ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

More documents

Recommendations

Info

TERMS AND CONDITIONS OF THE FIXED RATE NOTESThe following Terms and Conditions (subject to completion and amendment and save for thisparagraph) will be endorsed on the Fixed Rate Notes in definitive form, if issued:The issue of the €500,000,000 4.50 per cent. Guaranteed Notes due 2013 (the Notes, whichexpression shall, unless the context otherwise requires, include any further notes issued pursuant toCondition 15 and forming a single series with the Notes) of Adecco International Financial ServicesB.V. (the Issuer) was authorised by a resolution of the managing board of the Issuer passed on 28March 2006. The giving of the guarantee in respect of the Notes (the Guarantee) and other covenantsby Adecco S.A. (the Guarantor) was authorised by a resolution of the Board of Directors of theGuarantor passed on 22 March 2006. The Notes are constituted by a trust deed (the Trust Deed)dated 25 April 2006 and made between the Issuer, the Guarantor and J.P. Morgan Corporate TrusteeServices Limited (the Trustee, which expression shall, unless the context otherwise requires, includeall other persons or companies acting as trustee or trustees thereof) as trustee for the holders of theNotes (the Noteholders) and the holders of the interest coupons appertaining to the Notes (theCouponholders and the Coupons, respectively). The Issuer has entered into a paying agencyagreement (the Agency Agreement) also dated 25 April 2006 with the Trustee, the Guarantor,JPMorgan Chase Bank, N.A. as principal paying agent and the other paying agent named therein. Theprincipal paying agent and the paying agents for the time being are referred to below as the PrincipalPaying Agent and the Paying Agents (which expression shall, unless the context otherwise requires,include the Principal Paying Agent), respectively. The statements in these Terms and Conditions of theNotes (the Conditions) include summaries of, and are subject to, the detailed provisions of the TrustDeed. Copies of the Trust Deed and the Agency Agreement are available for inspection by anyinterested person during usual business hours at the principal London office of the Trustee, being atthe date hereof at J.P. Morgan Corporate Trustee Services Limited, Trinity Tower, 9 Thomas MoreStreet, London E1W 1YT, and at the specified offices of the Paying Agents. The Noteholders andCouponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all theprovisions of the Trust Deed and are deemed to have notice of those provisions applicable to them ofthe Agency Agreement.1. Status of the NotesThe Notes and the Coupons constitute direct, unconditional, unsubordinated and (subject to theprovisions of Condition 3) unsecured obligations of the Issuer and (subject as aforesaid) rank and willrank pari passu, without any preference among themselves, with all other outstanding unsubordinatedand unsecured obligations of the Issuer, present and future, save for such obligations as may bepreferred by mandatory provisions of applicable law.2. Form, Denomination and Title(a) Form and DenominationThe Notes are in bearer form, serially numbered, in the denomination of €50,000 each withCoupons attached on issue.(b) TitleTitle to the Notes and to the Coupons passes by delivery. The holder of any Note and the holder ofany Coupon will (except as otherwise required by law) be treated as its absolute owner for allpurposes (whether or not it is overdue and regardless of any notice of ownership, trust or anyinterest in, or any writing on, or the theft or loss of, the Note or Coupon) and no person will beliable for so treating the holder.28
3. Negative PledgeSo long as any Note remains outstanding (as defined in the Trust Deed), neither the Issuer nor theGuarantor will, and the Guarantor will procure that no other Subsidiary (as defined in the TrustDeed) of the Guarantor will, create or have outstanding any mortgage, charge, pledge, lien orother form of encumbrance or security interest upon the whole or any part of its undertaking,property, assets or revenues, present or future (including any uncalled capital), to secure anyRelevant Debt of itself or another (or to secure any guarantee or indemnity in respect of anyRelevant Debt of itself or another) unless, at the same time or prior thereto, the Issuer's or, as thecase may be, the Guarantor's obligations under the Notes (in the case of the Issuer), theGuarantee (in the case of the Guarantor) and the Trust Deed (in both cases) (a) are securedequally and rateably therewith by such encumbrance or security interest to the satisfaction of theTrustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangementas the Trustee in its absolute discretion shall deem to