FISCAL AND PAYING AGENCY AGREEMENT

Exhibit 4.1

 

EXECUTION COPY

 

 

FISCAL AND PAYING AGENCY AGREEMENT

 

Between

 

MANPOWER INC.

 

and

 

CITIBANK, N.A.

 

as Fiscal Agent, Principal Paying Agent,

 

Registrar and Transfer Agent

 

and

 

CITIBANK INTERNATIONAL, PLC

 

as Irish Paying Agent

 

Dated as of June 1, 2005

 

 

DEBT SECURITIES

 

TABLE OF CONTENTS

 

FISCAL AND PAYING AGENCY AGREEMENT dated as of June 1, 2005 (the “ Agreement ”) among MANPOWER INC., a corporation organized under the laws of the State of Wisconsin (the “ Issuer ”), CITIBANK, N.A., acting through its office at 5 Carmelite Street, London EC4Y 0PA, as fiscal and principal paying agent, (Citibank, N.A. or any successor or additional person acting as fiscal and principal paying agent appointed hereunder being called the “ Fiscal Agent ”), CITIBANK INTERNATIONAL, PLC acting through its office at 1 North Wall Quay, Dublin 1, Ireland, as additional paying agent (the “ Irish Paying Agent ”) and, together with the Fiscal Agent, the “ Paying Agents ”).

 

W I T N E S S E T H:

 

Section 1. General. The Issuer has authorized the creation and issue of €300,000,000 4.50% notes due June 1, 2012 (the “ Notes ”). The Notes will be senior to all of Issuer’s unsecured subordinated indebtedness, effectively junior to all of Issuer’s secured indebtedness to the extent of the value of the collateral, and effectively junior to all indebtedness and other obligations, including trade payables, of all of Issuer’s subsidiaries.

 

Section 2. Appointment of the Fiscal Agent, Registrar, Transfer Agent and Paying Agent. (a) The Issuer hereby appoints the Fiscal Agent to act, and the Fiscal Agent hereby accepts such appointment, on the terms and conditions specified herein and in the Notes, as fiscal and principal paying agent for the Notes and the Irish Paying Agent as an additional paying agent for the Notes. The Issuer shall maintain an office or agency in the City of London where Notes may be presented for registration (the “ Registrar ”) and an office or agency in the City of London where Notes may be presented for transfer or exchange (the “ Transfer Agent ”) or for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional transfer and paying agents. The terms “Paying Agents” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrars. The Issuer initially appoints Citibank, N.A., in the City of London, who accepts such appointment, as Registrar and Transfer Agent. In addition, the Issuer undertakes that it will ensure, to the extent practicable, that it maintains a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC (the “ Directive ”) regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, the Directive. The Fiscal Agent, the Irish Paying Agent, the Transfer Agent and the Registrar will be referred to collectively as “ Agents ”.

 

(b) So long as the Notes are listed on the Official List of, or admitted to trading on, the Irish Stock Exchange and the rules thereof so require, a paying agent and listing agent will be maintained in Ireland at all times.

(c) The Issuer shall enter into an appropriate agency agreement with any registrar, transfer agent or paying agent not a party to this Agreement, which shall implement the provisions of this Agreement that relate to such agent. The Issuer shall notify the Fiscal Agent of the name and address of any such agent. If the Issuer fails to maintain a Registrar, Transfer Agent or Paying Agent, the Fiscal Agent shall be entitled, but not obliged, to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 16.

 

(d) Except as specifically provided in this Agreement, any Registrar, Transfer Agent or Paying Agent will act solely as agents of the Issuer and will not assume any obligation or relationship of agency or trust to or with the holders of the Notes (“ Noteholders ”).

 

(e) The obligations of the Agents under this Agreement shall be several and not joint.

 

Section 3. Amount; Additional Notes; Execution. (a) The aggregate principal amount of Notes which may be initially issued hereunder is € 300,000,000. Additional Notes may be issued from time to time under this Agreement, and if issued, they may form the same series and will be governed by the same Agreement as the Notes offered hereby.

 

(b) Each of the Rule 144A Global Note, Regulation S Global Note (each as defined in Section 5 below) and any certificated security (the “ Definitive Notes ”) shall be executed by or on behalf of the Issuer by the manual or facsimile signature of an Authorized Representative (as defined in Section 4 hereof) of the Issuer and authenticated manually by or on behalf of the Fiscal Agent.

 

Section 4. Authorized Representatives. From time to time the Issuer will furnish the Fiscal Agent with a certificate of the Issuer certifying the incumbency and specimen signatures of officers authorized to execute Notes on behalf of the Issuer (each an “ Authorized Representative ”). Until the Fiscal Agent receives a subsequent incumbency certificate of the Issuer, the Fiscal Agent shall be entitled to rely on the last such certificate delivered to it for purposes of determining the Authorized Representatives. The Fiscal Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signatures filed with the Fiscal Agent by a duly authorized officer of the Issuer. Any Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall bind the Issuer after the authentication and registration thereof by the Fiscal Agent, notwithstanding that such person shall have ceased to hold office on the date such Note is authenticated and delivered by the Fiscal Agent.

