If any payment to be made under the terms of this letter is
not made when due, in addition to such principal sum, the Company will
pay you interest on such delinquent payment computed at the prime rate
as announced from time to time by Firstar Bank of Milwaukee, or its
successor, compounded monthly.
7. The Company will pay to you all legal fees and expenses
incurred by you in seeking to obtain or enforce any right or benefit
provided by this letter, whether by legal, arbitration, or some other
proceeding, to the extent you are ultimately successful on the merits.
8. In the event any portion of the payments to you or benefits
provided you under this letter would be subject to the tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended from time
to time, the amount of such payments or
<PAGE> 5
Mr. Terry A. Hueneke
February 23, 1998
Page 5
benefits will be reduced to the extent necessary (and only to the
extent necessary) to preclude the application of such tax.
9. Nothing contained in this letter will be construed as
conferring upon you any right to remain employed by the Company or to
retain any title, position or duties with the Company or affect the
right of the Company to terminate your employment at any time for any
reason.
10. No provision of this letter may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to
in writing.
11. The Company shall be entitled to withhold from amounts to
be paid to you hereunder any federal, state, or local withholding or
other taxes or charges which it is, from time to time, required to
withhold.
12. The Company's obligation to make the payments provided for
in this letter and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or
other claim, right, or action which the Company may have against you or
others.
13. The validity, interpretation, construction and performance
of this letter agreement will be governed by and construed in
accordance with the laws of the State of Wisconsin without regard to
choice of law principles.
14. This letter agreement supersedes the letter agreement
between you and Manpower International Inc. dated December 8, 1992, and
accepted by you March 8, 1993, which agreement is terminated.
<PAGE> 6
Mr. Terry A. Hueneke
February 23, 1998
Page 6
To confirm your agreement with the terms of this letter, kindly execute
a copy in the place provided below and return it to us.
Sincerely,
MANPOWER INC.
By: /s/ Mitchell S. Fromstein
--------------------------
Mitchell S. Fromstein,
President and Chief Executive Officer
I hereby confirm my agreement with
the terms of this letter.
/s/ Terry A. Hueneke
- ---------------------
Terry A. Hueneke
<PAGE> 1
Exhibit 13
MANPOWER INC.
[PHOTO]
1997 ANNUAL REPORT
<PAGE> 2
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
(in thousands) 1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
SYSTEMWIDE SALES (a) $ 8,859,893 $ 7,474,212 $ 6,883,605
REVENUES FROM SERVICES $ 7,258,504 $ 6,079,905 $ 5,484,175
OPERATING PROFIT $ 255,387 $ 226,957 $ 211,653
</TABLE>
REVENUES FROM SERVICES (b)
(in billions of US dollars)
88 - 1,934,272
89 - 2,131,153
90 - 2,587,601
91 - 2,799,918
92 - 3,186,557
93 - 3,180,391
94 - 4,296,443
95 - 5,484,175
96 - 6,079,905
97 - 7,258,504
[BAR GRAPH]
OPERATING PROFIT (b) (c)
(in millions of US dollars)
88 - 108,404
89 - 115,438
90 - 114,233
91 - 70,393
92 - 80,236
93 - 82,866
94 - 151,746
95 - 211,653
96 - 226,957
97 - 255,387
[BAR GRAPH]
(a) Represents total sales of Company-owned branches and franchises.
(b) Graphical information for years prior to 1991 represents Manpower
International Inc., the Company's primary operating subsidiary, until June
30, 1996, when it was merged into the Company. This presentation is
believed to be the most meaningful as Manpower Inc. was formed as a United
States company in 1991. Manpower International Inc.'s Revenues from
Services comprise approximately 95% of the Company's Revenues from Services
for each of the years 1991 through 1995.
(c) For years prior to 1994, Operating Profit does not include the charge
for the Amortization of Intangible Assets. This earnings measurement is not
determined pursuant to generally accepted accounting principles (GAAP) and
should not be considered in isolation or as an alternative to
GAAP-derived measures.
<PAGE> 3
CHAIRMAN'S MESSAGE
March 17, 1998
Dear Shareholders,
Our 1997 year was a record year in every respect and marked
our 50th consecutive year of revenue growth. Our net earning of
$163,880,000 represented a slight increase on a revenue gain of
19.4%. However, when adjusted for a one-time gain from the sale of assets
and other non-recurring tax credits in 1996 and for the negative impact of
1997 foreign currency value declines, our results reveal a strong growth
year in which revenues, at constant currency rates, rose 27% and adjusted
net income was up 30%. Those pro forma results are much more indicative of
our progress as they identify our continuing growth and sustained
leadership in the Staffing Industry.
Our efforts during the 1997 year had a dual focus. The first was to
maintain our day-to-day operational thrust at traditional levels. We did
that by increasing our Systemwide Sales to $8.9 billion, employing
over two million individuals during the year. In that process, we performed
660 million hours of work for our vast global customer base, an increase of
22% over the prior year. That year-to-year increase of 120 million "Hours
Worked" was accomplished without the benefit of mergers or acquisitions. It
represents the "Real Organic Growth" that has marked our progress
throughout our 50-year history.
<PAGE> 4
The second area of our 1997 focus was equally important
and involved an intensive effort to view the future for our business and
to create both the "Engine" and the "Fuel" to propel us into the new
Millennium. Our strategy for this effort is "KALEIDOSCOPIC INNOVATIONS." As
the world's largest labor market intermediary, we know that changes in any
one of the factors impacting on our function brings about changes in all
other factors and that we must react swiftly and innovatively to maintain
our momentum. The photographic Kaleidoscope in this report represents the
ever-changing and intersecting dynamics of work, workers, customer needs
and technology, and has been adopted as our symbol of the challenge that
lies ahead.
[PHOTO]
A major factor in our Kaleidoscope is, of course, technology,
and in 1997 we made major moves to adopt leading-edge technology in every
aspect of our business. The centerpiece of this initiative is called
"MANPOWERNET," a program which embodies a new and innovative information
system, a massive Internet-based global training capability, and an
Intranet-based system that will link major customer sites to all Manpower
sites, providing up-to-date account information and service
<PAGE> 5
knowledge on a real-time basis. We have established and will maintain
our own World-Wide Web site to ensure efficient and effective use of these
network facilities, with protective firewalls and the ability to instantly
update all pertinent information.
[PHOTO]
Our Internet training facility will be known as the "MANPOWER
GLOBAL LEARNING CENTER" through which we will make available to our current
and prospective contract workers the very latest in training. These
offerings will run the gamut from Office Automation skills up through a
wide variety of high-tech skills in Programming, Systems Integration and
Administration. This unique use of the Internet will download training to
any location on Earth in a variety of languages and in unlimited volume. We
anticipate that this Global Learning Center may reach over one million
people, offering the ability to add new skills or upgrade skills on their
own schedules and at their own pace. In addition, we will provide the
ability to assess skills, to build skill sets for certification purposes,
and to describe global employment opportunities as well as career guidance.
Our intention is to make the Manpower Global Learning Center "The Largest
Classroom in the World." This unique new capability is designed to attract
and retain employees, as well as to provide us with the ability to add new
skills
<PAGE> 6
as they are required in the high-tech workplace. Given the known
shortage of technical personnel in the world marketplace, this new
capability should allow us to accomplish both recruitment and growth
objectives in a way that will give us a clear competitive advantage in the
years to come.
The unique combination of our internal information network, our global
training facilities and our electronic customer interface has been
officially recognized by the American Productivity and Quality Center
(APQC) in a current global study of "BEST PRACTICES IN KNOWLEDGE
MANAGEMENT."
Our investments in MANPOWERNET in 1997 were substantial but we feel we
have created an ability to address "Kaleidoscopic Innovation," in every
respect, blending current needs with maximum flexibility.
[PHOTO]
One of the most important elements in addressing our future is the
constant expansion of our Global network. While we are currently the
largest and most expansive single brand in the Staffing Industry, we will
continuously grow that network as market opportunities arise. In 1997, we
added fully-staffed capability in Colombia, Costa Rica, Finland, Guatemala,
Italy, Malaysia and Morocco. We plan to add at least three new countries in
1998, as well as to add substantial new offices in existing countries. Our
strategy is to expand globally wherever and whenever opportunities to add
business arise. We anticipate that 1998
<PAGE> 7
will bring us to the $10 billion Systemwide Sales milestone. In 1997,
the new countries added represented a substantial start-up investment as we
have always elected to grow organically rather than by acquisition. Our
long-term objective is to achieve a well-balanced global network, striving
to eliminate exposure to economic fluctuations in any particular geographic
region.
[PHOTO]
Another twist of our Kaleidoscope dial reveals a rapidly changing
trend toward the consolidation of suppliers in our Industry. In that
respect, we are equipping ourselves to serve the increasing base of large
users of our services. We currently have a very strong position in the
acquisition and development of multinational customers. The growth of these
relationships has been marked by a wide spectrum of new applications of our
service on a global scale. A notable example of this is the fast-growing
area of customer service center staffing in which we now have more than
30,000 call center specialists at work each day across the globe. Our
technology advancements described earlier are expected to address large
accounts in a way that preserve our operating margin through productivity
in a highly competitive pricing environment.
<PAGE> 8
[PHOTO]
With the new Millennium within short reach, we believe that we
are in a good position to address all of the possible combinations in our
current Kaleidoscopic view. We have created what I consider to be a
well-balanced business - geographically, segment-wise, and on the basis of
the size of our account portfolio - and I believe we now have the
innovative tools to maintain both our growth and our profitability in the
years ahead.
Respectfully yours,
/s/ Mitchell S. Fromstein
--------------------------------
Mitchell S. Fromstein
Chairman, President and
Chief Executive Officer
<PAGE> 9
FINANCIAL REVIEW
CONSOLIDATED RESULTS
During 1997, the Company achieved record systemwide sales and operating
profits, reaching $8.9 billion of systemwide sales, or a 19%
increase, and $255.4 million of operating profit, an increase of 13%. In
fact, the Company's actual operating performance in 1997 compared to 1996
is somewhat obscured by a number of non-recurring factors in each year;
negative factors in 1997 and positive factors in 1996. During 1997, the
dollar strengthened considerably relative to most European currencies and
the Japanese Yen. Similar to many U.S. multinationals, the Company's
reported results were negatively impacted by currency. Excluding the impact
of currency, systemwide sales increased 25% (compared to 19% after currency
impact) and operating profit increased 23% (compared to 13% after currency
impact). After excluding currency and non-recurring employment incentives
in 1996, operating profits were up an impressive 33%.
MANPOWER INC. REVENUES 1995-97
(in billions of US dollars)
95 - 5.484
96 - 6.080
97 - 7.259
In the third quarter of 1997, the French government increased the
corporate income tax rate to 41.6% from 36.6%, retroactive to January 1,
1997. This tax rate increase reduced consolidated earnings per share by
$.04 in 1997.
The Company's balance sheet remains very strong with a debt to capital
ratio of 30%. During the course of the year, the Company was able to lower
its weighted average cost of capital with the repurchase of 2.3 million
shares of stock for $81.9 million.
MANPOWER INC. OPERATING PROFITS 1995-97
(in millions of US dollars)
95 - 212
96 - 227
97 - 255
UNITED STATES
In 1997, the U.S. organization achieved record systemwide sales of $3.3
billion, an increase of 14%. Revenues increased 12% to $2.0 billion. The
U.S. staffing industry experienced some slowing in the second half of 1997,
as did the Company. U.S. systemwide sales growth was 13% in the second
half, compared to 15% in the first half.
Systemwide sales of the office segment grew at a slightly faster rate
than the overall business, at 15%, while systemwide sales of the
industrial/light industrial segment increased 12%, finishing the fourth
quarter up 14%.
UNITED STATES SYSTEMWIDE SALES 1995-97
(in millions of US dollars)
95 - 2,671
96 - 2,941
97 - 3,342
Systemwide sales of the technical segment grew 19%, as the Company
continues to maintain its position as one of the largest providers in the
U.S. technical services sector. Over the last three-year period, the
Company has nearly doubled its U.S. technical services business.
U.S. operating profits increased 5% to $92.6 million in 1997. Gross
margins remained relatively stable, while selling and administrative
expenses increased 17%, reflecting infrastructure investments to support
large account growth and the growing technical services business.
