SUPERIOR CONSULTANT HOLDINGS CORP
1ST AMEND TO AMENDED & RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>7
<FILENAME>c61128ex10-29.txt
<DESCRIPTION>1ST AMEND TO AMENDED & RESTATED CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("First
Amendment") made and delivered as of the 26th day of October, 2000, by and
between SUPERIOR CONSULTANT HOLDINGS CORPORATION (the "Company"), and COMERICA
BANK (the "Bank").

                                   WITNESSETH

         WHEREAS, the Company and the Bank have previously entered into a
certain Amended and Restated Credit Agreement, dated as of September 12, 2000
(the "Credit Agreement"); and

         WHEREAS, the Bank and the Company desire to amend the Credit Agreement
to modify certain provisions of the Credit Agreement; and

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Company and the Bank agree as follows:

         1. The definition of "Borrowing Base" set forth in Section 1 of the
Credit Agreement is amended to read in its entirety as follows:

            "'Borrowing Base' shall mean as of any date of determination an
amount equal to sixty five percent (65%) of Company's Eligible Accounts, less an
amount equal to the Transition Loan Balance as of such date of determination."

         2. Subparagraph (a) of the definition of "Eligible Account" is amended
to change the reference to "one hundred twenty (120) days" to "ninety (90)
days".

         3. The Company hereby represents and warrants that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
this Amendment and any other documents and instruments required under this
Amendment or the Credit Agreement are within Company's corporate powers, have
been duly authorized, are not in contravention of law or the terms of Company's
Articles of Incorporation or Bylaws, and do not require the consent or approval
of any governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Credit Agreement,
will be valid and binding in accordance with their terms; (b) the continuing
representations and warranties of the Company set forth in Sections 6.1 through
6.17 of the Credit Agreement are, taking into account all waivers and consents
heretofore given by the Bank to the Company, true and correct on and as of the
date hereof with the same force and effect as made on and as of the date hereof;
and (c) no event of default, or condition or event which, with the giving of
notice or the running of time, or both, would constitute an event of default
under the Credit Agreement, has occurred and is continuing as of the date
hereof.



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         4. Except as expressly amended herein, the Credit Agreement shall
remain in full force and effect, and the Company hereby ratifies, confirms, and
agrees to be bound by the terms of the Credit Agreement as amended hereby.

         IN WITNESS WHEREOF, the Company and the Bank have caused this First
Amendment to be executed by their duly authorized officials as of the day and
year first written above.

                                        SUPERIOR CONSULTANT HOLDINGS CORPORATION


                                        By: /s/ JAMES T. HOUSE
                                           -------------------------------------

                                        Its: Vice President and Chief
                                             Financial Officer
                                            ------------------------------------


                                        COMERICA BANK

                                        By: /s/ NORMAN L. BIRD
                                           -------------------------------------

                                        Its: Vice President

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