 

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Section 5. Form of the Notes. With regard to the issuance of Notes:

 

(a) The Notes will be offered and sold by the Issuer pursuant to a Subscription Agreement. The Notes will be resold initially only to (i) qualified institutional buyers (“ QIB ”) as defined in Rule 144A and in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the “ Securities Act ”) and (ii) persons other than U.S. persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S. Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one permanent global note in definitive, fully registered form substantially in the form of Exhibit A attached hereto (collectively, the “ Rule 144A Global Note ”); Notes initially resold pursuant to Regulation S shall be issued initially in the form of one permanent global note in fully registered form substantially in the form of Exhibit B attached hereto (collectively, the “ Regulation S Global Note ”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legends, which shall be deposited with Citibank, N.A., London office, as common depositary (the “ Depositary ”) for Euroclear Bank S.A./N.V.(“ Euroclear ”) and Clearstream Banking, société anonyme , Luxembourg (“ Clearstream ”) and registered in the nominee name for such Depositary, and shall be duly executed by the Issuer and authenticated by the Fiscal Agent as provided in this Agreement. The terms of the Notes set forth in Exhibit A and B and the provisions for the meetings of the Noteholders set forth in Exhibit D are hereby expressly incorporated in and made part of the terms of this Agreement.

 

(b) Beneficial interests in a Regulation S Global Note may be exchanged for interests in the Rule 144A Global Note if (1) such exchange occurs in connection with a transfer of securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S Global Note first delivers to the Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that the beneficial interests in the Regulation S Global Note are being transferred to a person (x) who the transferor reasonably believes to be a QIB, (y) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (z) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Prior to and including the date which is 40 days after the later of (i) the day on which the notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, and (ii) the date of the closing of the offering (the “ Restricted Period ”), beneficial interests in the Regulation S Global Note may not be transferred to a U.S. person or for the account or benefit of a U.S. person, unless such resale or transfer is made pursuant to Rule 144A under the Securities Act.

 

(c) Beneficial interests in the Rule 144A Global Note may be transferred to a person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that such transfer is being made in accordance with Regulation S or pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable)

 

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under the Securities Act and that, if such transfer is being made prior to the expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.

 

(d) The Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein as the “ Global Notes ”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided.

 

Section 6. Book-Entry Provisions. This Section shall apply only to a Global Note deposited with or on behalf of, and registered in the name of a nominee of, the Depositary.

 

(a) The Issuer shall execute and the Fiscal Agent shall, in accordance with this Section, authenticate and deliver initially one Rule 144A Global Note and one Regulation S Global Note, in each case which (a) shall be registered in the nominee name of the Depositary for such Global Note and (b) shall be delivered by the Fiscal Agent to such Depositary or pursuant to such Depositary’s instructions or held by a security custodian appointed by the Depositary.

 

(b) Members of, or participants in, Euroclear and/or Clearstream (“ Agent Members ”) shall have no rights under this Agreement with respect to any Global Notes held on behalf of Euroclear and Clearstream (the “ Clearing Systems ”) by the Depositary or by its custodian or under such Global Note, and the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent shall be entitled to treat the Depositary or its nominee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Clearing Systems and their Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

 

Section 7. Transfer and Exchange. (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:

 

(x) to register the transfer of such Definitive Notes; or

 

(y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

 

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided , however , that the Definitive Notes surrendered for transfer or exchange:

 

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Noteholder thereof or its attorney duly authorized in writing; and

 

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(ii) if such Definitive Notes are required to bear a restricted securities legend, are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 7(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

 

(A) if such Definitive Notes are being delivered to the Registrar by a Noteholder for registration in the name of such Noteholder, without transfer, a certification from such Noteholder to that effect; or

 

(B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect; or

 

(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A or Regulation S under the Securities Act or (y) in reliance upon another exemption from the requirements of the Securities Act, (i) a certification to that effect and (ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the requirements of the Securities Act.

 

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in the Rule 144A Global Note or the Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Registrar of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Registrar, together with:

 

(i) certification (in the form of Exhibit C) that such Definitive Note is being transferred (A) to a QIB in accordance with Rule 144A or (B) outside the United States in an offshore transaction within the meaning of Regulation S after the expiration of the Restricted Period by a person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note and otherwise in compliance with Rule 904 under the Securities Act; and

 

(ii) written instructions directing the Registrar to make, or to direct the securities custodian to make, an adjustment on its books and records with respect to the Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or the Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the securities represented by the Rule 144A Global Note or the Regulation S Global Note, as applicable, such instructions to contain information regarding the Clearing System account to be credited with such increase,

 

then the Registrar shall cancel such Definitive Note and cause, or direct the Depositary to cause, in accordance with the standing instructions and procedures existing between the

 

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Clearing Systems and the Depositary, the aggregate principal amount of securities represented by the Rule 144A Global Note or the Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Rule 144A Global Note or the Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Note or Regulation S Global Note, as applicable, is then outstanding, the Issuer shall issue and the Fiscal Agent shall authenticate, upon written order of the Issuer in the form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount. The Registrar shall record the exchange or transfer of a Definitive Note for an interest in a Global Note in accordance with this Section 7(b) in the register maintained by it.

