Exhibit 10.2





Exhibit 10.2




Execution Version




FIRST AMENDMENT

TO

CREDIT AGREEMENT




THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) is being executed and
delivered as of September 14, 2010 by and among CBIZ, Inc., a Delaware corporation (the
“Company”), the “Guarantors” as defined in the Credit Agreement referred to and defined
below, the several financial institutions from time to time party to such Credit Agreement
(collectively, the “Lenders”), and Bank of America, N.A. (“Bank of America”), as
administrative agent for the Lenders (in such capacity, the “Agent”). Undefined
capitalized terms used herein shall have the meanings ascribed to such terms in such Credit
Agreement, and section references used herein, shall, unless otherwise specified, refer to sections
of such Credit Agreement.



W I T N E S S E T H:




WHEREAS, the Company, the Lenders and the Agent have entered into that certain Credit
Agreement dated as of June 4, 2010 (as may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), pursuant to which, among other things, the
Lenders have agreed to provide, subject to the terms and conditions contained therein, certain
loans and other financial accommodations to or for the benefit of the Company;



WHEREAS, in connection with the Credit Agreement, the Guarantors have each executed and
delivered in favor of the Agent and the Lenders a certain Guaranty pursuant to which the Guarantors
have guaranteed the Company’s obligations under the Credit Agreement;



WHEREAS, the Company requested that the Lenders agree, and subject to the terms and conditions
set forth herein, the Lenders have agreed, to amend the Credit Agreement in certain respects as
hereinafter set forth.



NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated
herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company, the Guarantors, the Majority Lenders and the Agent, such parties
hereby agree as follows:



1. Amendment. Subject to the satisfaction of the conditions set forth in
Paragraph 2 of this Agreement, the Credit Agreement is hereby amended as follows (unless
otherwise specified, section references used in this section shall refer to such sections of the
Credit Agreement):



(a) Section 1.01 is amended to add the following new definitions in their appropriate
alphabetical location:




“2010 Buyback/Option Agreement” means a stock and option purchase agreement in
the form delivered to the Agent and the Lenders on September 14, 2010.


 


 









 






“2010 Buyback/Option Transactions” means, collectively, the capital stock
repurchase transaction and option purchase transaction contemplated by the 2010
Buyback/Option Agreement.




“Adjusted Senior Leverage Threshold” means, at any time, the following
applicable ratio:



	 	 	 	 	 
	Period of Determination	 	Ratio	 
	 
	 	 	 	 
	First Amendment Effective Date through
6/29/2011
	 	 	2.50:1.0	 
	 
	 	 	 	 
	6/30/2011 through 12/31/2011
	 	 	2.25:1.0	 
	 
	 	 	 	 
	1/1/2012 through 6/29/2012
	 	 	2.50:1.0	 
	 
	 	 	 	 
	Thereafter
	 	 	2.25:1.0.	 







“Adjusted Total Leverage Threshold” means, at any time, the following
applicable ratio:



	 	 	 	 	 
	Period of Determination	 	Ratio	 
	 
	 	 	 	 
	First Amendment Effective Date through
6/29/2011
	 	 	3.75:1.0	 
	 
	 	 	 	 
	6/30/2011 through 6/29/2012
	 	 	3.50:1.0	 
	 
	 	 	 	 
	Thereafter
	 	 	3.25:1.0.	 







“First Amendment Effective Date” means the date on which each of the conditions
set forth in clauses (i) through (iii) of Paragraph 2 of the First Amendment to this
Agreement dated as of September 14, 2010 shall have been satisfied.




“New Subordinated Debt” means unsecured Indebtedness (i) incurred at a time
when no Event of Default exists and, after giving pro forma effect thereto, no Event of
Default would occur (including, without limitation, with respect to the Total Leverage Ratio
under Section 8.15), (ii) which is subordinated in right of payment to all of the
Obligations pursuant to subordination provisions which are substantially similar to, or more
favorable to the Agent and the Lenders than, those applicable to the Convertible Debt, as
determined by the Agent in its sole discretion, (iii) which does not have a maturity date,
scheduled amortization payments, mandatory prepayments or redemptions, or other similar
obligations scheduled to occur prior to the Revolving Termination Date, (iv) which is
governed by documentation which does not include covenants or defaults which are materially
more restrictive or onerous in any respect
than those set forth herein, as determined by the Agent in its sole discretion and (v)
does not prohibit the Company or any Subsidiary from granting Liens on any assets of the
Company or its Subsidiaries in favor of the Agent or the Lenders.


