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AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this
"AMENDMENT") is entered into as of June 29, 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"), 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 previously amended, the "EXISTING AGREEMENT" which, as
amended hereby, is hereinafter referred to as the "AGREEMENT").
UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS USED IN THIS
AMENDMENT ARE USED WITH THE MEANINGS ATTRIBUTED THERETO IN THE EXISTING
AGREEMENT.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto hereby agree as follows:
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1. AMENDMENTS. Subject to the terms and conditions hereinafter
set forth, the parties hereby agree to amend the Existing Agreement as follows:
1.1. The definition of "Scheduled Termination Date" is hereby
amended and restated in its entirety to read as follows:
""SCHEDULED TERMINATION DATE" means July 31, 2000, unless
extended by unanimous agreement of Blue Ridge, Falcon and their respective
Co-Agents and Liquidity Banks."
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) a
counterpart hereof duly executed by each of the parties hereto and (b) each of
the documents listed on Annex I hereto.
4. MISCELLANEOUS.
4.1. Except as expressly amended hereby, the Existing
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 OF OR RELATING TO THE AGREEMENT, AND (ii)
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF
AN
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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 Amendment.
(SIGNATURE PAGES FOLLOW)
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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
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Name: Shannon C. Allen
Title: Vice President and Treasurer
AGENTS:
WACHOVIA BANK, N.A., as Collateral Agent and Blue Ridge Agent
By: /s/ Kevin T. McConnell
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Name: Kevin T. McConnell
Title: Senior Vice President
BANK ONE, NA [MAIN OFFICE CHICAGO], as Falcon Agent
By: /s/ Julie C. Benda
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Name: Julie C. Benda
Title: Vice President
S-1
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LENDERS:
BLUE RIDGE ASSET FUNDING CORPORATION
BY: WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT
By: /s/ Frances W. Josephic
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Name: Frances W. Josephic
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Kevin T. McConnell
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Name: Kevin T. McConnell
Title: Senior Vice President
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ Julie C. Benda
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Name: Julie C. Benda
Title: Authorized Signatory
BANK ONE, NA [MAIN OFFICE CHICAGO]
By: /s/ Julie C. Benda
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Name: Julie C. Benda
Title: Vice President
S-1
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ANNEX I
AMENDMENT NO. 3 CLOSING CHECKLIST
1. Amendment No. 3 to Credit and Security Agreement by and
among the Borrower, the Servicer, the Lenders and the Agents.
2. A secretary's certificate for each of the Borrower and the
Servicer attaching resolutions authorizing the execution and delivery of
Amendment No. 3.
Annex I-1