 

(c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Agreement (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order, given in accordance with the Depositary’s procedures, containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the person specified in such instructions a beneficial interest in the Global Note and to debit the account of the person making the transfer the beneficial interest in the Global Note being transferred.

 

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

 

(iii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 8), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

 

(iv) In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 8 of this Agreement, such securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 7 (including the certification requirements intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

 

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Section 8. Definitive Notes. (a) A Global Note deposited with the Depositary or with a securities custodian for the Depositary pursuant to Section 6(a) shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 7 hereof and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary is not appointed by the Issuer within three months of such notice; (ii) the Issuer, Euroclear or Clearstream so request following an Event of Default under the Notes (in which case such securities may be exchanged in whole but not in part); (iii) the owner of a book-entry interest requests such exchange in writing delivered through Euroclear and/or Clearstream or the Issuer following an Event of Default under the Notes; or (iv) the Issuer would suffer a material disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two duly authorized officers of the Issuer is given to the Fiscal Agent. In the case of (iv) above, the Issuer may give notice to the Fiscal Agent and the Noteholders of its intention to exchange the Global Notes for Definitive Notes.

 

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 8 shall be surrendered by the Depositary to the Registrar located at its principal corporate trust office, to be so transferred, in whole or from time to time in part, without charge, and the Registrar shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 8 shall be executed, authenticated and delivered only in minimum denominations of €50,000 and integral multiples of €1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a restricted security shall bear the applicable restricted securities legend.

 

(c) In the event of the occurrence of one of the events specified in Section 8(a) hereof, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.

 

(d) If Definitive Notes are issued and a holder thereof claims that such Definitive Note has been lost, destroyed or wrongfully taken, or if such Definitive Note is mutilated and is surrendered to the Registrar or at the office of a Transfer Agent, the Issuer will issue and the Fiscal Agent will authenticate a replacement Definitive Note if the Fiscal Agent’s and Issuer’s requirements are met. The Issuer or the Fiscal Agent may require a Noteholder requesting replacement of a Definitive Note to furnish an indemnity bond sufficient in the judgment of both to protect the Issuer, the Fiscal Agent or the Paying Agent appointed pursuant to this Agreement from any loss which any of them may suffer if a Definitive Note is replaced. The Issuer may charge for any expenses incurred in replacing a Definitive Note.

 

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(e) In case any such mutilated, destroyed, lost or stolen Definitive Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuer pursuant to the provisions of this Agreement, the Issuer, in its discretion, may, instead of issuing a new Definitive Note, pay, redeem or purchase such Definitive Note, as the case may be.

 

(f) To the extent permitted by law, the Issuer and the Agents shall be entitled to treat the registered holder as the absolute owner thereof.

 

Section 9. Reliance on Instructions. No Agent shall incur any liability to the Issuer in acting hereunder pursuant to instructions which such Agent believed in good faith to have been given by an Authorized Representative.

 

Section 10. Issuer’s Representations and Warranties. Each Agent is entitled to assume that the issuance and delivery of the Notes by the Issuer have been duly and validly authorized by the Issuer and that the Notes, when completed, authenticated and delivered pursuant hereto, will constitute the legal, valid and binding obligations of the Issuer.

 

Section 11. Payment of Note Principal and Interest; Interest Payment Dates; Record Dates. (a) Payment. The Issuer will, on each date on which any payment in respect of the Notes becomes due, transfer to the Fiscal Agent by 11:00 a.m. (local time in the city of the Fiscal Agent’s specified office) such amount as may be required for the purposes of such payment. The Issuer will deliver to the Fiscal Agent by 10:00 a.m. (local time in the city of the Fiscal Agent’s specified office) on the second business day in the city of the Fiscal Agent’s specified office before the due date for any such payment a copy of irrevocable instructions issued by it for such payment to be made to the Fiscal Agent. In this clause, the date on which a payment in respect of the Notes becomes due means the first date on which the holder of a Note could claim the relevant payment by transfer to an account under the Notes, but disregarding the necessity for it to be a business day in any particular place of presentation. The Fiscal Agent will, in turn, make such payments to the Depositary or its nominee as common depositary for Euroclear and Clearstream, which will distribute such payments to participants by wire transfer of immediately available funds to the account specified by the holder or holders thereof and in accordance with their respective customary procedures.

 

(b) Method of Payment. Noteholders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in Euros or such other lawful currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by Euroclear or Clearstream. The Issuer will make all

 

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payments in respect of a Definitive Note (including principal, premium and interest) by mailing a check to the registered address of each Noteholder thereof; provided , however , that payments on a Definitive Note will be made by wire transfer if such Noteholder elects payment by wire transfer by giving written notice to the Fiscal Agent or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Fiscal Agent may accept in its discretion).

