EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 10, 2015 (this “Agreement”) is entered into among CBIZ
Operations, Inc., an Ohio corporation (the “Borrower”), CBIZ, Inc., a Delaware corporation (the “Company”), the Lenders party hereto and Bank of America, N.A., as Agent and as the Issuing Bank and as Swing Line
Bank. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Borrower, the Company, the Lenders and Bank of America, N.A., as Agent and as the Issuing Bank and as Swing Line Bank have entered into that certain Credit Agreement dated as of July 28, 2014 (as amended or modified from time to time, the
“Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Company and the other Guarantors have each
executed and delivered in favor of the Agent and the Lenders a certain Guaranty pursuant to which the Company and the other Guarantors have guaranteed the Borrower’s obligations under the Credit Agreement; 

WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement as described below; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment.
Subject to the satisfaction of the conditions set forth in Section 2 hereof, clause (b) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended to delete the
parenthetical at the end of such clause such that, after giving effect to such amendment such clause reads in its entirety as follows: 

“(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body
of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved
by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body” 

2. Condition Precedent. This Agreement shall be effective upon receipt by the Agent of counterparts of this Agreement
duly executed by the Borrower, the Company, the other Guarantors and the Majority Lenders. 
 3. Miscellaneous. 

(a) The Credit Agreement, and the obligations of the Borrower, the Company and each Guarantor thereunder and under the other
Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Loan Document. 







 (b) The Company and each other Guarantor, (i) acknowledges and consents to
all of the terms and conditions of this Agreement, (ii) affirms all of each Guarantor’s obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to
reduce or discharge each Guarantor’s obligations under the Credit Agreement or the Loan Documents. 
 (c) The Borrower
and the Company hereby represent and warrant as follows: 
 (i) Each of the Borrower and the Company has taken all necessary
action to authorize the execution, delivery and performance of this Agreement. 
 (ii) This Agreement has been duly executed
and delivered by the Company and the Borrower and constitutes each of the Borrower’s and the Company’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law. 

(iii) No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower or the Company of this Agreement. 

(d) Each of the Borrower and the Company represents and warrants to the Lenders that (i) its representations and warranties set forth in
Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of the date hereof with the same
effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any
such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default. 

(e) This Agreement 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 constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or other electronic transmission shall be effective as an original and shall constitute a representation that an executed
original shall be delivered. 
 (f) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION). 
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 2 








 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and
delivered as of the date first above written. 
  

					
	CBIZ OPERATIONS, INC., as the Borrower
		
	By:		  

			Name:		
			Title:		
	
	CBIZ, INC.
		
	By:		  

			Name:		
			Title:		
	
	BANK OF AMERICA, N.A., as Agent
		
	By:		  

			Name:		
			Title:		
	
	BANK OF AMERICA, N.A., as a Lender and as the Issuing Bank
		
	By:		  

			Name:		
			Title:		


 Signature Page to First Amendment to Credit Agreement 







 
					
	HUNTINGTON NATIONAL BANK, as a Lender
		
	By:		  

			Name:		
			Title:		
	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:		  

			Name:		
			Title:		
	
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:		  

			Name:		
			Title:		
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:		  

			Name:		
			Title:		
	
	FIFTH THIRD BANK, as a Lender
		
	By:		  

			Name:		
			Title:		
	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:		  

			Name:		
			Title:		









 
					
	BMO HARRIS BANK, N.A. , as a Lender
		
	By:		  

			Name:		
			Title:		


 
			
	
	GUARANTORS:
	
	CBIZ ACCOUNTING, TAX & ADVISORY OF ATLANTA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF MARYLAND, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF CHICAGO, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF COLORADO, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF KANSAS CITY, INC.
	CBIZ ACCOUNTING, TAX & ADVISORY OF MEMPHIS, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF NEW ENGLAND, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF NEW YORK, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF OHIO, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF NORTHERN CALIFORNIA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF ORANGE COUNTY, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF PHOENIX, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF SAN DIEGO, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF FLORIDA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF TOPEKA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF WICHITA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF SOUTHWEST FLORIDA, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF ST. LOUIS, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY OF MINNESOTA, LLC










			
	CBIZ ACCOUNTING, TAX & ADVISORY OF UTAH, LLC
	CBIZ ACCOUNTING, TAX & ADVISORY, LLC
	CBIZ BEATTY SATCHELL, LLC
	CBIZ BENEFITS & INSURANCE SERVICES, INC.
	CBIZ GIBRALTAR REAL ESTATE SERVICES, LLC
	CBIZ RISK & ADVISORY SERVICES LLC
	CBIZ INSURANCE SERVICES, INC.
	CBIZ KA CONSULTING SERVICES, LLC
	CBIZ M & S CONSULTING SERVICES, LLC
	CBIZ M.T. DONAHOE & ASSOCIATES, LLC
	CBIZ MISSOURI, LLC
	CBIZ MMP OF TEXAS, LLC
	CBIZ NETWORK SOLUTIONS, LLC
	CBIZ NATIONAL TAX OFFICE, LLC
	CBIZ RETIREMENT CONSULTING, INC.
	CBIZ SOUTHERN CALIFORNIA, LLC
	CBIZ LIFE INSURANCE SOLUTIONS, INC.
	CBIZ SECURITY & ADVISORY SERVICES, LLC
	CBIZ TECHNOLOGIES, LLC
	CBIZ VALUATION GROUP, LLC
	MHM RETIREMENT PLAN SOLUTIONS, LLC
	MULTIPLE BENEFITS SERVICES, LLC


 
			
		
	By:		  

	Name:		Jerome P. Grisko, Jr.
	Title:		Executive Vice President










			
	ASSOCIATED INSURANCE AGENTS, INC.
	CBIZ MHM, LLC
	CBIZ NETWORK SOLUTIONS CANADA, INC.
	CBIZ WEST, INC.
	CBIZ TAX AND ADVISORY OF NEBRASKA INC.
	ONECBIZ, INC.
	SUMMIT RETIREMENT PLAN SERVICES, INC.
		
	By:		  

	Name:		Jerome P. Grisko, Jr.
	Title:		President
	
	CBIZ, INC.
		
	By:		  

	Name:		Jerome P. Grisko, Jr.
	Title:		President