 


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“Senior Leverage Threshold” means, at any time, the following applicable ratio:



	 	 	 	 	 
	Period of Determination	 	Ratio	 
	 
	 	 	 	 
	First Amendment Effective Date through
6/29/2011
	 	 	2.75:1.0	 
	 
	 	 	 	 
	6/30/2011 through 12/31/2011
	 	 	2.50:1.0	 
	 
	 	 	 	 
	1/1/2012 through 6/29/2012
	 	 	2.75:1.0	 
	 
	 	 	 	 
	Thereafter
	 	 	2.50:1.0.	 







“Total Leverage Threshold” means, at any time, the following applicable ratio:



	 	 	 	 	 
	Period of Determination	 	Ratio	 
	 
	 	 	 	 
	First Amendment Effective Date through
6/29/2011
	 	 	4.00:1.0	 
	 
	 	 	 	 
	6/30/2011 through 6/29/2012
	 	 	3.75:1.0	 
	 
	 	 	 	 
	Thereafter
	 	 	3.50:1.0.	 






(b) Section 1.01 is further amended to delete the words “as calculated after adjusting the
Leverage Ratio” appearing in the lead-in to the definition of “Applicable Margin” before the chart
set forth therein.



(c) Section 1.01 is further amended to delete, in its entirety, clause (i) of the definition
of “Applicable Margin” and to replace such clause with the following:




(i) for the period from September 14, 2010 to and including the delivery of the Compliance
Certificate for the period ending December 31, 2010, the Applicable Margin shall be
determined as if the Total Leverage Ratio for such period were greater than or equal to
3:50:1.00,



(d) Section 1.01 is further amended to delete, in its entirety, clause (j) of the definition
of “Indebtedness” set forth therein and to replace such clause with the following:




(j) indebtedness of such Person referred to in clauses (a) through (i)
above which is convertible into common stock of such Person provided that at the time and to
the extent such indebtedness is so converted such indebtedness shall no longer constitute
Indebtedness.


 


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(e) Section 1.01 is further amended to delete the definition of “Leverage Ratio” in its
entirety and to replace such definition with the following:




“Senior Leverage Ratio” means, with respect to the Company and its Subsidiaries
(other than Excluded Subsidiaries), on a consolidated basis, as of any date of
determination, the ratio of total consolidated Indebtedness (excluding the Convertible Debt
and any New Subordinated Debt) as of such date to EBITDA for the twelve month period then
most recently ended (taken as a single accounting period and calculated giving pro forma
effect to any Acquisitions which occurred during such twelve month period as if such
Acquisitions were consummated as of the first day of such twelve month period and including
adjustments as are permitted under Regulation S-X of the SEC).



(f) Section 1.01 is further amended to delete, in its entirety, the definition of “Net Worth”
and to replace such definition with the following:




“Net Worth” means shareholders’ equity as determined in accordance with GAAP,
plus any reduction to such shareholders’ equity resulting from any of the 2010
Buyback/Option Transactions or any repurchases of capital stock made with the proceeds of
New Subordinated Debt, in any case to the extent such 2010 Buyback/Option Transactions and
repurchases are permitted under Section 8.10 hereof.



(g) Section 1.01 is further amended to delete in its entirety clause (3) of the definition of
“Permitted Acquisition” and to replace such clause with the following:




(3) The (A) Senior Leverage Ratio as of the date of such Acquisition (after giving pro
forma effect thereto such that the numerator thereof includes the effect of any Indebtedness
incurred or assumed in connection with such Acquisition and the denominator thereof is
calculated as if such Acquisition were consummated as of the first day of the twelve month
period most recently ended with respect to which the Company has delivered financial
statements pursuant to Section 7.01 and includes adjustments as are permitted under
Regulation S-X of the SEC) is less than (x) with respect to any Acquisition consummated on
or after May 1 of any calendar year but before February 1 of the succeeding calendar year,
the applicable Adjusted Senior Leverage Threshold or (y) with respect to any Acquisition
consummated on or after February 1 of any calendar year but before May 1 of that calendar
year, the applicable Senior Leverage Threshold and (B) Total Leverage Ratio as of the date
of such Acquisition (after giving pro forma effect thereto such that the numerator thereof
includes the effect of any Indebtedness incurred or assumed in connection with such
Acquisition and the denominator thereof is calculated as if such Acquisition were
consummated as of the first day of the twelve month period most recently ended with respect
to which the Company has delivered financial statements pursuant to Section 7.01 and
includes adjustments as are permitted under Regulation S-X of the SEC) is less than (x) with
respect to any Acquisition consummated on or after May 1 of any calendar year but before
February 1 of the succeeding calendar year, the applicable Adjusted Total Leverage Threshold
or (y) with respect to any Acquisition consummated on or after February 1 of any calendar
year but before May 1 of that calendar year, the applicable Total Leverage Threshold;


 


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(h) Section 1.01 is further amended to delete, in its entirety, the definition of “Private
Placement Debt”.




