AMENDMENT NO. 2 TO THE
Dated as of January 10, 2006
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among MANPOWER INC., a Wisconsin corporation (the “
Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the “ Lenders ”) and CITIBANK, N.A., as agent (the “ Agent ”) for the Lenders.
(1) The Borrower, the Lenders and the Agent have entered into a Five Year Credit Agreement dated as of October 8, 2004,
and the letter amendment thereto dated as of March 14, 2005 (such Credit Agreement, as so amended, the “ Credit Agreement ”).
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Lenders have agreed to further amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 4, hereby amended as follows:
(a) The definitions of “ Applicable Margin ”, “ Applicable Percentage ”, “ Applicable Utilization Fee ” and “ Termination
Date ” in Section 1.01 are amended in full to read as follows:
“ Applicable Margin ” means (a) for Base Rate Advances, 0% per annum and (b) for Eurocurrency Rate Advances, as
of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth
“ Applicable Percentage ” means, as of any date a percentage per annum determined by reference to the Public Debt
Rating in effect on such date as set forth below:
“ Applicable Utilization Fee ” means, as of any calendar month following a calendar month (the “preceding month”) in
which the average aggregate principal amount of Advances outstanding during such preceding month exceeds 50% of the
aggregate Commitments during such preceding month, a pe