 

(c) Notification of Non-payment. The Fiscal Agent will forthwith notify by telex each other Paying Agent and the Issuer if the Fiscal Agent has not by the due date for any payment due in respect of the Notes received the full amount so payable on such date.

 

(d) Payment by Paying Agents. Each Paying Agent will, subject to and in accordance with the Notes, pay or cause to be paid on behalf of the Issuer on and after each due date therefor the amounts due in respect of the Notes and, in the case of each Paying Agent other than the Fiscal Agent, will be entitled to claim any amounts so paid from the Fiscal Agent. If any payment provided for in sub-Clause (a) is made late but otherwise in accordance with this Agreement, the Paying Agents may nevertheless make payments in respect of the Notes. However, unless and until the full amount of any such payment has been made to the Fiscal Agent, the Paying Agents will not be bound to make such payments.

 

(e) Reimbursement of Paying Agents. The Fiscal Agent will on demand promptly reimburse each other Paying Agent for payments in respect of the Notes properly made by it in accordance with the Notes and this Agreement.

 

(f) Late Payment. If the Fiscal Agent has not by the due date for any payment in respect of the Notes received the full amount payable on such date but receives it later, it will forthwith give notice to each other Paying Agent and Noteholders that it has received such full amount.

 

(g) Moneys Held by the Fiscal Agent. The Fiscal Agent may deal with moneys paid to it under this Agreement in the same manner as other moneys paid to it as a banker by its customers except that (i) it may not exercise any lien, right of set-off or similar claim in respect of them and (ii) it shall not be liable to anyone for interest on any sums held by it under this Agreement. Any moneys paid by the Issuer to the Fiscal Agent for payment of principal or interest which remain unclaimed for two years after such moneys have become due and payable will be repaid to the Issuer upon its written request and the holder may thereafter look only to the Issuer for payment thereof. Moneys held by the Fiscal Agent need not be segregated except as required by law.

 

(h) Partial Payments. If on presentation of a Note only part of the amount payable in respect of it is paid (except as a result of deduction of tax as permitted by the terms and conditions of the Notes) the Paying Agent to whom the Note is presented shall ensure that such Note shall have attached to it a memorandum of the amount paid and the date of payment.

 

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Section 12. Duties of the Fiscal Agent. In accordance with the terms and conditions of the Notes and this Agreement or if otherwise requested by the Issuer, the Fiscal Agent will:

 

(a) receive requests to effect exchanges of the Global Notes to Definitive Notes;

 

(b) maintain a record of the 144A Global Note, the Regulation S Global Note and the certificate number or numbers of all Definitive Notes delivered hereunder;

 

(c) carry out such other acts as may be necessary to give effect to the terms and conditions of the Notes with respect to payment, transfer, cancellation and replacement, including (i) retaining Forms W-9, W-8BEN, W-8ECI, W-8IMY or other appropriate tax certification provided by or on behalf of the Noteholders necessary to exempt such Noteholders from withholding tax under the Internal Revenue Code of 1986, as amended, (ii) preparing and mailing to Noteholders and (iii) filing with the U.S. Internal Revenue Service any applicable forms or reports with respect to any payment made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit any withholding tax required to be withheld from any payments to Noteholders who have not supplied the required certification specified in clause (i) above.

 

(d) if any Note is mutilated or defaced or is apparently destroyed, lost or stolen, replace such Note at a specified office of any Paying Agent, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection therewith and on such terms and with such indemnity as the Issuer and the Fiscal Agent may require (mutilated or defaced Notes must be surrendered before replacements will be issued); and

 

(e) upon and in accordance with the instructions of the Issuer received at least ten days before the proposed publication date, arrange for the publication of any notice which is to be given to the Noteholders and supply a copy thereof to each other Paying Agent, Euroclear, Clearstream and, so long as the Notes are listed thereon, the Irish Stock Exchange.

 

Section 13. Liability. Neither the Agents nor their officers or employees shall be liable for any act or omission hereunder except in the case of gross negligence or wilful misconduct. The duties and obligations of the Agents and their officers and employees shall be determined by the express provisions of this Agreement and they shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement against them. The Agents may consult with counsel and shall be fully protected in any action reasonably taken in good faith in accordance with the advice of counsel. Neither the Agents nor their officers or employees shall be required to ascertain whether any issuance or sale of Notes (or any amendment or termination of this Agreement) have been duly authorized or are in compliance with any other agreement to which the Issuer is a party (whether or not the Agents are also a party to such other agreement).

 

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Section 14. Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Agent and each of its respective directors, officers, employees and agents from and against any and all liabilities (including liability for penalties), losses, claims, damages, actions, suits, judgments, demands, costs and expenses (including legal fees and expenses) relating to or arising out of or in connection with its or their respective performance under this Agreement, except to the extent that they are caused by the gross negligence or wilful misconduct of each such Agent or the directors, officers, employees and agents of each such Agent. The foregoing indemnity includes, but is not limited to, any action taken or omitted in good faith within the scope of this Agreement upon telephone, telecopier or other electronically transmitted instructions, if authorized herein, received from or believed by the Agents in good faith to have been given by, an Authorized Representative. This indemnity shall survive the resignation or removal of any Agent and the satisfaction or termination of this Agreement.

