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AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this
"AMENDMENT") is entered into as of March 10, 2000, by and among:
(1) INTERIM SERVICES RECEIVABLES CORP., a Delaware corporation
(together with its successors and permitted assigns, the "BORROWER"),
(2) INTERIM SERVICES INC., a Delaware corporation (together
with its successors, "INTERIM SERVICES"), as initial servicer (in such
capacity, the "SERVICER"),
(3) BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware
corporation (together with its successors, "BLUE RIDGE"), FALCON ASSET
SECURITIZATION CORPORATION, a Delaware corporation (together with its
successors, "FALCON" and, together with Blue Ridge, the "CONDUITS"),
WACHOVIA BANK, N.A., a national banking association, in its capacity as
a Liquidity Bank to Blue Ridge (together with its successors,
"WACHOVIA"), and BANK ONE, NA, a national banking association having
its main office in Chicago, Illinois and formerly known as "The First
National Bank of Chicago," in its capacity as a Liquidity Bank to
Falcon (together with its successors, "BANK ONE"), as Lenders,
(4) WACHOVIA BANK, N.A., as administrative and liquidity agent
for Blue Ridge and its Liquidity Banks (in such capacity, the "BLUE
RIDGE AGENT"), and BANK ONE, NA [MAIN OFFICE CHICAGO], as
administrative and liquidity agent for Falcon and its Liquidity Banks
(in such capacity, the "FALCON AGENT" and, together with the Blue Ridge
Agent, the "CO-AGENTS"), and
(5) WACHOVIA BANK, N.A., as collateral agent for the Agents
and the Lenders (in such capacity, together with any successors thereto
in such capacity, the "COLLATERAL AGENT"),
with respect to that certain Credit and Security Agreement dated as of July 1,
1999 by and among the Borrower, the Servicer, the Lenders, the Co-Agents and the
Collateral Agent, as amended, the "AGREEMENT".
UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS USED IN THIS
AMENDMENT ARE USED WITH THE MEANINGS ATTRIBUTED THERETO IN THE AGREEMENT.
W I T N E S S E T H :
WHEREAS, Interim Services Receivables Corp., Interim Services,
Blue Ridge, Falcon, Wachovia, and Bank One entered into that certain
Credit and Security Agreement dated as of July 1, 1999;
WHEREAS, the parties hereto amended that certain Credit and
Security as of October 19, 1999 in Amendment No. 1;
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WHEREAS, the parties hereto desire to amend the Agreement in
certain respects as provided herein;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto hereby agree as follows:
1. AMENDMENTS. Subject to the terms and conditions hereinafter
set forth, the parties hereby agree to amend the Agreement as follows:
1.1. Schedule 6.1 (o) to the Agreement is hereby amended and
restated in its entirety to read as set forth in Schedule 6.1 (o) attached
hereto.
2. REPRESENTATIONS.
2.1. Each of the Loan Parties represents and warrants to the
Lenders and the Agents that it has duly authorized, executed and delivered this
Amendment and that the Agreement constitutes, a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms (except
as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability).
2.2. Each of the Loan Parties further represents and warrants
to the Lenders and the Agents that each of its representations and warranties
set forth in Section 6.1 of the Agreement is true and correct as of the date
hereof and that no Event of Default or Unmatured Default exists as of the date
hereof and is continuing.
3. CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date first above written upon receipt by the Collateral Agent of a
counterpart hereof duly executed by each of the parties hereto.
4. MISCELLANEOUS.
4.1. Except as expressly amended hereby, the Agreement shall
remain unaltered and in full force and effect, and each of the parties hereby
ratifies and confirms the Agreement and each of the other Transaction Documents
to which it is a party.
4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW.
4.3. EACH SELLER PARTY HEREBY ACKNOWLEDGES AND AGREES
THAT:
4.3.1 IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF
FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN
EITHER CASE SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT
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OF OR RELATING TO THE AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF AN ACTION OR PROCEEDING IN SUCH COURTS.
4.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THE AGREEMENT.
4.4. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same Agreement.
SIGNATURE PAGES FOLLOW
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
BORROWER:
INTERIM SERVICES RECEIVABLES CORP.
By: /s/ Shannon C. Allen
---------------------------------------
Name: Shannon C. Allen
Title: Vice President and Treasurer
SERVICER:
INTERIM SERVICES INC.