(i) Section 2.05(b) is deleted, in its entirety, and replaced with the following:




[intentionally omitted].



(j) Section 8.01 is amended to insert the word “or” at the end of clause (i) of the last
sentence of such section, delete the word “or” at the end of clause (ii) of such sentence, and to
delete clause (iii) of such sentence in its entirety.




(k) Section 8.05(h) is deleted in its entirety and replaced with the following:




(h) Indebtedness consisting of New Subordinated Debt.




(l) Section 8.10 is deleted in its entirety and replaced with the following:




8.10 Restricted Payments. The Company shall not, and shall not suffer or permit any Subsidiary to, declare or make
any dividend payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of its capital stock, or purchase,
redeem or otherwise acquire for value any shares of its capital stock or any warrants,
rights or options to acquire such shares, now or hereafter outstanding, or repurchase,
redeem or prepay the Convertible Debt or any New Subordinated Debt; except that (a) any
Wholly-Owned Subsidiary may declare and make dividend payments or other distributions to the
Company or to its immediate parent Subsidiary of the Company, (b) any Subsidiary that is not
a Wholly-Owned Subsidiary may declare and make pro-rata dividend payments or other pro-rata
distributions, (c) the Company may repurchase its capital stock for aggregate cash
consideration not to exceed $50,000,000 pursuant to the terms and conditions of the 2010
Buyback/Option Agreement provided, at the time of each such repurchase, no Default or Event
of Default has occurred and is continuing and no Default or Event of Default would occur
after giving effect to such repurchase, and on or prior to the consummation of the initial
repurchase of capital stock pursuant to the 2010 Buyback/Option Agreement the Company shall
have delivered to the Agent a copy of a favorable “fairness opinion” with respect to the
2010 Buyback/Option Transactions from a nationally recognized investment banker engaged by
the Company, (d) the Company may purchase an option to repurchase its capital stock for cash
consideration for such option not to exceed $6,000,000 pursuant to the terms and conditions
of the 2010 Buyback/Option Agreement provided, at the time of that it purchases such option,
no Default or Event of Default has occurred and is continuing and no Default or Event of
Default would occur after giving effect to purchase, and on or prior to the consummation of
the purchase of such option the Company shall have delivered to the Agent a favorable
“fairness opinion” with respect to the 2010 Buyback/Option Transactions from a nationally
recognized investment banker engaged by the Company (which opinion may be part of the same
single opinion delivered pursuant to clause (c) of this section), (e) the Company
may repurchase its capital stock for 


 


5









 