 

Section 15. Indemnification by the Agents. Each Agent agrees severally to indemnify and hold harmless the Issuer, its directors, officers, employees and agents from and against any and all liabilities (including liability for penalties), losses, claims, damages, actions, suits, judgments, demands, costs and expenses (including legal fees and expenses) relating to or arising out of or in connection with its performance, in any capacity, under this Agreement, except to the extent that they are caused by the gross negligence or wilful misconduct of the Issuer. Each Agent shall have no liability whatsoever for any consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever. This indemnity shall survive the resignation or removal of any Agent and the satisfaction or termination of this Agreement.

 

Section 16. Compensation of the Agents. The Issuer agrees to pay the compensation of each Agent at such rates as shall be agreed upon from time to time and to reimburse each Agent for out-of-pocket expenses (including costs of preparation of the Notes and legal fees and expenses), disbursements and advances incurred or made in accordance with any provisions of this Agreement. The obligations of the Issuer to each Agent pursuant to this Section shall survive the resignation or removal of any Agent and the satisfaction or termination of this Agreement.

 

Section 17. Meetings of the Noteholders. Attached hereto as Exhibit D are the provisions for meetings of the Noteholders. A Paying Agent shall, at the request of any Noteholder, issue Voting Certificates and Block Voting Instructions as defined in and in a form and manner which comply with the provisions of Exhibit D (Provisions for Meetings of the Noteholders) (except that it shall not be required to issue the same less than 48 hours before the time fixed for any Meeting provided for therein). Such Paying Agent shall keep a full record of Voting Certificates and Block Voting Instructions issued by it and shall give to the Issuer, not less than 24 hours before the time appointed for any Meeting, full particulars of all Voting Certificates and Block Voting Instructions issued by it in respect of such Meeting. The terms used in this Section 17 but not otherwise defined shall have the meaning given to them in Exhibit D to this Agreement.

 

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Section 18. Notices. (a) All communications by or on behalf of the Issuer relating to the issuance, transfer, exchange or payment of Notes or interest thereon shall be directed to the Fiscal Agent at its address set forth in sub-Section (b)(ii) hereof (or such other address as the Fiscal Agent shall specify in writing to the Issuer).

 

(b) Notices and other communications hereunder shall (except to the extent otherwise expressly provided) be in writing and shall be addressed as follows, or to such other addresses as the parties hereto shall specify from time to time:

 

(i)

if to the Issuer:

Manpower Inc.

5301 North Ironwood Road

Milwaukee, WI 53201-2053

Attention: Corporate Secretary

Fax no.: (414) 961-7081

 

(ii)

if to the Fiscal Agent:

Citibank, N.A.

London Office

5 Carmelite Street

London EC4Y 0PA

Attention: Agency and Trust

Telex no.: 940500 CITIUK G

Fax no.: ++ 44-20-7508-3878

 

(iii)

if to the Irish Paying Agent:

Citibank International, plc

1 North Wall Quay

Dublin 1, Ireland

Attention: Global Securities Services

Fax no: ++ 353-01-6022-2222

 

Section 19. Resignation or Removal of the Agents. The Agents may at any time resign from their respective roles by giving written notice to the Issuer of such intention on their part, specifying the date on which its desired resignation shall become effective; provided , however , that such date shall be not less than 30 days after the giving of such notice by the Agents to the Issuer. The Agents may be removed at any time by the filing with them of an instrument in writing signed by a duly authorized officer of the Issuer and specifying such removal and the date upon which it is intended to become effective. Such registration or removal shall take effect on the date of the appointment by the Issuer of a successor Agent and the acceptance of such appointment by such successor Agents. In the event of resignation by any of the Agents, if a successor Agent has not been appointed by the Issuer within three months after the giving of notice by any such Agent of its intention to resign, the Agent may itself appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment, Agent shall give notice of such appointment to the Issuer, the remaining Agents and the Noteholders, whereupon the Issuer, the remaining Agents and the

 

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replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

 

Section 20. Benefit of Agreement. This Agreement is solely for the benefit of the parties hereto, their successors, assigns and any additional agents appointed in accordance with Section 19 above and the holders from time to time of the Notes and no other person shall acquire or have any right under or by virtue hereof.

 

Section 21. Notes Held by a Paying Agent. Each Paying Agent, in its individual or other capacity, may become the owner or pledgee of the Notes with the same rights it would have if it were not acting as fiscal and/or paying agent hereunder.