UNITED STATES OPERATING PROFITS 1995-97
(in millions of US dollars)
95 - 76.0
96 - 88.2
97 - 92.6
<PAGE> 10
FRANCE
Revenues in France increased 37% to nearly FFR 16 billion. Our business
gained strength throughout the year, with a revenue increase of 26% (in
Francs) in the first quarter and 52% (in Francs) in the fourth quarter. Our
French business gained significant market share, outpacing the French
staffing market as a whole by an estimated 18%.
FRANCE REVENUES 1995-97
(in millions of US dollars)
1995 - 2,209
1996 - 2,275
1997 - 2,717
Operating margins improved to 3.4% in 1997 from 3.2% in 1996. The
French operation was able to achieve significant operating leverage in
1997 despite the addition of more than 70 new offices and the reduction of
certain employment tax credits received in 1996. (See page 11 of
Management's Discussion and Analysis for a discussion of further changes to
the employment tax credits which were effective January 1, 1998.)
FRANCE OPERATING PROFITS 1995-97
(in millions of US dollars)
1995 - 72.6
1996 - 73.7
1997 - 91.2
UNITED KINGDOM
Manpower U.K. reached record revenues of L. 488.6 million, an increase of
12% (in Pounds Sterling). Manpower U.K. successfully defended its
leading market position, while achieving record operating profits of L.
17.7 million. Operating profit margins were stable at 3.6%, despite gross
margin pressure on the large account business, as overhead costs were
controlled very well.
UNITED KINGDOM REVENUES 1995-97
(in millions of US dollars)
1995 - 818
1996 - 868
1997 - 989
The Company's Brook Street brand contributed nicely to the U.K.
segment, with operating profit growth of 20% (in Pounds Sterling).
Operating profit margins improved to 5.7% in 1997 from 4.6% in 1996 as a
result of strong permanent recruitment business.
UNITED KINGDOM OPERATING PROFITS 1995-97
(in millions of US dollars)
1995 - 35.0
1996 - 33.2
1997 - 39.8
<PAGE> 11
OTHER EUROPE
The Other Europe segment experienced very strong revenue growth of 26%
(38% in constant currency) to $855.4 million.
OTHER EUROPE REVENUES 1995-97
(in millions of US dollars)
1995 - 528
1996 - 678
1997 - 855
Record revenue and operating profits were achieved in the Netherlands,
Norway and Sweden. Aggressive expansion in Germany, Spain and Italy
negatively affected earnings in these areas and in the segment as a whole.
We have established a strong network of over 70 offices in both Germany and
Spain. With the legalization of temporary staffing services in Italy in
December of 1997, we anticipate continued investment in this segment during
1998.
The Company also recognized solid growth in Austria, Belgium and
Switzerland and started a new operation in Finland.
OTHER EUROPE OPERATING PROFITS 1995-97
(in millions of US dollars)
1995 - 35.0
1996 - 38.4
1997 - 38.8
OTHER COUNTRIES
The Company's operations in the Other Countries segment achieved record
revenues and operating profits primarily fueled by strong growth in Mexico,
Australia, Japan and Israel. Revenues increased 45% (55% in constant
currency) to $703.7 million, while operating profits increased 37% (46% in
constant currency) to $30.7 million.
OTHER COUNTRIES REVENUES 1995-97
(in millions of US dollars)
1995 - 377.7
1996 - 484.7
1997 - 703.7
The Company's Mexico operations achieved spectacular growth, with more
than a quadrupling of revenues and operating profit. Some of this growth
was the result of large one-time contracts, but nevertheless the recurring
base of business showed remarkable growth.
In Australia, the Company's operations showed very strong growth, with
almost a tripling of revenues, as the Company continued its aggressive
expansion in this market.
The Company's operations in Japan completed their third year in a row
with revenue growth in excess of 25%. The secular trend in the
staffing industry fueled this growth during a period of only marginal
economic growth. Revenue growth in the fourth quarter slowed to 21%,
possibly reflecting the impact of the Asian financial crisis.
The Company also achieved very solid results in Argentina and Canada.
We continued to expand our geographical reach with offices opening in
Colombia, Costa Rica, Guatemala, Malaysia and Morocco.
OTHER COUNTRIES OPERATING PROFITS 1995-97
(in millions of US dollars)
1995 - 16.5
1996 - 22.5
1997 - 30.7
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NATURE OF OPERATIONS
Manpower Inc. (the "Company") is the largest non-governmental employment
services organization in the world, with over 2700 systemwide offices in 48
countries. The Company is primarily engaged in temporary staffing services,
contract services and employee training and testing.
RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Revenues from services increased 19.4% and 10.9% in 1997 and 1996,
respectively. Revenues were unfavorably impacted by changes in currency
exchange rates during 1997 and 1996 due to the strengthening of the U.S.
Dollar relative to the currencies in most of the Company's non-U.S.
markets. At constant exchange rates, the increase in revenues would have
been 27.2% in 1997 and 13.0% in 1996. Volume, as measured by billable hours
of branch operations, increased 24.8% in 1997 and 10.3% in 1996. All of
the Company's major markets experienced revenue increases, including the
United States (12%), France (37% in French Francs) and Manpower-United
Kingdom (12% in Pounds Sterling).
Cost of services, which consists of payroll and related expenses of
temporary workers, increased as a percentage of revenues to 81.9% in 1997
from 81.1% in 1996 and 81.8% in 1995. In certain of the Company's
European markets, government employment incentive programs are in place to
encourage employment by providing a credit against payroll taxes otherwise
payable. The benefit of these programs reduced the cost of services in
1996. During 1997, the level of these benefits was reduced or eliminated,
in certain cases resulting in higher payroll taxes and thus higher cost of
services. In France, legislation was enacted in late 1997 which will
further reduce the amount of the tax credit beginning in 1998. If the
Company is not able to adjust pricing to offset these increased costs, the
gross profit on Manpower's French operations could be reduced 1-1/2 to 3
percentage points, with a corresponding impact on the consolidated results.
Selling and administrative expenses increased 14.5% in 1997 and 16.7%
in 1996. As a percentage of revenues, these expenses were 14.5% in 1997,
15.1% in 1996 and 14.4% in 1995. The 1997 amount represents the improved
leveraging of overhead costs with revenue growth despite the opening of a
number of new branch offices. The higher 1996 level was due, among other
things, to one-time costs related to sponsorship of the 1998 World Cup and
non-recurring costs related to the employment incentive programs discussed
above.
Interest and other expense includes net interest expense of $3.1
million in 1997, net interest income of $1.0 million in 1996 and net
interest expense of $5.8 million in 1995. The change in net interest
primarily represents the change in interest expense, which was $11.1
million in 1997 compared to $6.4 million in 1996 and $12.7 million in 1995.
Interest expense was primarily impacted by changes in worldwide borrowing
levels. A non-recurring gain of $15.5 million was recorded in 1996 related
to the sale of the Company's remaining equity interests in two former
non-Manpower brand subsidiaries based in the United Kingdom.
The Company provided for income taxes at a rate of 34.2% in 1997
compared to 33.0% in 1996 and 37.2% in 1995. The increased rate in 1997
over 1996 results primarily from an increase in the French corporate income
tax rate, from 36.6% to 41.6%, effective as of January 1, 1997. In 1997
and 1996, the Company's effective income tax rate was lower than the U.S.
Federal statutory rate of 35% due to the utilization of capital and net
operating loss carryforwards which had been fully reserved for in prior
years. In 1995, the Company's effective income tax rate was higher than the
U.S. Federal statutory rate primarily due to state income taxes. The
Company expects its 1998 effective tax rate to be higher than the 1997 rate
of 34.2% due to the French income tax rate increase (discussed above) and a
reduction in the utilization of net operating loss carryforwards.
Net earnings per share, on a diluted basis, was $1.97 in 1997, $1.94 in
1996 and $1.59 in 1995. On an undiluted basis, net earnings per share was
$2.01 in 1997, $1.98 in 1996 and $1.68 in 1995. The weighted average shares
outstanding remained constant in 1997 compared to 1996 due primarily to the
Company's treasury stock purchases offsetting normal issuances. The
weighted average shares outstanding increased by 5.5 million in 1996
compared to 1995, due to the conversion of the Company's convertible
subordinated debentures in October of 1995.
<PAGE> 13
LIQUIDITY & CAPITAL RESOURCES
CASH SOURCES
Cash provided by operating activities was $36.1 million, $102.6 million and
$102.2 million in 1997, 1996 and 1995, respectively. Cash provided by
operating activities was significantly impacted by changes in working
capital. Cash uses to support net working capital needs were $187.2
million, $80.8 million and $57.7 million in 1997, 1996 and 1995,
respectively. The significant revenue growth in France, where Days Sales
Outstanding are in excess of 70 days, is the primary reason for the 1997
increase. Cash provided by operating activities before working capital
changes was $223.3 million, $183.4 million and $159.9 million in 1997,
1996 and 1995, respectively, due to the increased operating earnings of the
Company in each year.
Accounts receivable increased to $1,437.4 million at December 31, 1997
from $1,167.5 million at December 31, 1996. This change is due to the
increased sales levels in all of the Company's major markets, offset by the
impact of currency exchange rates. At constant exchange rates, receivables
would have increased an additional $103.2 million.
Net cash provided by borrowings was $137.8 million, $29.5 million
and $9.5 million in 1997, 1996 and 1995, respectively. The large amount of
additional borrowings in 1997 was primarily used to support the working
capital growth, capital expenditures and the repurchase of the Company's
common stock. The additional borrowings in 1996 and 1995 were used to
support working capital growth in both years and for acquisitions in 1996.
CASH USES
Capital expenditures increased to $98.6 million in 1997 from $55.1 million
in 1996 and $47.9 million in 1995. These expenditures include capitalized
software of $37.6 million, $14.2 million and $4.2 million in 1997, 1996 and
1995, respectively. The balance is comprised of purchases of computer
equipment, office furniture and other costs related to office openings and
refurbishments.
From time to time, the Company acquires certain franchises and
unrelated companies throughout the world. The total cash consideration
paid for acquisitions, net of cash acquired, was $16.5 million in 1997 and
$32.4 million in 1996. In addition to several small franchise acquisitions
each year, in 1996 the Company acquired A Teamwork Sverige AB (subsequently
renamed Manpower Teamwork Sverige AB), the largest employment services
organization in Sweden.
In 1996 the Board of Directors authorized the purchase of up to five
million shares of the Company's common stock. The purchases may be made
from time to time at prevailing market prices. At December 31, 1997,
2.4 million shares at a cost of $85.1 million have been purchased under
this authorization, of which $81.9 million was purchased during 1997.
The Company paid dividends of $13.8 million, $12.3 million and $10.2
million in 1997, 1996 and 1995, respectively.
Cash and cash equivalents decreased $38.3 million in 1997 compared to
an increase of $37.8 million and $60.7 million in 1996 and 1995,
respectively.
CAPITALIZATION
Total capitalization at December 31, 1997 was $878.5 million, comprised of
$260.9 million of debt and $617.6 million of equity. Debt as a percentage
of total capitalization increased to 30% in 1997 from 18% in 1996,
primarily as a result of the repurchase of the Company's common stock.
<PAGE> 14
CAPITAL RESOURCES
The Company has a $415 million unsecured revolving credit agreement that
includes a $90 million commitment to be used exclusively for standby
letters of credit. Borrowings of $131.2 million and letters of credit of
$60.0 million were outstanding under this multicurrency facility at
December 31, 1997. The facility matures on November 25, 2002, but may be
increased to a maximum of $500 million or extended for an additional year
with the lenders' consent. The agreement requires, among other things,
that the Company comply with an interest coverage ratio of not less than
3.0 to 1, a debt-to-capitalization ratio of less than .55 to 1 and a
maximum subsidiary debt level of $50 million. As of December 31, 1997,
the Company had an interest coverage ratio of 27 to 1, a
debt-to-capitalization ratio, as defined in the agreement, of .36 to 1 and
a subsidiary debt level of $38.4 million.
Borrowings of $55.4 million were outstanding under the Company's $75
million U.S. commercial paper program. Commercial paper borrowings,
which are backed by the unsecured revolving credit agreement, have been
classified as long-term debt due to the availability to refinance them on a
long-term basis under the revolving credit facility.