aggregate cash consideration not to exceed $30,000,000
provided that such repurchases are funded with the proceeds of the Company’s issuance of New Subordinated Debt no later than five (5) Business Days following such issuance and,
at the time of such repurchase of capital stock, no Default or Event of Default has occurred
and is continuing and no Default or Event of Default would occur after giving effect to such
repurchase, (f) the Company and its Subsidiaries may make any other repurchase or redemption
of its capital stock, provided, that, in the case of this clause (f), (i) the Senior
Leverage Ratio as of the date of any such repurchase or redemption (calculated on a pro
forma basis giving effect to such repurchase or redemption) is less than or equal to 2.00 to
1.0 or (ii) (x) the Senior Leverage Ratio as of the date of any such repurchase or
redemption (calculated on a pro forma basis giving effect to such repurchase or redemption)
is greater than 2.00 to 1.0 but less than (I) with respect to any repurchase or redemption
occurring on or after May 1 of any calendar year but prior to February 1 of the succeeding
calendar year, the applicable Adjusted Senior Leverage Threshold or (II) with respect to any
repurchase or redemption occurring on or after February 1 of any calendar year but prior to
May 1 of that calendar year, the applicable Senior Leverage Threshold, and (y) the aggregate
consideration paid and other payments made by the Company and its Subsidiaries during the
preceding twelve months in connection with all such repurchases and redemptions, including
such proposed repurchase or redemption, does not exceed $15,000,000, (g) the Company may pay
the settlement amount with respect to each $1,000 aggregate principal amount of Convertible
Debt or other convertible Indebtedness of the Company converted into shares of the Company’s
common stock (i) in cash, which shall not exceed the lesser of $1,000 and the conversion
value of such Convertible Debt or other convertible Indebtedness pursuant to the terms and
conditions of the Indenture or other governing document and (ii) if the conversion value of
such Convertible Debt or other convertible Indebtedness exceeds $1,000, in the number of
shares of the Company’s common stock as calculated pursuant to the terms and conditions of
the Indenture or other governing document; provided, however, that, in the
event the aggregate amount of the shares of the Company’s common stock delivered upon any
such conversion would exceed 19.9% of the shares of the Company’s common stock outstanding
at the time at which such securities were issued, the Company may pay whole or partial
settlement amounts in cash in the aggregate amount, and to the extent, necessary for the
Company to be in compliance with the listing requirements of The New York Stock Exchange,
(h) with respect to the conversion of the Convertible Debt or other convertible Indebtedness
of the Company into shares of the Company’s common stock, the Company may pay the cash value
of fractional shares of the Company’s common stock pursuant to the terms and conditions of
the Indenture or applicable indenture or agreement governing such Indebtedness and (i) the
Company may repurchase, redeem or prepay the Convertible Debt or New Subordinated Debt,
provided that no Default or Event of Default has occurred and is continuing at the time of
the consummation of any such repurchase, redemption or prepayment and no Default or Event of
Default would occur after giving effect to any such repurchase, redemption or prepayment.




(m) Section 8.15 is deleted in its entirety and replaced with the following:




8.15 Leverage Ratios. The Company shall not, at any time, (a) permit its
Senior Leverage Ratio to be greater than the applicable Senior Leverage Threshold or
(b) permit its Total Leverage Ratio to be greater than the applicable Total Leverage
Threshold.


 


6









 





(n) The form of Compliance Certificate attached as Exhibit C to the Credit Agreement
is deleted in its entirety and replaced with the form attached hereto as Annex 1 to this
Agreement.



2. Effectiveness of this Agreement; Conditions Precedent. The provisions of
Paragraph 1 of this Agreement shall be expressly conditioned upon (a) in the case of the
amendments contemplated by Paragraph 1(c) hereof, satisfaction of the conditions set forth
in clauses (i) and (ii) below and (b) in the case of the other amendments
contemplated by Paragraph 1 hereof, satisfaction of the conditions set forth in clauses
(i), (ii) and (iii) below:



(i) the receipt by the Agent of an executed counterpart of this Agreement executed and
delivered by duly authorized officers of the Company, the Guarantors and the Majority Lenders;



(ii) payment in full, in immediately available funds, to the Agent of (x) an amendment fee for
the account of each Lender that executed and delivers a counterpart hereof on or prior to September
14, 2010, in the amount of 0.10% of such Lender’s Revolving Loan Commitment and (y) an arrangement
fee for the sole account of the Arranger as described in that certain letter agreement dated as of
September 14, 2010 among Bank of America, the Arranger and the Company (all of which fees the
Company hereby agrees to pay concurrently with its execution and delivery of this Agreement and
agrees and acknowledges that such fees are fully-earned and non-refundable); and



(iii) the earlier to occur of the receipt by the Agent of (x) a copy of a fully-executed stock
and option purchase agreement in the form delivered to the Agent and the Lenders on September 14,
2010 and (y) evidence satisfactory to the Agent that the Company shall have issued “New
Subordinated Debt” (as proposed to be defined in Paragraph 1 hereof).




3. Representations and Warranties.




(a) The Company hereby represents and warrants that this Agreement and the Credit
Agreement as amended by this Agreement constitute the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their terms.




(b) The Company hereby represents and warrants that its execution, delivery and
performance of this Agreement and the Credit Agreement as amended by this Agreement have
been duly authorized by all proper corporate action, do not violate any provision of its
certificate of incorporation or bylaws, will not violate any law, regulation, court order or
writ applicable to it, and will not require the approval or consent of any Governmental
Authority, or of any other third party under the terms of any contract or agreement to which
the Company or any of the Company’s Subsidiaries is bound.


 


7









 






(c) The Company hereby represents and warrants that (i) no Default or Event of Default
has occurred and is continuing or will have occurred and be continuing and (ii)
all of the representations and warranties of the Company contained in the Credit
Agreement and in each other Loan Document (other than representations and warranties which,
in accordance with their express terms, are made only as of an earlier specified date) are,
and will be, true and correct as of the date of the Company’s execution and delivery of this
Agreement in all material respects as though made on and as of such date.