 

Section 22. Change of Control. (a) Change of Control Triggering Event. If the Issuer experiences both a Change of Control and a Rating Decline (each as defined below and together, a “ Change of Control Triggering Event ”), each Noteholder will have the right to require the Issuer to repurchase all or any part of such Noteholder’s Notes at a purchase price in cash equal to the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase (subject to the right of Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date); provided , however , that the Issuer shall not be obliged to repurchase Notes in the event and to the extent that it has unconditionally exercised its right to redeem all of the Notes or all conditions to such redemption have been satisfied or waived.

 

(b) Change of Control Procedures. Unless the Issuer has unconditionally exercised its right to redeem all the Notes or all conditions to such redemption have been satisfied or waived, no later than the date that is 30 days after any Change of Control Triggering Event, the Issuer will mail a notice (the “ Change of Control Offer ”) to each Noteholder, with a copy to the Fiscal Agent:

 

(i) stating that a Change of Control Triggering Event has occurred and that such Noteholder has the right to require the Issuer to purchase such Noteholder’s Notes at a purchase price in cash equal to the aggregate principal amount of such Notes plus accrued and unpaid interest to the date of purchase (subject to the right of the Noteholders of record on a record date to receive interest on the relevant interest payment date) (the “ Change of Control Payment ”);

 

(ii) stating the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “ Change of Control Payment Date ”);

 

(iii) describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control Triggering Event;

 

(iv) describing the procedures determined by the Issuer, consistent with this Agreement, that a Noteholder must follow in order to have its Notes repurchased; and

 

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(v) if such notice is mailed prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event.

 

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

 

(i) accept for payment all Notes or portions of notes properly tendered pursuant to the Change of Control Offer;

 

(ii) deposit with the principal Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;

 

(iii) deliver or cause to be delivered to the Fiscal Agent the Notes properly accepted and an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer in the Change of Control Offer;

 

(iv) deliver, or cause to be delivered, to the principal Paying Agent the Global Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered to and purchased by the Issuer; and

 

(v) deliver, or cause to be delivered, to the Registrar for cancelation all Definitive Notes accepted for purchase by the Issuer.

 

(c) Definitive Notes. If any Definitive Notes have been issued, the principal Paying Agent will promptly mail to each Noteholder of Definitive Notes properly tendered the Change of Control Payment for such notes, and the Fiscal Agent will promptly authenticate and the Registrar will mail (or cause to be transferred by book entry) to each Noteholder of the Definitive Notes a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount that is at least €50,000 and an integral multiple of €1,000 in excess thereof.

 

(d) Notice to the Irish Stock Exchange. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Issuer will give notice with respect to the results of the Change of Control Offer to the Companies Announcement Office in Dublin.

 

(e) Applicability . The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Agreement are applicable.

 

(f) Compliance with the Exchange Act. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the United States Securities Exchange Act of 1934 and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of

 

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Control provisions of this Agreement, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Agreement by virtue of such compliance.

 

(g) Change of Control Definitions. For the purposes of this section, the defined terms not otherwise defined in any other section of this Agreement have the following meaning:

 

(i) “ Change of Control ” refers to (A) the acquisition by any person, or persons acting in concert or any person or persons acting on behalf of any such person(s), at any time, directly or indirectly, of more than 50 percent of the Issuer’s outstanding common stock, (B) the approval by the Issuer’s shareholders who hold more than 50 percent of the Issuer’s outstanding common stock of a merger or consolidation with any other entity or (C) the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all of the property or assets of the Issuer and its subsidiaries taken as a whole to a person or group of persons.

 

(ii) “ Rating Agencies ” means Moody’s and S&P or, in the event Moody’s or S&P no longer assigns a rating to the Notes, any other Nationally Recognized Statistical Rating Organization that assigns a rating to the Notes in lieu of the ratings by Moody’s or S&P.

 

(iii) “ Rating Date ” means the date which is 90 days prior to the earlier of:

 

(A) a Change of Control, and

 

(B) public notice of the occurrence of a Change of Control or of the intention of the Issuer to effect a Change of Control.

 

(iv) “ Rating Decline ” means the occurrence of the following on, or within 60 days after, the earlier of the date of public notice of the occurrence of a Change of Control or of the intention of the Issuer to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies):

 

(A) in the event the Notes are assigned an Investment Grade Rating by both Rating Agencies on the Rating Date, the rating of the Notes by one of the Rating Agencies shall be below an Investment Grade Rating; or

 

(B) in the event the Notes are rated below an Investment Grade Rating by at least one of the Rating Agencies on the Rating Date, the rating of the Notes by at least one of the Rating Agencies shall be decreased by one or more gradations (including gradations within rating categories as well as between rating categories).

 

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(v) “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB – (or the equivalent) by S&P.

 

(vi) “ Moody’s ” means Moody’s Investors Service, Inc., or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

 

(vii) “ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.

 

(viii) “ S&P ” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

 

Section 23. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, and each such counterpart, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 24. Governing Law. This Agreement is to be delivered and performed in, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York.

