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EXHIBIT 10.4
AMENDMENT NO. 1 AND WAIVER
Dated as of March 12, 1996
to
CREDIT AGREEMENT
Dated as of October 16, 1995
This Amendment No. 1 and Waiver (this "Amendment"), dated as of March
12, 1996, is among Administaff, Inc. (the "Borrower"), the Lenders party to the
Credit Agreement (defined below) and The First National Bank of Chicago, as
Agent.
W I T N E S S E T H:
WHEREA, the Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated as of October 16, 1995 (as heretofore amended,
the "Credit Agreement") and the other Loan Documents referred to therein; and
WHEREA, the Borrower, the Lenders and the Agent desire to amend the
Credit Agreement in order to amend certain provisions thereof;
NOW, THEREFORE, in consideration of the premises and the undertakings
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to them in the Credit
Agreement.
2. Amendment. The Credit Agreement is hereby amended as follows:
(a) Section 7.1 (vii) of the Credit Agreement is hereby
amended by deleting the phrase "and consolidating" contained therein.
(b) Section 7.21.2 of the Credit Agreement is hereby amended
by deleting it in its entirety and inserting in lieu thereof the
following:
7.21.2. Fixed Charge Coverage Ratio. The Borrower
shall maintain, on a consolidated basis, (i) as of the end of
each of the fiscal quarters ending September 30, 1995 and
December 31, 1995, a Fixed Charge Coverage Ratio not less than
2.25 to 1.0, (ii) as of the end of each of the fiscal quarters
ending March 31, 1996, June 30, 1996 and September 30, 1996, a
Fixed Charge Coverage Ratio not less than 2.00 to 1.0 and
(iii) as of the end of each fiscal quarter thereafter, a Fixed
Charge Coverage Ratio not less than 2.50 to 1.0.
3. Waiver. The Bank hereby specifically waives any objection it
may have to the violation of (i) Section 7.1 (vii) of the Credit Agreement
caused by the Company's failure to timely provide the Bank with the plan and
forecast for 1996, which plan and forecast was subsequently provided and (ii)
Section 7.12 of the Credit Agreement caused by the Borrower's failure to
timely provide the Bank with the balance sheet referred to therein, which
balance sheet was subsequently provided. This specific waiver applies only to
the specific violation referred to above.
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4. Representations and Warranties. In order to induce the Agent
and the Lenders to enter into this Amendment, the Borrower hereby represents
and warrants to the Agent and the Lenders as of the date of this Amendment
that:
(a) There exists no Default or Unmatured Default and the
execution of this Amendment shall not create a Default or Unmatured
Default.
(b) The representations and warranties contained in Article V
of the Credit Agreement are true and correct as of the date of this
Amendment.
5. Legal Expenses. The Borrower agrees to reimburse the Agent
for reasonable legal fees and expenses incurred by attorneys for the Agent (who
may be employees of the Agent) in connection with the preparation, negotiation
and consummation of this Amendment and the transactions contemplated herein.
6. Ratification of Credit Agreement. Except as specifically
provided herein, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and the Credit Agreement as amended hereby is
agreed to, ratified and confirmed by the Borrower, the Agent and the Lenders in
all respects.
7. Miscellaneous.
(a) This Amendment may be executed in counterparts and by the
different parties hereto on separate counterparts each of which, when
so executed and delivered, shall be deemed an original, and all of
which taken together shall constitute one and the same agreement.
(b) This Amendment shall be effective as of the date first
above written; provided, that, the Agent has received executed
counterparts of this Amendment from the Borrower, the Agent and the
Lenders.
IN WITNESS WHEREO, the Borrower, the Agent and the Lenders have
executed this Amendment as of the date first above written.
ADMINISTAFF, INC.
By:_______________________________________
Title:____________________________________
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By:_______________________________________
Title:____________________________________
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