GVHR » Topics » Second Amendment to Credit Agreement

This excerpt taken from the GVHR 8-K filed Dec 20, 2005.

Second Amendment to Credit Agreement


On December 16, 2005 the Company, its guarantor subsidiaries, and Bank of America, N.A. (the “Bank”) entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amends certain language and financial covenants in the Credit Agreement dated as of March 26, 2004 among Gevity, the subsidiary guarantors, and the Bank, as amended (the “Credit Agreement”) primarily to facilitate Gevity’s share repurchase program authorized by the Company’s board of directors on September 27, 2005. The amendment also eliminates certain references to the Company’s Series A convertible, redeemable preferred stock that was converted into common stock on May 19, 2004.


The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.3 hereto, to the First Amendment to the Credit Agreement, a copy of which was filed as Exhibit 10.7 to Gevity’s Current Report on Form 8-K filed on September 24, 2004, and to the Credit Agreement, a copy of which was filed as Exhibit 10.1 to Gevity’s Current Report on Form 8-K on April 9, 2004.


Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


(c)           On December 15, 2005, the Company and Roy C. King entered into an Offer Letter Agreement and an Employment Agreement by which the Company agreed to employ Mr. King, and he agreed to accept such employment, as the Company’s President and Chief Operating Officer. Mr. King assumed this position and began his employment with the Company as President and Chief Operating Officer on December 15, 2005.


Prior to joining Gevity, Mr. King served as President and Chief Executive Officer of Security Source, Inc. from August 2004 to April 2005. In January 2001, Mr. King was appointed Chief Executive Officer and President of Mercator Software, Inc. and was elected Chairman of its Board of Directors in March 2001, where he continued to serve in these positions until 2003. Mr. King served as President and Chief Executive Officer of Immedient Corporation during the year 2000, and served in various executive positions at IBM Corporation from 1993 to 2000. Prior to joining IBM, Mr. King was a Partner with Booz Allen & Hamilton, Inc. and KPMG Peat Marwick. He holds an MBA from the Harvard Business School and a BS in Industrial Engineering from Iowa State University. Mr. King is 52 years old.


Reference is made to Item 1.01 of this Current Report on Form 8-K for a description of the material terms of Mr King's Offer Letter Agreement and his Employment Agreement with the Company.





Item 9.01.

Financial Statements and Exhibits.






Exhibit No.



Offer Letter Agreement executed on December 15, 2005 between Gevity HR, Inc. and Roy C. King.


Employment Agreement effective as of December 15, 2005 between Gevity HR, Inc. and Roy C. King.


Second Amendment to Credit Agreement among Gevity HR, Inc. as the Borrower, the subsidiaries of the Borrower named therein as the Guarantors, and Bank of America, N.A. as the Lender, dated as of December 16, 2005.



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