In addition to the above, the Company and some of its foreign
subsidiaries maintain separate lines of credit with local financial
institutions to meet working capital needs. As of December 31, 1997, such
lines totaled $149.3 million, of which $79.4 million was unused.
The Company's principal on-going cash needs are to finance working
capital, capital expenditures, franchise acquisitions and the share
repurchase program. Working capital is primarily in the form of trade
receivables, which increase as revenues increase. The amount of financing
necessary to support revenue growth depends on receivable turnover, which
differs in each market in which the Company operates.
The Company believes that the combination of internally generated funds
and its existing credit facilities are sufficient to cover its near-term
projected cash needs. With continued revenue increases, additional
borrowings under the existing facilities would be necessary to finance
anticipated working capital requirements.
SIGNIFICANT MATTERS AFFECTING RESULTS OF OPERATIONS
MARKET RISKS
The Company is exposed to the impact of interest rate changes and foreign
currency fluctuations.
Interest Rates - The Company's exposure to market risk for changes in
interest rates relates primarily to the Company's long-term debt
obligations, the majority of which are denominated in U.S. Dollars.
The Company has historically managed interest rates through the use of a
combination of fixed and variable rate borrowings. As of December 31, 1997,
substantially all of the Company's long term obligations have variable
interest rates.
Interest rate swaps may be used to adjust interest rate exposures when
appropriate. There were no interest rate swap agreements as of December 31,
1997, however subsequently the Company entered into an agreement, expiring
in 2001, to fix the interest rate at 6.0% on $50 million of the
Company's borrowings under the revolving credit agreement.
A 60 basis point move in interest rates on the Company's variable rate
borrowings (10% of the weighted average worldwide interest rate) would have
an immaterial impact on the Company's earnings before income taxes and
cash flows in each of the next five years.
Exchange Rates - Other than intercompany transactions between the
United States and the Company's foreign entities, the Company generally
does not have significant foreign currency transactions that are
denominated in a currency other than the functional currency applicable
to each entity.
<PAGE> 15
Over 70% of the Company's revenues are generated outside of the United
States. As a result, fluctuations in the value of foreign currencies
against the dollar may have a significant impact on the reported
results of the Company. Revenues and expenses denominated in foreign
currencies are translated into United States dollars at the weighted
average exchange rate for the year. Consequently, as the value of the
dollar strengthens relative to other currencies in the Company's major
markets, as it did on average in 1997, the resulting translated revenues,
expenses and operating profits are lower. Using constant exchange rates,
1997 revenues and operating profits would have been approximately 8% higher
than reported.
Fluctuations in currency exchange rates may also impact the
stockholders' equity of the Company. Amounts permanently invested in
the Company's non-U.S. subsidiaries are translated into United States
dollars at the exchange rates in effect at year end. The resulting
translation adjustments are recorded in stockholders' equity as cumulative
translation adjustments. The dollar was stronger relative to many of the
foreign currencies at December 31, 1997 compared to December 31, 1996.
Consequently, the cumulative translation adjustments component of
stockholders' equity decreased $62.2 million during the year. Using the
year-end exchange rates, the total amount permanently invested in
subsidiaries at December 31, 1997 is approximately $1.1 billion.
Although currency fluctuations impact the Company's reported results,
such fluctuations generally do not affect the Company's cash flow or result
in actual economic gains or losses. Each of the Company's subsidiaries
derives revenues and incurs expenses within a single country, and
consequently does not generally incur currency risks in connection with the
conduct of its normal business operations. The Company generally has few
cross border transfers of funds, except for transfers to the United States
to fund the expense of the Company's international headquarters and working
capital loans made from the United States to the Company's foreign
subsidiaries. To reduce the currency risk related to the loans, the Company
may borrow funds under the Revolving Credit Agreement in the foreign
currency to lend to the subsidiary, or alternatively, may enter into a
forward contract to hedge the loan. Foreign exchange gains and losses
recognized on any transactions are included in the Consolidated Statements
of Operations and historically have been immaterial. The Company generally
has not engaged in hedging activities, except as discussed above. The
Company did not hold any derivative instruments at December 31, 1997.
IMPACT OF ECONOMIC CONDITIONS
Because one of the principal attractions of using temporary staffing
services is to maintain a flexible supply of labor to meet changing
economic conditions, the industry has been and remains sensitive to
economic cycles. While the Company believes that the wide spread of its
operations generally cushions it against the impact of an adverse
economic cycle in any single country, adverse economic conditions in any of
its three largest markets would likely have a material impact on the
consolidated operating results.
YEAR 2000
Based on a recent assessment, the Company determined that it is required to
modify portions of its software so that its computer systems will properly
utilize dates beyond December 31, 1999. The efficient operation of the
Company's business is dependent in part on its computer systems.
Consequently, if upgrades, modifications or conversions are not made, or
are not made in a timely manner, the Year 2000 issue could have a material
impact on the Company's operations. The Company is in the process of
converting or upgrading many of its internal information systems to meet
changing customers' requirements. The Company believes that with these
conversions and upgrades, and other modifications to existing systems, all
significant Year 2000 issues will be addressed.
All costs related to the Year 2000 project will be expensed as
incurred, except for new software and hardware that will be capitalized.
The total future expense is estimated to be $7 million to $12 million.
These costs are not expected to have a material impact on the Company's
financial position, results of operations or cash flows.
<PAGE> 16
LEGAL REGULATIONS AND UNION RELATIONSHIPS
The temporary employment services industry is closely regulated in all of
the major markets in which the Company operates except the United States
and Canada. In addition to licensing or registration requirements, many
countries impose substantive restrictions on temporary employment services,
either on the temporary staffing company or the ultimate client company.
They may restrict the length of temporary assignments, the type of work
permitted for temporary workers or the occasions on which temporary workers
may be used. Changes in applicable laws or regulations have occurred in the
past and are expected in the future to affect the extent to which temporary
employment services firms may operate. These changes could impose
additional costs or taxes, additional record keeping or reporting
requirements; restrict the tasks to which temporaries may be assigned;
limit the duration of or otherwise impose restrictions on the nature of the
temporary relationship (with the Company or the client) or otherwise
adversely affect the industry.
In many markets, the existence or absence of collective bargaining
agreements with labor organizations has a significant impact on the
Company's operations and the ability of customers to utilize the
Company's services. In some markets, labor agreements are structured on a
national or industry-wide (rather than a company) basis. Changes in these
collective labor agreements have occurred in the past and are expected in
the future and may have a material impact on the operations of temporary
staffing firms, including the Company.
The International Labor Organization (ILO), a UN specialized agency
which sets international labor standards, has replaced long-standing
Convention 96, which encouraged ILO member states to either abolish or
strictly regulate temporary employment services, with a new Convention 181.
Convention 181 recognizes the positive role that private sector temporary
and permanent staffing agencies can play in labor markets and recommends a
flexible regulatory framework that will permit them to operate effectively.
The new Convention has been sent to ILO member countries to be considered
for ratification. It is likely that over the course of the next several
years many of the countries in which the Company does business will ratify
the new Convention.
FORWARD-LOOKING STATEMENTS
Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere are
forward-looking statements. These statements discuss, among other things,
expectations for future financial or operating performance. They speak only
as of the date of this Annual Report and are subject to risks and
uncertainties that could cause actual results to differ materially from
those contemplated in such forward-looking statements. Such risks and
uncertainties include, but are not limited to, competitive pressures,
material changes in demands from larger customers, availability of
temporary workers, changes in customer attitudes, government policies and
changes in economic conditions. The Company's Annual Report on Form 10-K
contains additional information on the risk factors affecting the Company.
ACCOUNTING CHANGES
During the fourth quarter of 1997, the Company adopted SFAS No. 128,
"Earnings per Share." As a result, the Company's reported earnings per
share for all years prior to 1997 were restated. See Note 2 to the
Consolidated Financial Statements for further discussion.
In 1997, the Financial Accounting Standards Board (the 'FASB') issued
SFAS No. 130, "Reporting Comprehensive Income." This statement establishes
standards for the reporting and display of comprehensive income and its
components in the financial statements. This statement will be adopted by
the Company in 1998 and is not expected to have a significant impact on the
Consolidated Financial Statements.
In 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information." This statement will be adopted by
the Company in 1998 and is not expected to significantly change the current
segment reporting.
<PAGE> 17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of Manpower Inc.:
We have audited the accompanying consolidated balance sheets of Manpower
Inc. (a Wisconsin corporation) and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations, cash
flows and stockholders' equity for each of the three years in the period
ended December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Manpower Inc. and subsidiaries as of December 31, 1997 and 1996 and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ Arthur Andersen LLP
--------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 30, 1998.
<PAGE> 18
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues from services $7,258,504 $6,079,905 $5,484,175
Cost of services 5,948,308 4,931,937 4,483,343
-----------------------------------------------------------------------------
Gross profit 1,310,196 1,147,968 1,000,832
Selling and administrative expenses 1,054,809 921,011 789,179
-----------------------------------------------------------------------------
Operating profit 255,387 226,957 211,653
Interest and other (expense) income (6,179) 15,355 (7,862)
-----------------------------------------------------------------------------
Earnings before income taxes 249,208 242,312 203,791
Provision for income taxes 85,328 80,014 75,749
-----------------------------------------------------------------------------
Net earnings $ 163,880 $ 162,298 $ 128,042
-------------------------------------------==================================
Net earnings per share $ 2.01 $ 1.98 $ 1.68
-------------------------------------------==================================
Net earnings per share -
assuming dilution $ 1.97 $ 1.94 $ 1.59
-------------------------------------------==================================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-----------------------------------------------------------------------------
SUPPLEMENTAL SYSTEMWIDE INFORMATION
(unaudited, dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
--------------------------------------------------------------------------
<S> <C> <C> <C>
Systemwide sales $ 8,859,893 $ 7,474,212 $ 6,883,605
-------------------------------------=====================================
Systemwide offices at year end 2,776 2,519 2,449
-------------------------------------=====================================
Systemwide information represents total of Company-owned branches and
franchises.
-----------------------------------------------------------------------------
</TABLE>
<PAGE> 19
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
-----------------------------------------------------------------------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 142,246 $ 180,553
Accounts receivable, less allowance for
doubtful accounts of $38,019 and
$33,526, respectively 1,437,378 1,167,468
Prepaid expenses and other assets 60,164 42,913
Future income tax benefits 47,113 48,151
-----------------------------------------------------------------------------
Total current assets 1,686,901 1,439,085
Other Assets:
Investments in licensees 32,763 29,409
Other assets 190,990 162,390
-----------------------------------------------------------------------------
Total other assets 223,753 191,799
Property and Equipment:
Land, buildings, leasehold improvements and
equipment 324,770 302,547
Less: accumulated depreciation and amortization 188,394 181,168
-----------------------------------------------------------------------------
Net property and equipment 136,376 121,379
-----------------------------------------------------------------------------
Total assets $2,047,030 $1,752,263
-------------------------------------------------------======================
</TABLE>
<PAGE> 20
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
-----------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities:
Payable to banks $ 69,848 $ 24,375
Accounts payable 271,064 235,466
Employee compensation payable 68,416 60,222
Accrued liabilities 108,615 87,444
Accrued payroll taxes and insurance 248,605 195,194
Value added taxes payable 223,538 174,624
Income taxes payable 13,303 30,945
Current maturities of long-term debt 1,288 2,986
-----------------------------------------------------------------------------
Total current liabilities 1,004,677 811,256
Other Liabilities:
Long-term debt 189,785 100,848
Other long-term liabilities 235,005 239,453
-----------------------------------------------------------------------------
Total other liabilities 424,790 340,301
Stockholders' Equity:
Preferred stock, $.01 par value,
authorized 25,000,000 shares, none issued -- --
Common stock, $.01 par value, authorized
125,000,000 shares, issued 82,778,873 and
82,206,446 shares, respectively 828 822
Capital in excess of par value 1,590,704 1,579,868
Accumulated deficit (848,195) (998,230)
Cumulative translation adjustment (40,688) 21,476
Treasury stock at cost, 2,432,400 and 101,700
shares, respectively (85,086) (3,230)
-----------------------------------------------------------------------------
Total stockholders' equity 617,563 600,706
-----------------------------------------------------------------------------
Total liabilities and stockholders' equity $2,047,030 $1,752,263
-------------------------------------------------------======================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these balance sheets.