 

Section 25. Submission to New York Jurisdiction. The Agents and the Issuer hereby irrevocably submit to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. The Agents and the Issuer irrevocably waive, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. As long as any of the Notes remain outstanding, the Issuer and the Agents will at all times have an authorized agent in New York City, upon whom process may be served in any suit, action or proceeding arising out of or relating to this Agreement or any Notes. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding. The Issuer hereby appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its agent for such purpose, and covenants and agrees that (i) service of process in any such suit, action or proceeding may be made upon it at the specified office of such agent (or such other address or at the office of any other authorized agent which the Issuer may designate by written notice to the Agents) and (ii) prior to any termination of such agency for any reason, it will so appoint a successor thereto as agent hereunder. The Agents hereby appoint Citibank N.A., New York Branch, Agency & Trust, 14th Floor, 388 Greenwich Street, New York, New York 10013 as its agent for such purpose, and covenant and agree that

 

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(i) service of process in any such suit, action or proceeding may be made upon it at the specified office of such agent (or such other address or at the office of any other authorized agent which the Agents may designate by written notice to the Issuer) and (ii) prior to any termination of such agency for any reason, it will so appoint a successor thereto as agent hereunder.

 

Section 26. Modification of Agreement and Notes. This Agreement or the terms and conditions of the Notes may be amended by the Issuer and the Fiscal Agent, without the consent of the Noteholders, for the purposes of curing any ambiguity, or of curing, correcting or supplementing any defective provisions contained therein or for any other purpose which the Issuer and the Fiscal Agent may deem necessary or desirable and which will not be inconsistent with the Notes and which will not adversely affect the interests of the Noteholders, in the sole opinion of the Issuer.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their officers thereunto duly authorized, all as of the day and year first above written.

 

 

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EXHIBIT A

 

FORM OF 144A GLOBAL NOTE

Rule 144A Global Note

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.

 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE FISCAL AND PAYING AGENCY AGREEMENT REFERRED TO ON THE REVERSE HEREOF.

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

 

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS 40 DAYS IN THE CASE OF NOTES SOLD IN RELIANCE ON REGULATION S OR TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) IN THE CASE OF NOTES SOLD IN RELIANCE ON RULE 144A AFTER THE LATER OF THE ORIGINAL ISSUE DATE

HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), 34 OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE FISCAL AGENT, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE FISCAL AGENT, THE REGISTRAR AND THE TRANSFER AGENT IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.”

 

THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE SOLD, TRANSFERRED OR DELIVERED TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED, DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS (“DUTCH RESIDENTS”) OTHER THAN TO PROFESSIONAL MARKET PARTIES (“PMPs”) WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992 THAT ACQUIRE SUCH NOTES (OR ANY INTEREST HEREIN) FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR PROFESSION.

 

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EACH DUTCH RESIDENT, BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.

 

EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING SUCH NOTE (OR ANY SUCH INTEREST), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO DUTCH RESIDENTS OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HERE TO ANY SUBSEQUENT TRANSFEREE.

 

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.] ¹

 

1	To be added to Definitive Notes only.

 

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MANPOWER INC.

 

144A GLOBAL NOTE

 

4.50% NOTES DUE JUNE 1, 2012

 

Common Code No. 022109782

ISIN No. XS0221097826

€[ · ]

 

No. [ · ]

 

MANPOWER INC., a Corporation organized under the laws of the State of Wisconsin (the “Issuer”), for value received, hereby promises to pay to Citivic Nominees Limited, or its registered assigns, the principal sum of €[ · ] or such other amount as shall be set forth in the Schedule of Increases or Decreases in Global Notes attached hereto on June 1, 2012.

 

 

Additional provisions of this Note are set forth on the other side of this Note.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

 

Dated: June 1, 2005

 

 

Attest:

Secretary

 

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CERTIFICATE OF AUTHENTICATION

 

This is the Rule 144A Global Note described in the within-mentioned Fiscal and Paying Agency Agreement.

 

 

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TERMS AND CONDITIONS OF THE NOTES

 

Section 1. General. (a) This Note is one of a duly authorized issue of debt securities of the Issuer, designated as its 4.50% Notes due June 1, 2012, limited to the aggregate principal amount of € 300,000,000] (except as otherwise provided below) and issued or to be issued pursuant to a Fiscal and Paying Agency Agreement (the “ Fiscal and Paying Agency Agreement ”) dated as of June 1, 2005 between the Issuer and Citibank, N.A., London office, as fiscal and principal paying agent, (the “ Fiscal Agent ”, which term shall include its successors and assigns as such Fiscal Agent), which also acts as registrar and transfer agent, and Citibank International, plc as additional paying agent (the “ Irish Paying Agent ” and together with the Fiscal Agent the “ Paying Agents ”). The holders of the Notes (the “ Noteholders ”) will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Fiscal and Paying Agency Agreement. A copy of the Fiscal and Paying Agency Agreement is on file and may be inspected at the offices of the paying agents referred to below. Unless otherwise stated, terms used but not defined herein shall have the meaning assigned to them in the Fiscal and Paying Agency Agreement.

 

(b) The Notes are direct unsecured obligations of the Issuer and rank paripassu with all other unsecured and unsubordinated indebtedness of the Issuer.