By: /s/ Shannon C. Allen
-------------------------------------
Name: Shannon C. Allen
Title: Vice President and Treasurer
AGENTS:
WACHOVIA BANK, N.A., as Collateral Agent and
Blue Ridge Agent
By: /s/ Kevin McConnell
--------------------------------------
Name: Kevin McConnell
Title: Senior Vice President
BANK ONE, NA [MAIN OFFICE CHICAGO], as
Falcon Agent
By: /s/ Julie C. Benda
--------------------------------------
Name: Julie C. Benda
Title: Vice President
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LENDERS:
BLUE RIDGE ASSET FUNDING CORPORATION
BY: WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT
By: /s/ Elizabeth R. Wagner
-------------------------------------
Name: Elizabeth R. Wagner
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Kevin McConnell
-------------------------------------
Name: Kevin McConnell
Title: Senior Vice President
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ Julie C. Benda
------------------------------------
Name: Julie C. Benda
Title: Authorized Signatory
BANK ONE, NA [MAIN OFFICE CHICAGO]
By: /s/ Julie C. Benda
-------------------------------------
Name: Julie C. Benda
Title: Vice President
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SCHEDULE 6.1(o)
LOCK-BOXES AND ASSOCIATED ACCOUNTS
LOCK-BOX ADDRESS ASSOCIATED LOCK-BOX ACCOUNT
INTERIM SERVICES INC., AS SERVICER
Account number 5228816 at Bank One, NA, 1 Bank One
Plaza, Chicago, Illinois 60670
Lockbox 905514
Banc One National Processing Corporation
806 Tyvola Rd. Suite 108
Attn: Lockbox 905514
Charlotte, NC. 28217
Lockbox 905463
Banc One National Processing Corporation
806 Tyvola Rd. Suite 108
Attn: Lockbox 905463
Charlotte, NC. 28217
Lockbox 70497
Bank One, NA
525 West Monroe St.
7th Floor Mailroom
Attn: Lockbox 70497
Chicago, IL. 60661
Lockbox 70526
Bank One, NA
525 West Monroe St.
7th Floor Mailroom
Attn: Lockbox 70497
Chicago, IL. 60661
Lockbox 730197
Banc One National Processing Corporation
1801 Royal Lane Suite 600
Attn: Lockbox 730197
Dallas, TX. 75229
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Lockbox 100365
Banc One National Processing Corporation
1111 Arroyo Parkway Plaza
First Floor
Attn: Lockbox # 100365
Pasadena, CA 91105
Lockbox 100171
Banc One National Processing Corporation 1111 Arroyo
Parkway Plaza
First Floor
Attn: Lockbox # 100171
Pasadena, CA 91105
Account Number 5560314 at Bank One, NA, 1 Bank One
Plaza, Chicago, Illinois 60670
Lockbox 905786
Banc One National Processing Corporation
806 Tyvola Rd. Suite 108
Attn: Lockbox 905786
Charlotte, NC. 28217
Lockbox 73764
Bank One, NA
525 West Monroe St.
7th Floor Mailroom
Attn: Lockbox 73764
Chicago, IL. 60661
Lockbox 730528
Banc One National Processing Corporation
1801 Royal Lane Suite 600
Attn: Lockbox 730476
Dallas, TX. 75229
Account number 5560322 at Bank One, NA, 1 Bank One
Plaza, Chicago, Illinois 60670
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Lockbox 73781
Bank One, NA
525 West Monroe St.
7th Floor Mailroom
Attn: Lockbox 73764
Chicago, IL. 60661
Lockbox 730476
Banc One National Processing Corporation
1801 Royal Lane, Suite 600
Attn: Lockbox 730476
Dallas, TX. 75229
Lockbox 13089
Banc One National Processing Corporation 3rd Floor
300 Harmon Meadow Blvd.
Attn: Lockbox 13089
Secaucus, NJ 07094
CREDIT CARD CLEARING ACCOUNT
Account number 3871238527 at NationsBank,
715 Peachtree Street, Atlanta, GA 30308-4899
NORRELL CORPORATION, AS SUB-SERVICER
P.O. Box 102178 Account Number 8800429279 at SunTrust
Atlanta, GA 30368 Bank, 25 Park Place, 25th Floor,
Atlanta, GA 30303.
Bank of America Account Number 7188001084 at Bank
P.O. Box 91683 of America, in Chicago, Illinois.
Collection Center Drive
Chicago, IL 60693
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