<PAGE> 21
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 163,880 $ 162,298 $ 128,042
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 41,623 35,618 27,821
Deferred income taxes 1,959 (11,405) (4,977)
Provision for doubtful accounts 15,884 12,360 8,981
Gain on sale of securities -- (15,509) --
Change in operating assets and liabilities:
Accounts receivable (398,825) (168,735) (175,064)
Other assets (20,177) (11,969) (23,126)
Other liabilities 231,755 99,958 140,542
-----------------------------------------------------------------------------
Cash provided by operating activities 36,099 102,616 102,219
-----------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital expenditures (98,592) (55,119) (47,884)
Acquisitions of businesses, net of
cash acquired (16,480) (32,362) --
Proceeds from the sale of property
and equipment 2,858 1,669 3,111
Proceeds from sale of securities -- 18,440 --
-----------------------------------------------------------------------------
Cash used by investing activities (112,214) (67,372) (44,773)
-----------------------------------------------------------------------------
Cash Flows from Financing Activities:
Net change in payable to banks 50,079 (11,124) (21,204)
Proceeds from long-term debt 90,245 57,681 32,362
Repayment of long-term debt (2,503) (17,051) (1,666)
Repurchase of common stock (81,856) (3,230) --
Dividends paid (13,845) (12,305) (10,171)
-----------------------------------------------------------------------------
Cash provided (used) by
financing activities 42,120 13,971 (679)
-----------------------------------------------------------------------------
Effect of exchange rate changes on cash (4,312) (11,435) 3,957
-----------------------------------------------------------------------------
Net (decrease) increase in cash and
cash equivalents (38,307) 37,780 60,724
Cash and cash equivalents, beginning
of year 180,553 142,773 82,049
-----------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 142,246 $ 180,553 $ 142,773
-------------------------------------------==================================
Supplemental Cash Flow Information:
Interest paid $ 11,260 $ 7,119 $ 15,297
-------------------------------------------==================================
Income taxes paid $ 89,387 $ 79,230 $ 80,582
-------------------------------------------==================================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
<PAGE> 22
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except per share data)
<TABLE>
<CAPTION>
Capital in Cumulative
Common Excess of Par Accumulated Translation Treasury
Stock Value Deficit Adjustment Stock Total
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1994 $743 $1,448,102 $(1,266,094) $ 20,723 $ -- $ 203,474
Issuances under option and
purchase plans 9 14,252 -- -- -- 14,261
Issuance on conversion of sub-
ordinated convertible debentures 54 97,986 -- -- -- 98,040
Net earnings -- -- 128,042 -- -- 128,042
Dividends ($.13 per share) -- -- (10,171) -- -- (10,171)
Translation -- -- -- 17,376 -- 17,376
Other 6 3,965 -- -- -- 3,971
-----------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995 812 1,564,305 (1,148,223) 38,099 -- 454,993
Issuances under option and
purchase plans 6 9,865 -- -- -- 9,871
Net earnings -- -- 162,298 -- -- 162,298
Dividends ($.15 per share) -- -- (12,305) -- -- (12,305)
Translation -- -- -- (16,623) -- (16,623)
Repurchase of common stock -- -- -- -- (3,230) (3,230)
Issuances for acquisitions and other 4 5,698 -- -- -- 5,702
-----------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 822 1,579,868 (998,230) 21,476 (3,230) 600,706
Issuances under option and
purchase plans 6 10,836 -- -- -- 10,842
Net earnings -- -- 163,880 -- -- 163,880
Dividends ($.17 per share) -- -- (13,845) -- -- (13,845)
Translation -- -- -- (62,164) -- (62,164)
Repurchase of common stock -- -- -- -- (81,856) (81,856)
-----------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 $828 $1,590,704 $ (848,195) $ (40,688) $ (85,086) $ 617,563
----------------------------------------=========================================================================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
<PAGE> 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Manpower Inc. (the "Company") is an employment services organization
with over 2,700 systemwide offices in 48 countries. The Company's largest
operations, based on revenues, are located in the United States, France and
the United Kingdom. The Company's employment services include temporary
help, contract services and training and testing of temporary and permanent
workers. The Company provides employment services to a wide variety of
customers, none of which individually comprise a significant portion of
revenues within a given geographic region or for the Company as a whole.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and all subsidiaries in which an ownership interest greater than 50% is
held. For subsidiaries in which the Company has an ownership interest of 50%
or less, but more than 20%, the consolidated financial statements reflect
the Company's ownership share of those earnings using the equity method of
accounting. These investments are recorded as Investments in licensees in
the Consolidated Balance Sheets. Included in stockholders' equity at
December 31, 1997 are $27,785 of unremitted earnings from investments
accounted for using the equity method. All significant intercompany accounts
and transactions have been eliminated in consolidation.
REVENUES
The Company generates revenues from sales of services by its own branch
operations and from fees earned on sales of services by its franchise
operations. Franchise fees, which are included in revenues from services,
were $37,453, $34,653 and $33,688 for the years ended December 31, 1997,
1996 and 1995, respectively.
FOREIGN CURRENCY TRANSLATION
The financial statements of the Company's non-U.S. subsidiaries have been
translated in accordance with Statement of Financial Accounting Standards
("SFAS") No. 52. Under SFAS No. 52, asset and liability accounts are
translated at the current exchange rate and income statement items are
translated at the weighted average exchange rate for the year. The resulting
translation adjustments are made directly to a separate component of
stockholders' equity.
Translation adjustments for those operations in highly inflationary
economies and certain other transaction adjustments are included in earnings
and were immaterial for all periods presented.
CAPITALIZED SOFTWARE
The Company capitalizes purchased software and software development costs
incurred from the time the software is considered technologically feasible
until the software is ready for use. Research and development costs and
software maintenance costs are expensed as incurred. Capitalized software
costs are amortized using the straight-line method over the estimated useful
life of the software. The unamortized balance of $53,490 and $19,114 as of
December 31, 1997 and 1996, respectively, is included in Other assets in the
Consolidated Balance Sheets. The Company regularly reviews the carrying
value of all capitalized software and recognizes a loss when the
unamortized balance is considered unrealizable.
INTANGIBLE ASSETS
Intangible assets consist primarily of trademarks and the excess of cost
over the fair value of net assets acquired. Trademarks are amortized
on a straight-line basis over their useful lives. The excess of cost over
the fair value of net assets acquired is amortized on a straight-line basis
over its useful life, estimated based on the facts and circumstances
surrounding each individual acquisition, not to exceed twenty years. Total
intangible assets of $53,127 and $48,744, net of accumulated amortization of
$7,612 and $4,712 at December 31, 1997 and 1996, respectively, are included
in Other assets in the Consolidated Balance Sheets. Amortization expense was
$4,360, $3,780, and $3,487 in 1997, 1996 and 1995, respectively. The
intangible asset and related accumulated amortization are removed from the
Consolidated Balance Sheets when the intangible asset becomes fully
amortized.
PROPERTY AND EQUIPMENT
A summary of property and equipment at December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------------------------------
<S> <C> <C>
Land $ 1,221 $ 1,189
Buildings 16,620 15,525
Office furniture and equipment 209,571 185,877
Leasehold improvements 97,358 99,956
---------------------------------------------------------------------------
$324,770 $302,547
----------------------------------------------=============================
</TABLE>
<PAGE> 24
Property and equipment are stated at cost and depreciated using the
straight-line method over the following estimated useful lives: buildings -
20 to 25 years; leasehold improvements - lesser of life of asset or lease
term; furniture and equipment - 3 to 10 years. Expenditures for renewals and
betterments are capitalized whereas expenditures for repairs and maintenance
are charged to income as incurred. Upon sale or disposition of properties,
the difference between unamortized cost and the proceeds is charged or
credited to income.
STATEMENTS OF CASH FLOWS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
STOCKHOLDERS' EQUITY
In November 1996, the Board of Directors authorized the purchase of up to
five million shares of the Company's common stock. The purchases may
be made from time to time at prevailing market prices. At December 31, 1997,
2.4 million shares at a cost of $85,086 have been purchased under this
authorization.
ADVERTISING COSTS
The Company generally expenses production costs of media advertising as
they are incurred. Advertising expenses, including the sponsorship of the
1998 World Cup, were $21,600, $24,300 and $9,780 in 1997, 1996 and 1995,
respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
RECLASSIFICATIONS
Certain amounts in the 1996 and 1995 financial statements have been
reclassified to be consistent with the current year presentation.
(2) EARNINGS PER SHARE
During the fourth quarter of 1997 the Company adopted SFAS No. 128,
"Earnings per Share." As a result, the Company's reported earnings per
share for all years prior to 1997 were restated. The effect of this
accounting change on previously reported earnings per share is as follows:
<TABLE>
<CAPTION>
1996 1995
---------------------------------------------------------------------------
<S> <C> <C>
Net earnings per share:
as reported $ 1.95 $ 1.65
effect of SFAS No. 128 .03 .03
---------------------------------------------------------------------------
as restated $ 1.98 $ 1.68
---------------------------------------------------------------------------
Net earnings per share -
assuming dilution:
as reported $ 1.95 $ 1.65
effect of SFAS No. 128 (.01) (.06)
---------------------------------------------------------------------------
as restated $ 1.94 $ 1.59
----------------------------------------------------=======================
</TABLE>
The calculation of net earnings per share for the years ended
December 31, 1997, 1996 and 1995, is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings per share:
Net earnings available to
common stockholders $ 163,880 $ 162,298 $ 128,042
Weighted average common shares
outstanding 81,597 81,820 76,300
---------------------------------------------------------------------------
$ 2.01 $ 1.98 $ 1.68
---------------------------------------====================================
</TABLE>
The calculation of net earnings per share - assuming dilution for the
years ended December 31, 1997, 1996 and 1995, is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings per share -
assuming dilution:
Net earnings available to
common shareholders $ 163,880 $ 162,298 $ 128,042
Effect of dilutive securities -
6-1/4% convertible debentures -- -- 3,075
---------------------------------------------------------------------------
$ 163,880 $ 162,298 $ 131,117
---------------------------------------------------------------------------
Weighted average common
shares outstanding 81,597 81,820 76,300
Effect of dilutive securities -
6-1/4% convertible debentures -- -- 4,248
Stock options 1,783 1,749 1,829
---------------------------------------------------------------------------
83,380 83,569 82,377
---------------------------------------------------------------------------
$ 1.97 $ 1.94 $ 1.59
---------------------------------------====================================
</TABLE>
<PAGE> 25
The calculation of net earnings per share - assuming dilution for the years
ended December 31, 1997, 1996 and 1995 does not include certain stock
option grants because the option exercise price for these grants is greater
than the average market price of the common shares during that year. The
number, exercise prices and weighted average remaining life of these
antidilutive options is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Shares 10,000 205,500 56,500
Exercise prices 48.63 33.88-36.88 32.00-33.88
Weighted average remaining life 9.6 years 8.1 years 9.9 years
----------------------------------------===================================
</TABLE>
Net earnings per share - assuming dilution for 1995 was determined on
the assumption that the 6-1/4% convertible debentures were converted on
January 1, 1995.
(3) INCOME TAXES
The provision for income taxes consists of:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
United States
Federal $ 14,410 $ 19,309 $ 24,611
State 2,133 4,312 5,892
Foreign 66,826 67,798 50,223
---------------------------------------------------------------------------
Total current 83,369 91,419 80,726
---------------------------------------------------------------------------
Deferred:
United States
Federal 13,984 2,103 2,268
State 803 676 (1,180)
Foreign (12,828) (14,184) (6,065)
---------------------------------------------------------------------------
Total deferred 1,959 (11,405) (4,977)
---------------------------------------------------------------------------
Total provision $ 85,328 $ 80,014 $ 75,749
---------------------------------------====================================
</TABLE>
A reconciliation between taxes computed at the United States Federal
statutory tax rate of 35% and the consolidated effective tax rate is as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax based on statutory rate $ 87,223 $ 84,809 $ 71,327
Increase (decrease) resulting from:
State income taxes 2,936 2,803 2,554
Change in valuation reserve (3,611) (6,231) (3,062)
Other, net (1,220) (1,367) 4,930
---------------------------------------------------------------------------
Total provision $ 85,328 $ 80,014 $ 75,749
---------------------------------------====================================
</TABLE>
Deferred income taxes are recorded on temporary differences at the tax
rate expected to be in effect when the temporary differences reverse.
