EX-10.1






Exhibit 10.1




EXECUTED VERSION




     FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT



     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 4, 2009 (the
“Agreement”) is entered into among Gevity HR, Inc., a Florida corporation (the
“Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative
Agent. 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 Guarantors, the Lenders and the Administrative Agent entered into
that certain Amended and Restated Credit Agreement dated as of August 30, 2006 (as amended and
modified from time to time, the “Credit Agreement”);



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth
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. Clause (i) in the definition of “Change of Control” in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:




	 	(i)	 	except as hereinafter provided, any “person” or “group” (within
the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act)
shall have acquired beneficial ownership, directly or indirectly, of more than
20% of the outstanding Voting Stock of the Borrower provided,
however, that for the avoidance of doubt, the execution of any
agreement between the Borrower and any person or group that provides for the
merger or consolidation of the Borrower with or into such person or group, or
the merger or consolidation of any such person or group with or into Borrower,
including any voting agreement entered into in connection therewith, shall not
constitute a “Change of Control” until the time that such merger or
consolidation is consummated, or





     2. Conditions Precedent. This Agreement shall be effective upon receipt by the
Administrative Agent of counterparts of this Agreement duly executed by each of the Borrower, the
Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent.



     3. Miscellaneous.




     (a) The Credit Agreement and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in full force
and effect according to their terms.




     (b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of
this Agreement, (b) affirms all of its obligations under the Loan Documents and (c) agrees
that this Agreement and all documents executed in connection herewith do not operate to
reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.



 









 






     (c) The Borrower and the Guarantors hereby represent and warrant as follows:




     (i) Each Loan Party 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 Loan Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and (B)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).




     (iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Agreement.




     (d) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement
and in each other Loan Document are true and correct in all material respects as of the date
hereof after giving effect to this Agreement 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 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 pdf
shall be effective as an original.




     (f) The Loan Parties hereby release the Administrative Agent, the Lenders and each of
their respective officers, employees, representatives, agents, trustees, counsel and
directors (collectively, the “Released Persons”) from any and all actions, causes of
action, claims, demands, damages and liabilities of whatever kind or nature, in law or in
equity, now known or unknown, suspected or unsuspected to the extent that any of the
foregoing is in any way related to or connected with the transactions reflected in the
Loan Documents and arises on or prior to the date hereof.




     (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



[Signature pages follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	GEVITY HR, INC.,	 	 
	 	 	a Florida corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Senior Vice President, Chief Legal Officer






	 	 	 
	GUARANTORS:

	 	GEVITY HR, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR II, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR III, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR IV, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR V, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR VI, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR VII, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR VIII, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR IX, L.P.,
	 

	 	a Delaware limited partnership
	 

	 	GEVITY HR X, L.P.,
	 

	 	a Delaware limited partnership






	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Staff Leasing, LLC its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 	 	 
	 

	 	 	 	Name:
	 	Edwin E. Hightower, Jr.	 	 	 	 
	 	 	 	 	Title:	 	Senior Vice President, Chief Legal Officer






	 	 	 	 	 	 	 
	 	 	GEVITY HR XI, LLC,	 	 
	 	 	a New Mexico limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Senior Vice President, Chief Legal Officer






 









 






	 	 	 	 	 	 	 
	 	 	GEVITY HR XII Corp.,	 	 
	 	 	a Florida corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Senior Vice President, Chief Legal Officer






	 	 	 	 	 	 	 
	 	 	GEVITY XIV, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Senior Vice President, Chief Legal Officer






	 	 	 	 	 	 	 
	 	 	STAFF LEASING, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Senior Vice President, Chief Legal Officer






	 	 	 	 	 	 	 
	 	 	GEVITY INSURANCE AGENCY, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin E. Hightower, Jr.
 

	 	 
	 	 	Name: Edwin E. Hightower, Jr.	 	 
	 	 	Title: Secretary






 









 






	 	 	 	 	 	 	 
	ADMINISTRATIVE
	 	 	 	 	 	 
	AGENT:	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anne M. Zeschke
 

	 	 
	 	 	Name: Anne M. Zeschke	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	LENDER:	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as a Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cameron S. Cardozo
 

	 	 
	 	 	Name: Cameron S. Cardozo	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Valerie Clark
 

	 	 
	 	 	Name: Valerie Clark	 	 
	 	 	Title: Senior Vice President