(d) The Company hereby represents and warrants that there are no actions, suits,
investigations, proceedings, claims or disputes pending, or to the best knowledge of the
Company, threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, against the Company, its Subsidiaries or any of their respective
properties which purport to affect or pertain to this Agreement, the Credit Agreement or any
other Loan Document or any of the transactions contemplated hereby or thereby, or which
could reasonably be expected to have a Material Adverse Effect



4. Reaffirmation, Ratification and Acknowledgment; Reservation. The Company and each
Guarantor hereby (a) ratifies and reaffirms all of its payment and performance obligations,
contingent or otherwise, under each Loan Document to which they are a party, (b) agrees and
acknowledges that such ratification and reaffirmation are not a condition to the continued
effectiveness of such Loan Documents, and (c) agrees that neither such ratification and
reaffirmation, nor the Agent’s or any Lender’s solicitation of such ratification and reaffirmation,
constitutes a course of dealing giving rise to any obligation or condition requiring a similar or
any other ratification or reaffirmation from the Company or such Guarantor with respect to any
subsequent modifications to the Credit Agreement or the other Loan Documents. The Credit Agreement
as amended hereby and each of the other Loan Documents shall remain in full force and effect and is
hereby ratified and confirmed. Neither the execution, delivery nor effectiveness of this Agreement
shall operate as a waiver of any right, power or remedy of the Agent or the Lenders, or of any
Default or Event of Default (whether or not known to the Agent or the Lenders), under any of the
Loan Documents, all of which rights, powers and remedies, with respect to any such Default or Event
of Default or otherwise, are hereby expressly reserved by the Agent and the Lenders. This
Agreement shall constitute a Loan Document for purposes of the Credit Agreement.



5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE PARTIES SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.



6. Agent’s Expenses. The Company hereby agrees to promptly reimburse the Agent for
all of the reasonable out-of-pocket expenses, including, without limitation, attorneys’ and
paralegals’ fees, it has heretofore or hereafter incurred or incurs in connection with the
preparation, negotiation and execution of this Agreement.



7. Counterparts. This Agreement may be executed in counterparts and all of which
together shall constitute one and the same agreement among the parties.



* * * *




 


8









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	CBIZ, INC.

 	 
	 	By:  	/s/ Ware Grove	 
	 	 	Name:  	Ware Grove	 
	 	 	Title:  	SVP, CFO	 
	 
	 	BANK OF AMERICA, N.A., as Agent

 	 
	 	By:  	/s/
Denise Jones 	 
	 	 	Name:  	Denise Jones 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender

and as the Issuing Bank

 	 
	 	By:  	/s/
Jonathan M. Phillips 	 
	 	 	Name:  	Jonathan M. Phillips 	 
	 	 	Title:  	Senior Vice President 	 



CBIZ First Amendment

Signature Page



 


 









 






	 	 	 	 	 
	 	HUNTINGTON NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/
Brian H. Gallagher 	 
	 	 	Name:  	Brian H. Gallagher 	 
	 	 	Title:  	Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/
Phillip R, Duryea 	 
	 	 	Name:  	Phillip R, Duryea 	 
	 	 	Title:  	Senior Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	KEYBANK NATIONAL
ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
Jeff Kalinowski 	 
	 	 	Name:  	Jeff Kalinowski 	 
	 	 	Title:  	Senior Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL
ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
Patrick McGraw 	 
	 	 	Name:  	Patrick McGraw 	 
	 	 	Title:  	Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By:  	/s/
Martin H. McGinty 	 
	 	 	Name:  	Martin H. McGinty 	 
	 	 	Title:  	Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL
ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
Joseph G. Moran 	 
	 	 	Name:  	Joseph G. Moran 	 
	 	 	Title:  	Senior Vice President 	 


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	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 NEW ENGLAND, LLC (FORMERLY
CBIZ ACQUISITION A, 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 ST. LOUIS, LLC

CBIZ ACCOUNTING, TAX & ADVISORY OF MINNESOTA, LLC (FORMERLY
CBIZ SK&B, LLC AND CBIZ BVKT, LLC)

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


CBIZ First Amendment

Signature Page



 


 









 







	 	 	 	 	 
	 	GUARANTORS (continued):


CBIZ ACCOUNTING, TAX & ADVISORY OF UTAH, LLC

CBIZ ACCOUNTING, TAX & ADVISORY, LLC

CBIZ BEATTY SATCHELL, LLC

CBIZ BENEFITS & INSURANCE SERVICES, INC.