Temporary differences which gave rise to the deferred tax assets at December
31 are as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------------------------------
<S> <C> <C>
Accrued payroll taxes and insurance $ 41,741 $ 45,116
Employee compensation payable 11,266 11,402
Pension and postretirement benefits 14,911 14,749
Net operating losses and other 44,531 60,475
Valuation allowance (28,448) (32,059)
---------------------------------------------------------------------------
Total future income tax benefits 84,001 99,683
Less--Noncurrent future income tax benefits (36,888) (51,532)
---------------------------------------------------------------------------
Current future income tax benefits $ 47,113 $ 48,151
----------------------------------------------------=======================
</TABLE>
Noncurrent future income tax benefits have been classified as Other
assets in the Consolidated Balance Sheets.
The Company has U.S. Federal and foreign net operating loss
carryforwards totaling $31,951 that expire as follows: 1998 - $83, 2000 -
$180, 2003 - $294, 2004 and thereafter - $13,550 and $17,844 with no
expiration. The Company has U.S. state net operating loss carryforwards
totaling $218,850 that expire as follows: 1998 - $10,060, 1999 - $9,082,
2003 - $10,387, 2004 and thereafter - $189,321. The Company has recorded a
deferred tax asset of $27,799 for the benefit of these net operating
losses. Realization of this asset is dependent on generating
sufficient taxable income prior to the expiration of the loss
carryforwards. A valuation allowance of $24,682 has been recorded as
management believes that realization of certain loss carryforwards is
unlikely.
United States income taxes have not been provided on undistributed
earnings of foreign subsidiaries which are considered to be permanently
invested. If such earnings were remitted, foreign tax credits would
substantially offset any resulting United States income tax. At December
31, 1997, the estimated amount of unremitted earnings of the foreign
subsidiaries totaled $461,500.
<PAGE> 26
(4) PAYABLE TO BANKS AND BANK LINES
OF CREDIT
Information concerning short-term borrowings at December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------------------------------
<S> <C> <C>
Payable to banks $ 69,848 $ 24,375
Average interest rates 3.6% 3.6%
---------------------------------------------------------------------------
</TABLE>
The Company and some of its foreign subsidiaries maintain lines of
credit with foreign financial institutions to meet short-term working
capital needs. Such lines totaled $149,257 at December 31, 1997, of which
$79,409 was unused. The Company has no significant compensating balance
requirements or commitment fees related to these lines.
(5) LONG-TERM DEBT
A summary of long-term debt at December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------------------------------
<S> <C> <C>
Commercial paper, maturing within 90 days,
at average interest rates of 6.0% and 5.7%,
respectively $ 55,433 $ 47,321
Revolving credit agreement -
U.S. dollar denominated borrowings, at average
interest rates of 6.2% and 5.8%, respectively 110,000 30,000
Yen denominated borrowings, at a rate of .6% 21,244 19,286
Other 4,396 7,227
---------------------------------------------------------------------------
191,073 103,834
Less--Current maturities (1,288) (2,986)
---------------------------------------------------------------------------
Long-term debt $ 189,785 $ 100,848
----------------------------------------------------=======================
</TABLE>
On November 25, 1997, the Company entered into a $415,000 unsecured
revolving credit agreement which allows for borrowings in various
currencies and includes a $90,000 commitment to be used exclusively for
standby letters of credit. Outstanding letters of credit totaled $60,000
and $43,853 as of December 31, 1997 and 1996, respectively. Approximately
$138,000 of additional borrowings were available to the Company under this
agreement at December 31, 1997.
The interest rate and facility fee on the entire line and the issuance
fee on the letter of credit commitment vary based on the Company's debt
rating and borrowing level. Currently, the interest rate is LIBOR plus
.215%, and the fees are .11% and .215%, respectively. The facility matures
on November 25, 2002, and may be increased to a maximum of $500,000 or
extended for an additional year with the lenders' consent. The agreement
requires, among other things, that the Company comply with minimum interest
coverage and debt-to-capitalization ratios and a maximum subsidiary debt
level.
Due to the availability of long-term financing, commercial paper
borrowings have been classified as long-term debt. The carrying value of
long-term debt approximates fair value.
The maturities of long-term debt payable within each of the four years
subsequent to December 31, 1998 are as follows: 1999 - $1,737, 2000 -
$707, 2001 - $58 and 2002 - $186,736.
Subsequent to December 31, 1997, the Company entered into an interest
rate swap agreement, expiring in 2001, to fix the interest rate at 6.0% on
$50,000 of the Company's credit borrowings under the revolving credit
agreement.
(6) STOCK COMPENSATION PLANS
During 1996 the Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation." As permitted by the statement, the Company will continue to
account for its stock-based compensation plans in accordance with APB
Opinion No. 25 and related Interpretations. Accordingly, no compensation
cost related to these plans was charged against earnings in 1997, 1996 and
1995. Had the Company determined compensation cost based on the fair value
of the stock options at the grant date, consistent with the method of SFAS
No. 123, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings:
as reported $ 163,880 $ 162,298 $ 128,042
pro forma 162,526 160,582 127,271
Net earnings per share:
as reported $ 2.01 $ 1.98 $ 1.68
pro forma 1.99 1.96 1.67
Net earnings per share -
assuming dilution:
as reported $ 1.97 $ 1.94 $ 1.59
pro forma 1.95 1.92 1.58
---------------------------------------====================================
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for
<PAGE> 27
grants in 1997, 1996 and 1995, respectively: risk-free interest rates of
5.8%, 6.2% and 6.3%; expected volatility of 14.4%, 17.3% and 12.2%;
dividend yield of .5% in all years; and expected lives of 5.0 years, 6.1
years and 8.2 years. The weighted-average fair value of options granted was
$5.48, $7.13 and $7.46 in 1997, 1996 and 1995, respectively.
FIXED STOCK OPTION PLANS
The Company has reserved 5,625,000 shares of common stock for issuance
under the Executive Stock Option and Restricted Stock Plans. Under
the plans, all full-time employees of the Company are eligible to receive
stock options, purchase rights and restricted stock. The options, rights
and stock are granted to eligible employees at the discretion of a
committee appointed by the Board of Directors. All options have generally
been granted at a price equal to the fair market value of the Company's
common stock at the date of grant. The purchase price per share pursuant to
a purchase right is determined by the Board of Directors. The committee
also determines the period during which options and rights are exercisable.
Generally, options are granted with a vesting period of up to five years
and expire ten years from the date of grant. Rights may generally be
exercised for up to sixty days from the date of grant. Under the plans, the
committee may also authorize the granting of stock appreciation rights and
cash equivalent rights in conjunction with the stock options and purchase
rights, respectively. As of December 31, 1997, no purchase rights, stock
appreciation rights or cash equivalent rights had been granted.
The Company has reserved 800,000 shares of common stock for issuances
under the 1991 Directors Stock Option Plan. Under the plan, each
non-employee director of the Company may receive an option to
purchase shares of the Company's common stock in lieu of cash compensation.
The number of shares covered by the option is determined pursuant to a
formula set forth in the plan. The per share purchase price for each option
awarded is equal to the fair market value of the Company's common stock at
the date of grant. Options are exercisable for the vested portion during
the director's tenure and a limited period thereafter.
The Company also has the Savings Related Share Option Scheme for United
Kingdom employees with at least one year of service. These employees are
offered the opportunity to obtain an option for a specified number of
shares of common stock at not less than 85% of their market value on the
day prior to the offer to participate in the plan. Options are generally
exercisable after 60 months, but may lapse earlier. Funds used to purchase
the shares are accumulated through specified payroll deductions over a
60-month period.
Information related to options outstanding under the plans, and the
related weighted-average exercise prices, is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------------------------
Shares Shares Shares
(000) Price (000) Price (000) Price
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options
outstanding,
beginning
of period 3,421 $ 19 3,369 $ 16 3,732 $ 15
Granted 384 35 550 31 320 27
Exercised (374) 17 (472) 16 (659) 16
Expired or
cancelled (69) 24 (26) 24 (24) 17
---------------------------------------------------------------------------
end of
period 3,362 $ 21 3,421 $ 19 3,369 $ 16
---------------------------------==========================================
Options
exercisable,
---------------------------------------------------------------------------
end of
period 2,378 $ 16 2,659 $ 16 2,918 $ 15
---------------------------------==========================================
</TABLE>
Options outstanding as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Options outstanding Options exercisable
------------------- -------------------
Weighted-
average Weighted- Weighted-
remaining average average
Exercise Shares contractual exercise Shares exercise
prices (000) life price (000) price
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
10.68-14.25 725 3.6 years $ 12 704 $ 12
15.00-17.13 1,505 5.2 years 16 1,474 16
22.27-29.75 432 8.3 years 27 121 27
30.38-36.88 586 9.1 years 34 79 34
38.07-48.63 114 9.5 years 40 -- --
--------------------------------------------------------------------------
3,362 $ 21 2,378 $ 16
----------------==========================================================
</TABLE>
OTHER STOCK PLANS
The Company has reserved 2,250,000 shares of common stock for issuance
under the 1990 Employee Stock Purchase Plan. Under the plan, designated
Manpower employees meeting certain service requirements may purchase
shares of the Company's common stock through
<PAGE> 28
payroll deductions. These shares may be purchased at the lesser of 85%
of their fair market value at the beginning or end of each year. During
1997, 1996 and 1995, 239,229, 186,979 and 118,169 shares, respectively,
were purchased under the plan.
(7) RETIREMENT PLANS
DEFINED BENEFIT PLANS
The Company has defined benefit pension and retirement plans covering
substantially all permanent employees. Pension benefits are generally
based upon years of service and compensation levels prior to retirement.
The components of pension expense are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 3,465 $ 2,969 $ 2,773
Interest cost 3,982 3,575 3,213
Actual return on assets (8,797) (5,022) (4,735)
Net amortization and deferral 4,285 897 1,484
---------------------------------------------------------------------------
Total pension expense $ 2,935 $ 2,419 $ 2,735
---------------------------------------====================================
</TABLE>
The following is a reconciliation of the funded status of the pension
plans at December 31:
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
-------------------------------------------------
1997 1996 1997 1996
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Vested benefits $ 21,723 $ 19,650 $ 26,592 $ 22,207
Nonvested benefits 380 407 1,416 1,394
---------------------------------------------------------------------------
Accumulated benefit
obligation 22,103 20,057 28,008 23,601
Effect of projected
compensation increases 4,713 4,141 7,859 7,336
---------------------------------------------------------------------------
Projected benefit
obligation 26,816 24,198 35,867 30,937
Plan assets at fair value 26,177 20,903 36,435 31,462
---------------------------------------------------------------------------
Plan assets less than
(in excess of) projected
benefit obligation 639 3,295 (569) (525)
Unrecognized net gain (loss) 7,488 3,930 (122) 617
Unrecognized transitional
asset 769 884 209 202
Unrecognized prior
service cost -- -- (418) (468)
---------------------------------------------------------------------------
Accrued (prepaid)
pension cost $ 8,896 $ 8,109 $ (899) $ (174)
--------------------------=================================================
</TABLE>
Assumptions used in determining the plans' funded status are as follows:
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
-------------------------------------------------
1997 1996 1997 1996
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Discount rate 7.25% 7.5% 5.8% 6.5%
Rate of return on plan assets 8.5% 8.5% 7.3% 7.8%
---------------------------------------------------------------------------
</TABLE>
Projected salary levels utilized in the determination of the projected
benefit obligation are based upon historical experience. The unrecognized
transitional asset is being amortized over the estimated remaining service
lives of the employees.
Plan assets are primarily comprised of common stocks and U.S.
government and agency securities.
DEFINED CONTRIBUTION PLANS
The Company has defined contribution plans covering substantially all
permanent U.S. employees. Under the plans, employees may elect to
contribute a portion of their salary to the plans. The Company, at its
discretion, may match a portion of the employees' contributions. During
1997 the Company elected to match a portion of employees' contributions if
a targeted earnings level was reached in the U.S. The total 1997 expense
was $296. The Company elected not to provide a matching contribution in
1996 and 1995.