 

(c) THE NOTES ARE NOT DEPOSITS INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

 

Section 2. Denominations; Transfer; Exchange. (a) The Notes are in registered form without interest coupons in minimum denominations of €50,000 principal amount and integral multiples of €1,000 in excess thereof. A Noteholder may transfer or exchange the Notes in accordance with the Fiscal and Paying Agency Agreement. In connection with any such transfer or exchange, the Fiscal and Paying Agency Agreement will require the transferring or exchanging Noteholder to, among other things, furnish appropriate endorsements and transfer documents, furnish information regarding the account of the transferee at Euroclear or Clearstream, where appropriate, furnish certain certificates and opinions, and pay any taxes, duties and governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made without charge to the Noteholder, other than any taxes, duties and governmental charges payable in connection with such transfer.

 

(b) Notwithstanding the foregoing, the Issuer is not required to register the transfer or exchange of any Notes: (1) for a period of 15 calendar days prior to any date fixed for the redemption of the Notes; (2) for a period of 15 calendar days prior to the record date with respect to any interest payment date; or (3) which the Noteholder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Triggering Event.

 

Section 3. Persons Deemed Owners. The registered Noteholder of this Note will be treated as the owner of it for all purposes.

Section 4. Method of Payment. Noteholders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in Euros or such other lawful currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by Euroclear or Clearstream. The Issuer will make all payments in respect of a Definitive Note (including principal, premium and interest) by mailing a check to the registered address of each Noteholder thereof; provided , however , that payments on a Definitive Note will be made by wire transfer if such Noteholder elects payment by wire transfer by giving written notice to the Fiscal Agent or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Fiscal Agent may accept in its discretion).

 

Section 5. Paying Agent, Transfer Agent and Registrar. (a) Initially, Citibank, N.A., London office, will act as principal Paying Agent, Transfer Agent and Registrar. The Issuer may appoint and change any Paying Agent, Transfer Agent or Registrar without notice. The Issuer or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Notes) or Registrar.

 

(b) So long as the Notes are listed on the Official List of, or admitted to trading on, the Irish Stock Exchange and the rules thereof so require, the Issuer shall maintain, at all times that payments are required to be made in respect of the Notes, a paying agent in Dublin, Ireland. Initially, Citibank International, plc will act as Irish Paying Agent.

 

Section 6. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Fiscal Agent or Paying Agents shall pay the money back to the Issuer at its written request unless an applicable abandoned property law designates another person. After any such payment, Noteholders entitled to the money must look to the Issuer for payment as general creditors and the Fiscal Agent and the Paying Agents shall have no further liability with respect to such moneys.

 

Section 7. Interest. The Notes will bear interest from June 1, 2005 (the “ Issue Date ”) until maturity, unless previously redeemed. Interest on the Notes will be payable annually in arrears on June 1 each year, commencing June 1, 2006. Whenever it is necessary to compute any amount of interest in respect of the Notes for a period of less than a full year, such interest shall be calculated on the basis of the actual number of days elapsed divided by 365 (or, if any of those days elapsed fall in a leap year, the sum of (i) the number of those days falling in a leap year divided by 366 and (ii) the number of those days falling in a non-leap year divided by 365).

 

Section 8. Additional Amounts. (a) All payments of principal and interest on the Notes will be made without deduction or withholding for or on account of any present or future tax, assessment or other governmental charge, of whatever nature,

 

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imposed or levied by or within the United States or by or within any political subdivision or taxing authority thereof or therein, except as required by law. The Issuer will, subject to the exceptions and limitations set forth below, pay as additional interest (“ Additional Amounts ”) to the Noteholder of any Note who is a United States Alien (as defined below) such amounts as may be necessary so that every net payment by the Issuer or any of its Paying Agents on such Note, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Noteholder or as a result of such payment by or within the United States (as defined below) (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note to be then due and payable. However, the Issuer will not be required to make any payment of Additional Amounts for or on account of:

 

(i) any tax, assessment or other governmental charge that would not have been so imposed but for (i) the existence of any present or former connection between such Noteholder (or between a fiduciary, settlor or, beneficiary of, or a person holding a power over, such Noteholder, if such Noteholder is an estate or a trust, or a member or shareholder of such Noteholder, if such Noteholder is a partnership or a corporation) and the United States, including, without limitation, such Noteholder (or such fiduciary, settlor, beneficiary of, person holding a power, member or shareholder), being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, or (ii) the presentation by or on behalf of the Noteholder of a Note for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later;

 

(ii) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge;

 

(iii) any tax, assessment or other governmental charge that would not have been imposed but for such Noteholder’s past or present status as a personal holding company, foreign personal holding company, controlled foreign corporation, passive foreign investment company or foreign private foundation or other tax exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States Federal income tax;

 

(iv) any tax, assessment or other governmental charge that is payable otherwise than by deduction or by withholding from a payment on a Note;

 

(v) any tax, assessment or other governmental charge required to be