be not materially less beneficial to theNoteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed)of the Noteholders.For the purposes of this Condition, Relevant Debt means any present or future indebtedness inthe form of, or represented or evidenced by, notes, bonds, debentures or other securities which inconnection with their initial distribution are or are intended to be quoted, listed or traded on anystock exchange, over-the-counter or other securities market.4. InterestThe Notes bear interest from and including 25 April 2006 (the Closing Date) at the rate of 4.50per cent. per annum (the Rate of Interest), payable annually in arrear on 25 April in each year(each an Interest Payment Date), commencing 25 April 2007.Each Note will cease to bear interest from and including the due date for its redemption unless,upon due presentation, payment of principal is improperly withheld or refused or unless default isotherwise made in respect of payment in which event interest shall continue to accrue at the Rateof Interest as provided in the Trust Deed.When interest is required to be calculated in respect of a period of less than a full year, it shall becalculated on the basis of (a) the actual number of days in the period from and including the datefrom which interest begins to accrue (the Accrual Date) to but excluding the date on which it fallsdue divided by (b) the actual number of days from and including the Accrual Date to but excludingthe next following Interest Payment Date.5. Guarantee and Status of the GuaranteeThe Guarantor has unconditionally and irrevocably guaranteed by means of the Guaranteecontained in the Trust Deed the payment of principal and interest in respect of the Notes (togetherwith any additional amounts payable under Condition 6 and all other monies payable under theTrust Deed). The obligations of the Guarantor under the Guarantee constitute direct,unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligationsof the Guarantor and (subject as aforesaid) rank and will rank pari passu with all other outstandingunsubordinated and unsecured obligations of the Guarantor, present and future, save for suchobligations as may be preferred by mandatory provisions of applicable law. The obligations of theGuarantor under the Guarantee shall be unconditional, irrespective of the validity, regularity orenforceability of any Note or any Coupon, the absence of any action to enforce the same, therecovery of any judgment against the Issuer or any action to enforce the same or any othercircumstance which might otherwise constitute a discharge or defence of a guarantor, including29
Page 1 and 2: ADECCO INTERNATIONAL FINANCIAL SERV
Page 3 and 4: All references in this document to
Page 5 and 6: RISK FACTORSIn making an investment
Page 7 and 8: states will initiate similar review
Page 9 and 10: Jacobs, Lavinia Jacobs, Nicolas Jac
Page 11 and 12: currency unit (the Investor's Curre
Page 13 and 14: TERMS AND CONDITIONS OF THE FLOATIN
Page 15 and 16: Agent Bank with the rate at which d
Page 17 and 18: 5. Guarantee and Status of the Guar
Page 19 and 20: (e) Payment on a Presentation DateA
Page 21 and 22: capital of the Guarantor. For the p
Page 23 and 24: prior to its stated maturity as a r
Page 25 and 26: 10. PrescriptionNotes and Coupons w
Page 27: 15. Further issuesThe Issuer may fr
Page 31 and 32: Guarantor, as the case may be, beco
Page 33 and 34: the Trustee becoming so aware (the
Page 35 and 36: (d) PurchasesThe Issuer, the Guaran
Page 37 and 38: provided that:(i)for the purposes o
Page 39 and 40: (c)SubstitutionThe Trust Deed conta
Page 41 and 42: SUMMARY OF PROVISIONS RELATING TO T
Page 43 and 44: Luxembourg (which may include notic
Page 45 and 46: Adecco International Financial Serv
Page 47 and 48: incurred and the net difference bet
Page 49 and 50: eporting delay reduced operating in
Page 51 and 52: Board of DirectorsAs of the date of
Page 53 and 54: Employment-related claims and costs
Page 55 and 56: (verbonden lichaam); and (ii) the N
Page 57 and 58: purchase price or the sale proceeds
Page 59 and 60: ItalyThe offering of the Notes has
Page 61 and 62: unemployment tax reviews, and (iii)
Page 63 and 64: Adecco Group - Consolidated balance
Page 65 and 66: Adecco Group - Consolidated stateme
Page 67 and 68: In EURAdecco Group - Consolidated s
Page 69 and 70: Adecco Group - Notes to consolidate
Page 75 and 76: Income taxesAdecco Group - Notes to
Page 79 and 80:
Adecco Group - Notes to consolidate
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Fair value hedgesAdecco Group - Not
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
DESCRIPTION OF DIFFERENCES BETWEEN
Page 111 and 112:
(c)Intercompany transfers: U.S. GAA
show all

ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?