RETIREE HEALTH CARE PLAN
The Company provides medical and dental benefits to eligible retired
employees in the United States. Generally, retired employees who have
reached age 65, or those who have reached age 55 with at least 20 years of
service, are eligible to receive health care benefits. In determining
benefits, the plan has taken into consideration payments by Medicare and
other coverages. The plan is unfunded.
The Company charges the expected costs of retiree health care benefits
to expense during the years that employees render service. The components of
periodic postretirement benefit cost are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost--benefits earned
during the year $ 1,542 $ 1,276 $ 1,431
Interest cost on accumulated
postretirement benefit obligation 1,492 1,339 1,235
Amortization of unrecognized gain (29) (27) --
---------------------------------------------------------------------------
Net periodic postretirement
benefit cost $ 3,005 $ 2,588 $ 2,666
---------------------------------------====================================
</TABLE>
<PAGE> 29
The components of the accumulated postretirement benefit obligation
at December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------------------------------
<S> <C> <C>
Retirees $ 4,234 $ 4,001
Fully eligible active participants 3,608 2,537
Other active participants 15,903 13,235
--------------------------------------------------------------------------
Accumulated postretirement
benefit obligation 23,745 19,773
Unrecognized net gain 1,531 2,777
--------------------------------------------------------------------------
Accrued benefit cost $ 25,276 $ 22,550
----------------------------------------------------======================
</TABLE>
The accumulated postretirement benefit obligation was computed using a
discount rate of 7.25% in 1997 and 7.5% in 1996.
The health care cost trend rate has a significant effect on the amounts
reported. The rate was assumed to be 8.0% for 1997 and decreases gradually
to 6% for the years 2001 and beyond. A one percentage point increase in the
assumed health care cost trend rates would increase the accumulated
postretirement benefit obligation by $4,822 and increase the periodic
benefit cost by $708.
(8) LEASES
The Company leases property and equipment primarily under operating leases.
Renewal options exist for substantially all leases.
Future minimum payments, by year and in the aggregate, under
noncancellable operating leases with initial or remaining terms of one
year or more consist of the following at December 31, 1997:
<TABLE>
<CAPTION>
Year
---------------------------------------------------------------------------
<S> <C>
1998 $ 40,884
1999 34,744
2000 26,605
2001 20,035
2002 15,694
Thereafter 64,576
---------------------------------------------------------------------------
Total minimum lease payments $202,538
-------------------------------------------------------------------========
</TABLE>
Rental expense for all operating leases was $72,196, $67,198 and
$64,974 for the years ended December 31, 1997, 1996 and 1995, respectively.
(9) INTEREST AND OTHER (EXPENSE) INCOME
Interest and other (expense) income consist of the following:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Interest expense $ (11,105) $ (6,388) $ (12,655)
Interest income 8,052 7,294 6,826
Gain on sale of securities -- 15,509 --
Foreign exchange losses (1,258) (941) (362)
Miscellaneous, net (1,868) (119) (1,671)
---------------------------------------------------------------------------
Interest and other (expense) income $ (6,179) $ 15,355 $ (7,862)
---------------------------------------====================================
</TABLE>
During 1996 the Company recorded gains of $15.5 million related to the sale
of its interest in two non-Manpower brand subsidiaries in the United
Kingdom. Total cash proceeds received from the equity interests and a
note receivable was $18.4 million. The Company had previously deferred
recognition of most of the equity interests and the note due to
uncertainties regarding their eventual realization.
(10) ACQUISITIONS OF BUSINESSES
From time to time, the Company acquires certain franchises and unrelated
companies throughout the world. In 1996, the Company acquired A Teamwork
Sverige AB, the largest employment services organization in Sweden, and
certain franchises in the United States, Canada and Spain. The Consolidated
Financial Statements include the operating results of each business from
the date of acquisition. Pro forma results of operations have not been
presented because the effect of these acquisitions was not significant
individually or in the aggregate. The total consideration for these
acquisitions was $17,601 and $41,072 in 1997 and 1996, respectively, the
majority of which was recorded as intangible assets.
(11) CONTINGENCIES
The Company is involved in a number of lawsuits arising in the ordinary
course of business which will not, in the opinion of management, have
a material effect on the financial condition of the Company.
<PAGE> 30
(12) BUSINESS SEGMENT DATA BY
GEOGRAPHICAL AREA
Geographical segment information is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues from services:
United States (a) $1,993,665 $1,774,240 $1,551,407
France 2,716,683 2,274,761 2,208,729
United Kingdom 989,104 867,884 818,023
Other Europe 855,372 678,337 528,363
Other Countries 703,680 484,683 377,653
---------------------------------------------------------------------------
$7,258,504 $6,079,905 $5,484,175
---------------------------------------====================================
Earnings
before income taxes:
United States $ 92,607 $ 88,165 $ 75,970
France 91,246 73,688 72,593
United Kingdom 39,831 33,246 34,972
Other Europe 38,811 38,440 34,971
Other Countries 30,744 22,452 16,492
Corporate -
Amortization of
intangible assets (4,360) (3,780) (3,487)
Interest and other
(expense) income (6,179) 15,355 (7,862)
Other (b) (33,492) (25,254) (19,858)
---------------------------------------------------------------------------
$ 249,208 $ 242,312 $ 203,791
---------------------------------------====================================
Total assets:
United States $ 470,861 $ 426,732 $ 365,479
France 869,354 723,900 678,027
United Kingdom 211,554 183,857 157,240
Other Europe 269,698 221,645 175,445
Other Countries 172,434 130,303 102,838
Corporate (b) 53,129 65,826 38,757
---------------------------------------------------------------------------
$2,047,030 $1,752,263 $1,517,786
---------------------------------------====================================
Net assets:
United States $ 112,360 $ 142,731 $ 107,680
France 295,146 279,480 241,156
United Kingdom 82,528 71,277 32,088
Other Europe 78,479 77,199 46,481
Other Countries 49,050 30,019 27,588
---------------------------------------------------------------------------
$ 617,563 $ 600,706 $ 454,993
---------------------------------------====================================
</TABLE>
(a) Total systemwide sales in the United States, which include sales of
Company-owned branches and franchises, were $3,340,212, $2,938,926 and
$2,666,782 for the years ended December 31, 1997, 1996 and 1995,
respectively.
(b) Other corporate expense includes costs incurred by the parent
company which do not pertain to any specific geographical segment.
Corporate assets include assets of the parent company that are not used in
the operations of any geographical segment.
Due to the nature of its business, the Company does not have export
sales.
During 1997 the Financial Accounting Standards Board released SFAS No.
131, "Disclosure About Segments of an Enterprise and Related Information."
This Statement will be adopted by the Company in 1998 and is not expected
to significantly change the current segment reporting.
<PAGE> 31
QUARTERLY DATA (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
---------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from services $1,521,002 $1,792,216 $1,973,020 $1,972,266 $7,258,504
Gross profit 276,655 319,150 350,930 363,461 1,310,196
Net earnings 26,599 40,892 52,691 43,698 163,880
Net earnings per share $ .32 $ .50 $ .64 $ .54 $ 2.01
Net earnings per share - assuming dilution $ .32 $ .49 $ .63 $ .53 $ 1.97
Dividends per share $ -- $ .08 $ -- $ .09 $ .17
Market price-
High $ 40-1/2 $ 49 $ 50-3/8 $ 40-3/4
Low 29-1/2 35-1/4 37 35-1/4
---------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
---------------------------------------------------------------------------------------------------------
Revenues from services $1,309,167 $1,460,624 $1,694,523 $1,615,591 $6,079,905
Gross profit 244,639 269,260 315,324 318,745 1,147,968
Net earnings 23,195 38,602 52,416 48,085 162,298
Net earnings per share $ .28 $ .47 $ .64 $ .59 $ 1.98
Net earnings per share - assuming dilution $ .28 $ .46 $ .63 $ .57 $ 1.94
Dividends per share $ -- $ .07 $ -- $ .08 $ .15
Market price-
High $ 34-1/4 $ 43 $ 39-3/8 $ 33-5/8
Low 23-5/8 29-1/2 30 27-7/8
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 32
SELECTED FINANCIAL DATA
(in millions, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operations Data
Revenues from services $7,258.5 $6,079.9 $5,484.2 $4,296.4 $3,180.4
Gross profit 1,310.2 1,148.0 1,000.8 796.6 625.2
Amortization of intangible assets 4.4 3.8 3.5 7.0 78.1
Restructuring and other unusual items -- -- -- -- 20.0
Net earnings (loss) 163.9 162.3 128.0 83.9 (48.9)
- ----------------------------------------------------------------------------------------------
Per Share Data
Net earnings (loss) $ 2.01 $ 1.98 $ 1.68 $ 1.14 $ (.66)
Net earnings (loss) - assuming dilution 1.97 1.94 1.59 1.09 (.66)
Dividends .17 .15 .13 .11 --
- ----------------------------------------------------------------------------------------------
Balance Sheet Data
Total assets $2,047.0 $1,752.3 $1,517.8 $1,191.2 $ 833.3
Long-term debt 189.8 100.8 61.8 130.9 130.0
- ----------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements should be read in
conjunction with the above summary.
During the fourth quarter of 1997, the Company adopted SFAS No. 128,
"Earnings per Share." As a result, the Company's reported earnings per share
for years prior to 1997 were restated. See Note 2 to Consolidated Financial
Statements for further discussion of the effect on 1996 and 1995. The
previously reported earnings per share amounts for 1994 and 1993 were $1.12 and
$(.66), respectively.
<PAGE> 33
WORLD HEADQUARTERS
5301 North Ironwood Road
Post Office Box 2053
Milwaukee, Wisconsin 53201
(414) 961-1000
www.manpower.com
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C.
New York, New York
www.chasemellon.com
STOCK EXCHANGE LISTING
NYSE Symbol: MAN
10-K REPORT
A copy of Form 10-K filed with
the Securities and Exchange
Commission for the year ended
December 31, 1997 is available
without charge after March 31,
1998 by writing to:
Mr. Jon F. Chait
Manpower Inc.
5301 North Ironwood Road
Post Office Box 2053
Milwaukee, Wisconsin 53201
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1998
10:00 a.m.
Marcus Center for the
Performing Arts
929 North Water Street
Milwaukee, Wisconsin 53202
DIRECTORS
Mitchell S. Fromstein
Chairman of the Board,
President and
Chief Executive Officer
Audrey Freedman
Regular network business
news commentator on
economic developments;
former principal of Audrey
Freedman & Associates
Dudley J. Godfrey, Jr.
Senior Partner
Godfrey & Kahn, S.C.
