Exhibit 10.4
FIRST AMENDMENT
TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated December 7, 2001 (this
"Amendment"), by and among the following:
(i) TEAM MUCHO, INC., an Ohio corporation (formerly known as TEAM AMERICA
CORPORATION) ("Parent"), XXXXX.XXX, INC., a Nevada corporation and a
wholly-owned subsidiary of the Parent ("Xxxxx.xxx") (Parent and Xxxxx.xxx,
together with any and all of their respective successors and assigns, are herein
referred to individually, collectively and interchangeably as "Borrower" and
"Borrowers");
(ii) THE PROVIDENT BANK and THE HUNTINGTON NATIONAL BANK (herein, together
with their respective successors and assigns, each a "Lender" and collectively,
the "Lenders"); and
(iii) THE PROVIDENT BANK, an Ohio banking corporation, in its capacity as
agent for Lenders under this Agreement and the Loan Documents (herein,
interchangeably, "Provident" or the "Agent");
WITNESSETH, THAT:
WHEREAS, Borrowers, Lenders and Agent are parties to a certain Credit
Agreement dated as of January 3, 2001 (collectively, the "Credit Agreement"),
and capitalized terms used herein but not defined herein have the meanings
assigned to them in the Credit Agreement;
WHEREAS, at the Computation Date of September 30, 2001, Borrowers violated
the covenant contained in Section 7.1 (Minimum Current Ratio) contained in the
Credit Agreement (the "Default") and Borrowers have requested that Agent on
behalf of Lenders waive the Default; and
WHEREAS, Agent on behalf of Lenders is willing to waive the Default solely
with respect to the September 30, 2001 Computation Date on the condition that
Borrowers execute and deliver this Amendment;
NOW, THEREFORE, in consideration of the mutual promises of the parties
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Waiver. Agent on behalf of Lenders hereby waives the Default solely with
respect to the September 30, 2001 Computation Date (the "Waiver"). The Waiver
constitutes only a waiver of the specific Default identified herein and does not
constitute a waiver of any other Default or Event of Default, known or unknown.
The Waiver does not create any obligation on the part of the Agent or Lenders to
waive any future Defaults or Events of Defaults under the provisions of this
Amendment or under any other term, condition or provision of the Credit
Agreement or Loan Documents.
2. Amendment Fee. Borrowers agree on the date hereof to pay to Agent for
the pro rata benefit of Lenders a fee in an amount equal to Fifteen Thousand
Dollars ($15,000).
3. Amendments.
(a) Notwithstanding anything to the contrary contained in the Credit
Agreement, on and after the date hereof:
(i) The last sentence of Section 8.2 of the Credit Agreement shall
be amended so as to read in its entirety as follows:
"No Borrower nor any of its Subsidiaries shall make or permit any
amendment or modification to its charter documents or by-laws, except
that Borrowers may cause any Inactive Subsidiary to cancel or
terminate its charter in connection with its dissolution and
liquidation, and except to the extent necessary to permit Borrower to
raise additional capital."
(ii) Section 8.3 of the Credit Agreement shall be amended in its
entirety to read as follows:
"Borrowers will not and will not permit any of their Subsidiaries to
directly or indirectly declare, order, pay, make or set apart any sum
for any Restricted Payments, except as required to pay cash dividends
under the terms of the Series A Preferred Shares."
(iii) Section 8.13 of the Credit Agreement shall be amended in its
entirety to read as follows:
"Borrowers and their Subsidiaries shall not at any time enter into or
participate in any agreements or transactions of any kind with any
Affiliates of Borrowers and their Subsidiaries, except in the ordinary
course of business."
(b) On and after the date hereof, no Borrower or its Subsidiaries shall
at any time engage in any Acquisition other than a Permitted Acquisition.
4. No Other Changes. The remainder of the terms and conditions of the
Credit Agreement not specifically and expressly amended by this Amendment shall
remain unchanged and in full force and effect as originally written, including
but not limited to all provisions of the Credit Agreement relating to
Acquisition Loans, and the parties hereto ratify and reconfirm the same and all
of such remaining terms and conditions shall apply to this Amendment. If any
term or condition of this Amendment conflicts with any term or condition of the
Credit Agreement, this Amendment shall control such conflict.
5. Counterparts. This Amendment may be executed simultaneously in one or
more
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identical counterparts, each of which shall deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
or on behalf of each of the parties as of the day and in the year first above
written in Cincinnati, Ohio.
TEAM AMERICA CORPORATION
By: /S/ XXXX X. XXXXXX
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Name: XXXX X. XXXXXX
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Title: CHIEF FINANCIAL OFFICER
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XXXXX.XXX, INC.
By: /S/ XXXX X. XXXXXX
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Name: XXXX X. XXXXXX
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Title: CHIEF FINANCIAL OFFICER
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THE PROVIDENT BANK
for itself and as Agent
By: /S/ XXXXXX X. XXX
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Name: XXXXXX X. XXX
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Title: VICE PRESIDENT
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THE HUNTINGTON NATIONAL BANK
By: /S/ XXXXX X. XXXXXXXXX
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Name: XXXXX X. XXXXXXXXX
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Title: VICE PRESIDENT
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