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EXHIBIT 10.12
[ADMINISTAFF LETTERHEAD]
November 17, 1998
American Express Teavel Related Services, Inc.
3 World Financial Center
AMEX Tower
New York, New York 10285
Attn: General Counsel's Office
Re: First Amendment to the Marketing Agreement dated as of March
10, 1998 by and between American Express Travel Related
Services Company, Inc., Administaff, Inc., Administaff
Companies, Inc. and Administaff of Texas, Inc.
Dear Ladies and Gentlemen:
Reference is made hereby to the Marketing Agreement (the "Marketing
Agreement") dated as of March 10, 1998 by and between American Express Travel
Related Services, Inc. ("Amex"), Administaff, Inc. ("ASF DE"), Administaff
Companies, Inc. ("ASF COMP") and Administaff of Texas, Inc. ("ASF TX" and
together with ASF DE and ASF COMP, collectively referred to herein as "ASF"). By
execution and delivery of this agreement (the "First Amendment"), the parties
are effecting an amendment to the Marketing Agreement on the terms set forth
herein. Capitalized terms used herein, but not defined, will have the meanings
assigned to such terms in the Marketing Agreement.
This First Amendment sets forth the understandings of the parties with
respect to the matters set forth below:
1. The term "Fifteen Month Period," as defined in Section 1 to the
Marketing Agreement, is deleted:
2. Section 7(a)(1) is hereby amended to read as follows:
***
*** Confidential treatment requested; Omitted portions filed separately with
the Commission.
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American Express Travel Related Services Company, Inc.
November 17, 1998
Page 2
***
3. This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original but all of
which shall together constitute one and the same instrument.
4. Except as modified by this First Amendment, the Marketing Agreement
shall continue in full force and effect. The Marketing Agreement and this First
Amendment shall be read, taken and construed as one and the same instrument.
5. This First Amendment constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
contemporaneous oral or written understanding or agreements among the parties
which relate to the subject matter hereof.
6. This First Amendment shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
*** Confidential treatment requested; Omitted portions filed separately with
the Commission.
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American Express Travel Related Services Company, Inc.
November 17, 1998
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7. Upon the execution and delivery of this First Amendment by the
parties hereto, this First Amendment shall be and become a binding agreement
among the parties hereto.
Very truly yours,
Administaff, Inc.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
Administaff of Texas, Inc.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
Administaff Companies, Inc.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
Accepted and agreed to:
American Express Travel Related Services Company, Inc.
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: President AERS