Marvin B. Goodman
Retired; former principal
shareholder and officer of
Manpower Services (Toronto)
Limited, a Company franchise
J. Ira Harris
Chairman of J.I. Harris &
Associates and Vice Chairman of
The Pritzker Organization, LLC
Newton N. Minow
Of Counsel and former partner
Sidley & Austin
Gilbert Palay
Retired; former Senior Executive
Vice President
Dennis Stevenson
Chairman of GPA Group plc and
Chairman of Pearson plc
Jon F. Chait
Executive Vice President
and Secretary,
Managing Director
International Operations
Terry A. Hueneke
Executive Vice President
OFFICERS
Mitchell S. Fromstein
Chairman of the Board,
President and
Chief Executive Officer
Jon F. Chait
Executive Vice President
and Secretary,
Managing Director
International Operations
Terry A. Hueneke
Executive Vice President
Michael J. Van Handel
Vice President, Chief Accounting
Officer and Treasurer
<PAGE> 34
PRINCIPAL OPERATING UNITS
MITCHELL S. FROMSTEIN
CHAIRMAN, PRESIDENT AND CEO
THE AMERICAS
North America and South America
AND AUSTRALIA
TERRY A. HUENEKE
EXECUTIVE VICE PRESIDENT
5301 North Ironwood Road
P.O. Box 2053
Milwaukee, Wisconsin 53201
Melanie Holmes
Senior Vice President
Customer Services Group
Jeffrey A. Joerres
Senior Vice President
Marketing and Major Accounts
William L. Bates
Vice President
U.S. Administrative Services
Richard J. Gallagher
Vice President
U.S. National Accounts
Marnie M. Harris
Vice President
Business Development
James J. Katte
Vice President
U.S. Accounting and Finance
Douglas H. Krueger
Vice President
U.S. Operations
William J. Pfannenstiel
Vice President
Technical Services
Peter Stockhausen
Vice President
Chief Information Officer
David B. Wescoe
Vice President
North American Administration
Kay Livingston Ash
Vice President
Mountain Region
M. Elaine Brown
Vice President
South Central Region
Richard Cutshall
Vice President
Western Region
Donald Johnston
Vice President
East Central Region
Craig Kasper
Vice President
Upper Midwest Region
Arthur David Keith
Vice President
Southwest Region
Martin Klein
Vice President
Philadelphia Region
Maureen Quinn
Vice President
Northeast Region
Warren Rosenow
Vice President
Midwest Region
Louis Scrivani
Vice President
New Jersey Region
Betty Stockstill
Vice President
Gulf South Region
Beba Franco
General Manager
Puerto Rico
CANADA
5090 Explorer Drive, Suite 401
Mississauga, Ontario L4W 4X6
Tammy Johns
Vice President
MEXICO AND CENTRAL AMERICA
GUILLERMO SANCHEZ
GENERAL MANAGER
MEXICO
Louisiana No. 80
Col. Napoles
C.P. 03810, Mexico, DF
Guillermo Sanchez
General Manager
COSTA RICA
300 metros al Norte de la Fuente
de la Hispanidad
Edificio Equus. Planta Baja
San Jose de Costa Rica
GUATEMALA
6(a) Av. 0-60, Zona 4
Torre Profesional 1, Oficina 304
Guatemala, C.A.
SOUTH AMERICA
HORACIO DE MARTINI
REGIONAL MANAGER
ARGENTINA
Maipu 942 - piso 23
1340 Buenos Aires
Horacio De Martini
General Manager
BOLIVIA
Edif San Pablo, Piso 11, Ofc 1106
Av 16 de Julio, #1476
La Paz, Bolivia
BRAZIL
Casa Central
Rua Jupi, 215
04755-050 Sao Paulo, SP
CHILE
Estados Unidos 395
Santiago
<PAGE> 35
COLOMBIA
Diagonal 50 -No. 49-14, piso 7
Medellin
ECUADOR
Jorge Washington 742 y 9 de Octubre
Casilla 1711-6530, Quito
PANAMA
Bella Vista Calle 51
Edificio Margarita, Local No 6
Panama City, Republic of Panama
PARAGUAY
Av. Espana esq.
Padre Pucheu 485
Asuncion
PERU
Las Camelias 224
San Isidro
Lima 27
URUGUAY
Boulevard Artigas 2003
CP 11800 Montevideo
VENEZUELA
Av Francisco de Miranda
Torre Delta - Piso 3, Ofc D
1602 Altamira, Caracas
NETHERLAND ANTILLES
DSS Uitzendburo NV
Shopping Center Colon, Unit 11A
Curacao
AUSTRALIA
MALCOLM JACKMAN
GENERAL MANAGER
AUSTRALIA
Level 1, 34 Hunter Street
Sydney 2000 NSW
GPO Box 2599
Sydney NSW 2001
NEW ZEALAND
Level 4, The Vulcan Building
Corner Vulcan Lane and Queen Street
Auckland
EUROPE, ASIA, AFRICA AND THE
MIDDLE EAST
JON F. CHAIT
MANAGING DIRECTOR
INTERNATIONAL OPERATIONS
Avenue Louise, 523
1050 Brussels, Belgium
FRANCE
9, rue Jacques Bingen
F-75017 Paris
Michael Grunelius
Managing Director
Bertrand Denis
Deputy General Director
Andre Dalery
General Director of Operations
Pierre Catherine
Director of External Relations
Rene Boulland
Financial Director
Gilles Berolatti
Legal and Administrative Director
Bernard Auger
National Accounts Director
Christian Costaz
IT Director
Jean-Pierre Lemonnier
Human Resource Director
Francois Chojnacki
Director, France West
Rene Jumel
Director, France Southwest
Jean-Pierre Murlin
Director, France North
Gilbert Parichi
Director, Paris/Ile de France
UNITED KINGDOM AND IRELAND
International House
66 Chiltern Street
London W1M 1PR, England
Lilian Bennett
Chairman
Maureen Miffling
Managing Director
Maggi Bell
UK Operations Director
Lynn Elias
Finance Director
Anthony Hoskins
Marketing Director
David Davies
Financial Controller
Ken Pullan
Director of Regional Operations
John Day
General Manager
Major Accounts
Stan Conquest
General Manager
Technical Services
Sue George Jones
Operations Director
Nursing Services
Gerard Doyle
Director of IT
Ouida Weaver
Head of Training and
Human Resources
Deborah Wylie
General Manager of Marketing
Nick Smith
Call Center Strategy Manager
SCOTLAND
38 George Street
Edinburgh EH2 2LE, Scotland
WALES
90 Queen Street
Cardiff CF1 4ER, Wales
<PAGE> 36
IRELAND
54 Grafton Street
Dublin 2
JAPAN
CS Tower 3F
11-30 Akasaka 1-chome
Minato-ku, Tokyo 107
Hiroshi Ono
General Manager
NORDIC REGION
TOR DAHL
REGIONAL DIRECTOR
Oslo, Norway
NORWAY
Dronning Maudsgate 10
P.O. Box 2506 Solli, 0202 Oslo
Lars Petter Orving
General Manager
SWEDEN
Odengatan 71, Box 6446
113 82 Stockholm
Lars Murman
General Manager
DENMARK
Norre Voldgade 19
1358 Kobenhavn
FINLAND
Aleksanterinkatu 48A, 6.Krs.
00100 Helsinki
NORTHERN EUROPEAN REGION
HANS VINK
REGIONAL DIRECTOR
THE NETHERLANDS
Gebouw Athena
Diemerhof 16-18
1112 XN Diemen
Hans Vink
General Manager
GERMANY
Kurt-Schumacher Strabe, 31
Postfach 20 01 16
D-60 605 Frankfurt/Main
Diethelm Bender
Geschaftsfuhrer
AUSTRIA
Mahlerstrabe 14
A-1010 Vienna
Gerhard Flenreiss
General Manager
JADE G.m.b.H.
SOUTHERN REGION
YOAV MICHAELY
REGIONAL DIRECTOR
Rome, Italy
ISRAEL
90-92 Igal Alon Street
Tel Aviv 67891
Aki Friedman
Chairman
Tova Elazar
General Manager
SPAIN
Corsega 418 (4th Floor)
08037 Barcelona
Carmen Mur
General Manager
Italy
Via Gregoriana, 5
00187 Rome
PORTUGAL
Rua Bernardim Ribeiro 30-1
1150 Lisbon
Marcelino Pena Costa
General Manager
SOUTH EAST ASIAN REGION
CHRISTINE RAYNAUD
REGIONAL DIRECTOR
SINGAPORE
391 B Orchard Road
#25 - 07/08
Ngee Ann City Tower B
Singapore 238874
Christine Raynaud
General Manager
HONG KONG
15th Floor, California Tower
30-32 D'Aguilar Street
Central Hong Kong
Deborah Morgan
General Manager
MALAYSIA
Suite 17.01 Wisma Nusantara
Jalan Puncak, Off Jalan P. Ramlee
50250 Kuala Lumpur
TAIWAN
Formosa Plastics Bldg., B, 11F
201-30 Tun Hua North Road
Taipei
THAILAND
Unit 9/1, 9th F1
Bangkok Union Insurance Building
Suriyawongse, Bangrak
Bangkok 10500
<PAGE> 37
OTHER LOCATIONS
SWITZERLAND
6, Rue Winkelried
1201 Geneva
Maria Mumenthaler
Presidente et Deleguee
du Conseil d'Administration
BELGIUM
Avenue Louise, 523
1050 Brussels
Michel Bodart
General Manager
RUSSIA
1 Telegraphnyi Pereulok, #341
101934 Moscow
CZECH REPUBLIC
7 Valentinska
11000 Praha - 1
HUNGARY
Hungaria Krt 140-144
Munkaero Szervezesi
1146 Budapest
LUXEMBOURG
19, rue Glesener
1631 Luxembourg
MONACO
9 rue Princesse Florestine
98000 Monaco
MOROCCO
4, rue des Hirondelles
Casablanca
BROOK STREET BUREAU PLC
ANTHONY J. HOWARD
MANAGING DIRECTOR
Clarence House
134 Hatfield Rd.
St Albans, Herts AL1 4 JB
United Kingdom
CORPORATE ADMINISTRATION
EUROPE, ASIA, AFRICA AND THE
MIDDLE EAST
Avenue Louise, 523
1050 Brussels, Belgium
Vince Butterworth
Director
European Accounts
Ken Davidson
Director
International Operations Support
Pan Salvaridis
Director
Business Development
Graham Steven
Director
International IT
Ned Wiley
Director
International Marketing
CORPORATE ADMINISTRATION
Joel W. Biller
Senior Vice President
International Corporate Affairs
General Counsel - U.S.
James A. Fromstein
Senior Vice President
International Marketing
Michael J. Lynch
Vice President
Michael J. Van Handel
Vice President
Chief Accounting Officer
GLOBAL MARKETING
Jeffrey A. Joerres
Senior Vice President
David Arkless
Vice President
<PAGE> 38
MANPOWER INC.
WORLD HEADQUARTERS
5301 North Ironwood Road
P.O. Box 2053
Milwaukee, Wisconsin 53201 USA
EUROPEAN HEADQUARTERS
Avenue Louise, 523
1050 Brussels, Belgium
New York Stock Exchange Symbol: MAN
www.manpower.com
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF MANPOWER INC.
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Alabama Services Contractors, Inc. Alabama
Manpower de Servicios S.A. Argentina
Benefits S.A. Argentina
Cotecsud S.A.S.E. (Compania Tecnica
Sudamericana S.A.S.E.) Argentina
Manpower Services (Australia) Pty Ltd. Australia
Manpower Holding Gmbh Austria
Manpower/Jade Personnel Services Gmbh Austria
Manpower Temporaerpersonal
Gesellschaft m.b.H. Austria
Manpower Unternehmens und-
Personalberatung Gesellschaft m.b.H. Austria
S.A. Manpower (Belgium) N.V. Belgium
S.A. Multiskill N.V. Belgium
Skillscape Skills Management Services Ltd. British Columbia
Manpower Participacoes Ltda. (Inactive) Brazil
Manpower Ltda. S/C (Inactive) Brazil
Servicios Uno A Ltda. Colombia
Uno A. Servicios Especiales Ltda. Colombia
Snyder Services, Inc. Colorado
Manpower Costa Rica Costa Rica
<PAGE> 2
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Manpower Czech Republic Czech Republic
Manpower International Inc. Delaware
Manpower CIS Inc. Delaware
Manpower Eastern Europe Inc. Delaware
Manpower Employment Inc. Delaware
Manpower Franchises, L.L.C. Delaware
Positions, Inc. Delaware
Staffing Trends Inc. Delaware
U.S. Caden Corporation Delaware
Manpower A/S Denmark
Manpower OY Finland
Manpower France S.A.R.L. France
Fortec SARL France
Supplay S.A. France
Manpower Planen & Leisten GmbH.
