Amendment No. 2 to Credit and Security Agreement among Interim Services Receivables Corp., Interim Services Inc., Blue Ridge Asset Funding Corporation, Falcon Asset Securitization Corporation, Wachovia Bank, and Bank One

Summary

This amendment updates the Credit and Security Agreement originally dated July 1, 1999, between Interim Services Receivables Corp., Interim Services Inc., Blue Ridge Asset Funding Corporation, Falcon Asset Securitization Corporation, Wachovia Bank, and Bank One. The amendment revises Schedule 6.1(o) regarding lock-boxes and associated accounts. All parties confirm their ongoing obligations under the original agreement, and the amendment becomes effective once all parties have signed. The agreement is governed by New York law and includes provisions for legal jurisdiction and waiver of immunity.

EX-10.40 3 ex-10_40.txt EXHIBIT 10.40 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; 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 2 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 3 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 4 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 5 SCHEDULE 6.1(o) LOCK-BOXES AND ASSOCIATED ACCOUNTS LOCK-BOX ADDRESS ASSOCIATED LOCK-BOX ACCOUNT INTERIM SERVICES INC., AS SERVICER Account number ###-###-#### 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 6 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 ###-###-#### 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 ###-###-#### at Bank One, NA, 1 Bank One Plaza, Chicago, Illinois 60670 7 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 ###-###-#### at Bank P.O. Box 91683 of America, in Chicago, Illinois. Collection Center Drive Chicago, IL 60693 8