CBIZ FAMILY OFFICE SERVICES, LLC (FORMERLY MAHONEY COHEN
FAMILY OFFICE SERVICES, LLC)

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 MEDICAL MANAGEMENT, INC.

CBIZ MEDICAL MANAGEMENT NORTHEAST, INC.

CBIZ MEDICAL MANAGEMENT PROFESSIONALS, INC.

CBIZ MMP OF TEXAS, LLC

CBIZ NETWORK SOLUTIONS, LLC

CBIZ NATIONAL TAX OFFICE, LLC (FORMERLY CBIZ UNCLAIMED
PROPERTY SERVICES, LLC)

CBIZ RETIREMENT CONSULTING, INC.

CBIZ SOUTHERN CALIFORNIA, LLC

CBIZ SPECIAL RISK INSURANCE SERVICES, INC.

CBIZ TECHNOLOGIES, LLC

CBIZ VALUATION GROUP, LLC

CBIZ FLEX, INC.

EFL ASSOCIATES OF COLORADO, INC.

EFL ASSOCIATES, INC.

EFL HOLDINGS, INC.

MHM RETIREMENT PLAN SOLUTIONS, LLC

MEDICAL MANAGEMENT SYSTEMS, INC.

TRIMED INDIANA, LLC

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


CBIZ First Amendment

Signature Page



 


 









 





	 	 	 	 	 
	 	GUARANTORS (continued):


CBIZ MHM, LLC

CBIZ NETWORK SOLUTIONS CANADA, INC.

CBIZ OPERATIONS, INC.

CBIZ WEST, INC.

CBIZ TAX AND ADVISORY OF NEBRASKA INC.

ONECBIZ, INC.

 	 
	 	By:  	/s/ Jerome P. Grisko, Jr. 	 
	 	 	Name:  	Jerome P. Grisko, Jr. 	 
	 	 	Title:  	President 	 



CBIZ First Amendment

Signature Page




 


 









 







Annex 1




Form of Restated Compliance Certificate (Exhibit C to Credit Agreement)




Attached.




 


 











 







EXHIBIT C




to Credit Agreement




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date: June 30, 2010  




To: Bank of America, N.A., as Agent



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of June 4, 2010 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among
CBIZ, Inc., a Delaware corporation (the “Company”), the Lenders from time to time party thereto,
and Bank of America, N.A., as Agent, Issuing Bank and Swing Line Bank. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.



The undersigned Responsible Officer hereby certifies as of the date hereof that he is the Chief
Financial Officer of the Company, and that, as such, he is authorized to execute and deliver this
Certificate to the Agent on the behalf of the Company, and that:



1. Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by
Section 7.01(b) of the Agreement for the fiscal quarter of the Company and its Subsidiaries ended
as of the above date. Such financial statements fairly present the financial condition, results of
operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to ordinary, good faith year-end audit adjustments. Also
attached hereto is a copy of the unaudited combined consolidated statements of income of the
Excluded Subsidiaries for the period commencing on the first day and ending on the last day of such
quarter, and in any case certified by the chief executive officer and chief financial officer as
fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit
adjustments), the financial position and the results of operations of the Excluded Subsidiaries.



2. Attached hereto as Schedule 2 is an updated Schedule 6.19 to the Credit Agreement setting forth
a complete and accurate list, as of the date of this Certificate, of the correct legal name and
jurisdiction of organization of each direct and indirect Subsidiary of the Company.



3. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period
covered by the attached financial statements.





 


 









 







4. A review of the activities of the Company during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period the
Company performed and observed all its Obligations under the Loan Documents, and to the best
knowledge of the undersigned during such fiscal period, no Default or Event of Default has occurred
under any of the Loan Documents.



5. The representations and warranties of the Company contained in Article VI of the Agreement, or
which are contained in any document furnished at any time under or in connection with the Loan
Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date.



6. The financial covenant analyses and information set forth on Schedule 3 attached hereto are true
and accurate on and as of the date of this Certificate.



IN WITNESS WHEREOF, the undersigned has executed this Certificate as of August 9, 2010.




	 	 	 	 	 
	 	CBIZ, INC.

 	 
	 	By:  	/s/ Ware Grove
 	 
	 	Name:  	Ware Grove 	 
	 	Title:  	Chief Financial Officer