Unternehman Fur Zeitpersonal Germany
Adservice GmbH. Germany
Manpower Guatemala S.A. Guatemala
Manpower Services (Hong Kong) Limited Hong Kong
Swift Recruitment Limited Hong Kong
Manpower Munkaero Szervezesi KFT Hungary
Transpersonnel, Inc. Illinois
<PAGE> 3
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Manpower (Ireland) Limited (Inactive) Ireland
Manpower (Israel) Limited Israel
Adam Ltd. (Inactive) Israel
Career Ltd. Israel
MIT Israel
MNAM Ltd. Israel
M.P.H. Holdings Limited Israel
Nativ 2 Ltd. Israel
T. Market (M.A.) Israel
Telepower Israel
Tirgumey Eichut Israel
Unison Engineering Projects Ltd. Israel
Jobing (Inactive) Israel
S.T.M. Technologies (Inactive) Israel
Manpower Italia S.r.l. Italy
Manpower S.p.A. Italy
Manpower Seleform S.p.A. Italy
Manpower Japan Co., Ltd. Japan
Support Services Specialists of Topeka Kansas
Aide Temporaire Luxembourg S.A.R.L. Luxembourg
Manpower Staffing Services (Malaysia) Limited Malaysia
<PAGE> 4
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Agensi Perkerjaan Manpower Recruitment Sdn Bhd Malaysia
Manpower S.A. de C.V. Mexico
Servicio de Personal Industrial S.A. de C.V. Mexico
Tecnologia Y Manufactura S.A. de C.V. Mexico
Manpower Monaco S.A.M. Monaco
Manpower Morocco Morocco
Manpower B.V. Netherlands
Manpower Consultancy B.V. Netherlands
Manpower Kantoor-en Paramodisch B.V. Netherlands
Manpower Industrie B.V. Netherlands
Manpower Management B.V. Netherlands
Manpower Project Support B.V. Netherlands
Manpower Uitzendorganisatie B.V. Netherlands
Manpower Incorporated of New York New York
Manpower Services (New Zealand) Limited New Zealand
Manpower A/S Norway
Bankpower A/S Norway
Bedtiftsassistanse A/S Norway
Manpower Kantineservice A/S Norway
Techpower A/S Norway
Techpower Telemark A/S Norway
Tri County Business Services, Inc. Ohio
<PAGE> 5
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Manpower Services (Ontario) Limited Ontario
Manpower Services (Toronto) Limited Ontario
Manjoven Services Limited Ontario
Services de Personel du Quebec Ltee. Quebec
Manpower Incorporated of Providence Rhode Island
Manpower Personnel Southeast Asia Pte Ltd Singapore
Goodmen Personnel Services Pte. Ltd. Singapore
Manpower Team Empresa de Trabajo Temporal, S.A. Spain
Other Activities S.L. Spain
Progreso De La Gestion Empresarial E.T.T., S.L. Spain
Sag De Galicia, S.L. Spain
STT Consultoria En Recurses Humanos, S.L. Spain
Manpower Aktiebolag Sweden
A Teamwork Sverige Aktiebolag Sweden
Manpower Teamwork Kommanditbolag Sweden
Manpower Holding S.A. Switzerland
Manpower S.A. Switzerland
Allegra Finanz AG Switzerland
Manpower HR Management S.A. Switzerland
Caden Corporation S.A. Switzerland
Manpower Services S.A. Switzerland
<PAGE> 6
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Manpower Services (Taiwan) Co., Ltd. Taiwan
Skillpower Services (Thailand) Co., Ltd. Thailand
Bafin Holdings United Kingdom
Manpower Public Limited Company United Kingdom
LPNS Limited United Kingdom
Manpower Services Limited United Kingdom
Brook Street Bureau PLC United Kingdom
Brook Street (UK) Limited United Kingdom
BS Project Services Limited United Kingdom
Bafin Services Limited (Inactive) United Kingdom
Bafin (UK) Limited (Inactive) United Kingdom
Challoners Limited (Inactive) United Kingdom
Crewcorp Limited (Inactive) United Kingdom
DP Support Services Limited (Inactive) United Kingdom
Extrastaff Limited (Inactive) United Kingdom
Ferrisbush Limited (Inactive) United Kingdom
Girlpower Limited (Inactive) United Kingdom
Manpower Contract Services Limited (Inactive) United Kingdom
Manpower (Hemel) Limited (Inactive) United Kingdom
Manpower IT Services Limited (Inactive) United Kingdom
Manpower Nominees Limited (Inactive) United Kingdom
<PAGE> 7
Incorporated in
Corporate Name State/Country of
- -------------- ----------------
Overdrive Limited (Inactive) United Kingdom
Psyconsult International Limited (Inactive) United Kingdom
Roco Limited (Inactive) United Kingdom
Salespower Limited (Inactive) United Kingdom
Tamar Limited (Inactive) United Kingdom
Temp Finance & Accounting Services Limited (Inactive) United Kingdom
Total Staff Recruitment Limited (Inactive) United Kingdom
Aris S.A. Uruguay
Manpower de Venezuela C.A. Venezuela
Manpower of Indiana Limited Partnership Wisconsin
Manpower Nominees Inc. Wisconsin
Manpower Professional Staffing Services Inc. Wisconsin
Manpower Texas Holdings L.L.C. Wisconsin
Manpower of Texas Limited Partnership Wisconsin
Signature Graphics of Milwaukee, Inc. Wisconsin
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR ANNUAL REPORT ON FORM 10-K
Each of the undersigned directors of Manpower Inc. (the "Company")
hereby constitutes and appoints Mitchell S. Fromstein and Jon F. Chait, and each
of them, the undersigned's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a director of the
Company the Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1997, and to file the same, with all exhibits thereto, other
documents in connection therewith, and any amendments to any of the foregoing,
with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or the undersigned's substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have each executed this Power of
Attorney for Annual Report on Form 10-K, on one or more counterparts, this 11th
day of March, 1998.
/s/ Audrey Freedman /s/ Dudley J. Godfrey Jr.
- ------------------------------------ --------------------------
Audrey Freedman Dudley J. Godfrey, Jr.
/s/ Marvin B. Goodman /s/ J. Ira Harris
- ------------------------------------ --------------------------
Marvin B. Goodman J. Ira Harris
/s/ Terry A. Hueneke /s/ Newton N. Minow
- ------------------------------------ --------------------------
Terry A. Hueneke Newton N. Minow
/s/ Gilbert Palay /s/ Dennis Stevenson
- ------------------------------------ --------------------------
Gilbert Palay Dennis Stevenson
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE YEAR ENDED DECEMBER 31, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 142,246
<SECURITIES> 0
<RECEIVABLES> 1,437,378
<ALLOWANCES> 38,019
<INVENTORY> 0
<CURRENT-ASSETS> 1,686,901
<PP&E> 324,770
<DEPRECIATION> 188,394
<TOTAL-ASSETS> 2,047,030
<CURRENT-LIABILITIES> 1,004,677
<BONDS> 189,785
0
0
<COMMON> 828
<OTHER-SE> 616,735
<TOTAL-LIABILITY-AND-EQUITY> 2,047,030
<SALES> 0
<TOTAL-REVENUES> 7,258,504
<CGS> 0
<TOTAL-COSTS> 5,948,308
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15,884
<INTEREST-EXPENSE> 11,105
<INCOME-PRETAX> 249,208
<INCOME-TAX> 85,328
<INCOME-CONTINUING> 163,880
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 163,880
<EPS-PRIMARY> 2.01
<EPS-DILUTED> 1.97
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 157,035
<SECURITIES> 0
<RECEIVABLES> 1,484,207
<ALLOWANCES> 38,120
<INVENTORY> 0
<CURRENT-ASSETS> 1,759,426
<PP&E> 311,291
<DEPRECIATION> 190,795
<TOTAL-ASSETS> 2,077,084
<CURRENT-LIABILITIES> 1,047,616
<BONDS> 171,399
0
0
<COMMON> 828
<OTHER-SE> 617,990
<TOTAL-LIABILITY-AND-EQUITY> 2,077,084
<SALES> 0
<TOTAL-REVENUES> 5,286,238
<CGS> 0
<TOTAL-COSTS> 4,339,503
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,661
<INTEREST-EXPENSE> 7,358
<INCOME-PRETAX> 183,513
<INCOME-TAX> 63,331
<INCOME-CONTINUING> 120,182
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 120,182
<EPS-PRIMARY> 1.46
<EPS-DILUTED> 1.44
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE SIX MONTHS ENDED JUNE 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 116,080
<SECURITIES> 0
<RECEIVABLES> 1,286,688
<ALLOWANCES> 35,289
<INVENTORY> 0
<CURRENT-ASSETS> 1,510,890
<PP&E> 302,621
<DEPRECIATION> 184,629
<TOTAL-ASSETS> 1,831,695
<CURRENT-LIABILITIES> 866,054
<BONDS> 129,287
0
0
<COMMON> 827
<OTHER-SE> 600,880
<TOTAL-LIABILITY-AND-EQUITY> 1,831,695
<SALES> 0
<TOTAL-REVENUES> 3,313,218
<CGS> 0
<TOTAL-COSTS> 2,717,413
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 6,702
<INTEREST-EXPENSE> 4,500
<INCOME-PRETAX> 100,720
<INCOME-TAX> 33,229
<INCOME-CONTINUING> 67,491
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,491
<EPS-PRIMARY> .82
<EPS-DILUTED> .81
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 180,274
<SECURITIES> 0
<RECEIVABLES> 1,141,339
<ALLOWANCES> 34,643
<INVENTORY> 0
<CURRENT-ASSETS> 1,417,344
<PP&E> 297,731
<DEPRECIATION> 180,903
<TOTAL-ASSETS> 1,732,656
<CURRENT-LIABILITIES> 787,258
<BONDS> 124,170
0
0
<COMMON> 826
<OTHER-SE> 580,942
<TOTAL-LIABILITY-AND-EQUITY> 1,732,656
<SALES> 0
<TOTAL-REVENUES> 1,521,002
<CGS> 0
<TOTAL-COSTS> 1,244,347
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,844
<INTEREST-EXPENSE> 1,926
<INCOME-PRETAX> 39,688
<INCOME-TAX> 13,089
<INCOME-CONTINUING> 26,599
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,599
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE YEAR ENDED DECEMBER 31, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 180,553
<SECURITIES> 0
<RECEIVABLES> 1,167,468
<ALLOWANCES> 33,526
<INVENTORY> 0
<CURRENT-ASSETS> 1,439,085
<PP&E> 302,547
<DEPRECIATION> 181,168
<TOTAL-ASSETS> 1,752,263
<CURRENT-LIABILITIES> 811,256
<BONDS> 100,848
0
0
<COMMON> 822
<OTHER-SE> 599,884
<TOTAL-LIABILITY-AND-EQUITY> 1,752,263
<SALES> 0
<TOTAL-REVENUES> 6,079,905
<CGS> 0
<TOTAL-COSTS> 4,931,937
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 12,360
<INTEREST-EXPENSE> 6,388
<INCOME-PRETAX> 242,312
<INCOME-TAX> 80,014
<INCOME-CONTINUING> 162,298
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 162,298
<EPS-PRIMARY> 1.98
<EPS-DILUTED> 1.94
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 106,591
<SECURITIES> 0
<RECEIVABLES> 1,231,337
<ALLOWANCES> 34,832
<INVENTORY> 0
<CURRENT-ASSETS> 1,425,304
<PP&E> 289,997
<DEPRECIATION> 177,125
<TOTAL-ASSETS> 1,715,435
<CURRENT-LIABILITIES> 866,287
<BONDS> 72,124
0
0
<COMMON> 821
<OTHER-SE> 559,677
<TOTAL-LIABILITY-AND-EQUITY> 1,715,435
<SALES> 0
<TOTAL-REVENUES> 4,464,314
<CGS> 0
<TOTAL-COSTS> 3,635,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 9,777
<INTEREST-EXPENSE> 4,675
<INCOME-PRETAX> 171,613
<INCOME-TAX> 57,400
<INCOME-CONTINUING> 114,213
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 114,213
<EPS-PRIMARY> 1.39
<EPS-DILUTED> 1.37
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE QUARTERLY PERIOD ENDED JUNE 30,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 97,386
<SECURITIES> 0
<RECEIVABLES> 1,099,714
<ALLOWANCES> 33,537
<INVENTORY> 0
<CURRENT-ASSETS> 1,287,892
<PP&E> 281,364
<DEPRECIATION> 169,787
<TOTAL-ASSETS> 1,572,620
<CURRENT-LIABILITIES> 775,894
<BONDS> 80,814
0
0
<COMMON> 820
<OTHER-SE> 504,941
<TOTAL-LIABILITY-AND-EQUITY> 1,572,620
<SALES> 0
<TOTAL-REVENUES> 2,769,791
<CGS> 0
<TOTAL-COSTS> 2,255,892
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 5,862
<INTEREST-EXPENSE> 2,807
<INCOME-PRETAX> 95,110
<INCOME-TAX> 33,313
<INCOME-CONTINUING> 61,797
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,797
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.74
</TABLE>
