Exhibit 10.8.2
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. AND AJG FINANCIAL SERVICES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
▇▇▇▇▇▇ Trust and Savings Bank Citibank, N.A.
Chicago, Illinois New York, New York
Bank of America, N.A. LaSalle Bank National Association
Chicago, Illinois Chicago, Illinois
The Northern Trust Company
Chicago, Illinois
Ladies and Gentlemen:
This Second Amendment to Credit Agreement dated as of May 31, 2001 (herein,
the "Amendment") is entered into by and between the undersigned, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ & Co, a Delaware corporation ("Gallagher"), AJG Financial Services,
Inc., a Delaware corporation ("AJG"; ▇▇▇▇▇▇▇▇▇ and AJG being referred to herein
collectively as the "Borrowers" and individually as a "Borrower"), Citibank,
N.A., Bank of America, N.A., LaSalle Bank National Association, The Northern
Trust Company and ▇▇▇▇▇▇ Trust and Savings Bank, individually and as Agent (the
"Agent"). Reference is hereby made to that certain Credit Agreement dated as of
September 11, 2000, as amended (the "Credit Agreement"), between the Borrowers,
the Banks and the Agent. All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
WHEREAS, the Borrowers desire to amend the Credit Agreement to increase the
letter of credit sublimit thereunder by $25,000,000; and
NOW, THEREFORE, the Borrowers have requested that the Banks amend the
Credit Agreement to increase the letter of credit sublimit and make certain
other amendments thereto, and the Banks are willing to do so under the terms and
conditions set forth in this Amendment.
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.2 of the Credit Agreement shall be amended and restated
in its entirety as follows:
The Short-Term Revolving Credit Commitments. Subject to the terms
and conditions hereof, each Bank, by its acceptance hereof, severally
agrees to make a loan or loans (individually a "Short-Term Revolving
Loan" and collectively "Short-Term Revolving Loans") to either
Borrower from time to time on a
revolving basis in U.S. Dollars and Alternative Currencies in an
aggregate outstanding Original Dollar Amount up to the amount of its
short-term revolving credit commitment set forth on the applicable
signature page hereof (its "Short-Term Revolving Credit Commitment"
and, cumulatively for all the Banks, the "Short-Term Revolving Credit
Commitments"), subject to any reductions thereof pursuant to the terms
hereof, on or after the Effective Date and before the Short-Term
Revolving Credit Termination Date; provided, however, that the
Short-Term Revolving Credit Commitments may not be utilized by the
Borrowers unless and until the Revolving Credit Commitments have been
fully drawn upon and are outstanding as Revolving Loans and/or L/C
Obligations. Neither the Original Dollar Amount nor the U.S. Dollar
Equivalent of the aggregate principal amount of all Short-Term
Revolving Loans, all Short-Term Swing Loans, the L/C Obligations
outstanding as part of the Short-Term Revolving Credit and all Bid
Loans shall exceed the Short-Term Revolving Credit Commitments in
effect at such time. Each Borrowing of Short-Term Revolving Loans
shall be made ratably from the Banks in proportion to their respective
Percentages. As provided in Section 1.6(a) hereof, the relevant
Borrower may elect that each Borrowing of Short-Term Revolving Loans
denominated in U.S. Dollars be either Domestic Rate Loans or
Eurocurrency Loans; provided that neither the Original Dollar Amount
nor the U.S. Dollar Equivalent of the aggregate principal amount of
all Eurocurrency Loans (whether Revolving Loans or Short-Term
Revolving Loans) shall exceed $50,000,000. All Short-Term Revolving
Loans denominated in an Alternative Currency shall be Eurocurrency
Loans. Short-Term Revolving Loans may be repaid and the principal
amount thereof reborrowed before the Short-Term Revolving Credit
Termination Date, subject to all the terms and conditions hereof.
1.2. Subsection (a) of Section 1.3 of the Credit Agreement shall be
amended and restated in its entirety as follows:
(a) General Terms. Subject to the terms and conditions hereof, as
part of, the Revolving Credit and up to $25,000,000 of the Short-Term
Revolving Credit, the Agent shall issue standby or commercial letters
of credit (each a "Letter of Credit") for the account of either
Borrower in U.S. Dollars or in an Alternate Currency; provided that
(i) the aggregate Original Dollar Amount of the L/C Obligations at any
time outstanding shall not exceed the L/C Commitment, (ii) the
aggregate Original Dollar Amount of the L/C Obligations at any time
outstanding under the Revolving Credit shall not exceed the difference
between the Revolving
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Credit Commitments in effect at such time and the aggregate Original
Dollar Amount of all Revolving Loans and all Revolving Swing Loans
then outstanding, (iii) the aggregate Original Dollar Amount of the
L/C Obligations at any time outstanding under the Short-Term Revolving
Credit shall not exceed the difference between the Short-Term
Revolving Credit Commitments in effect at such time and the sum of the
aggregate Original Dollar Amount of all Short-Term Revolving Loans
plus all Short-Term Swing Loans plus all Bid Loans, and (iv) the
Letters of Credit shall be deemed first issued under the Revolving
Credit up to the aggregate amount of the Revolving Credit Commitments
then in effect, and then under the Short-Term Revolving Credit to the
extent of availability under the remaining L/C Commitment.
Notwithstanding anything herein to the contrary, the Existing L/Cs
(all of which are listed and described on Schedule 1.3(a) hereto)
shall each constitute a "Letter of Credit" herein for all purposes of
the Agreement to the same extent, and with the same force and effect,
as if such Existing L/Cs had been issued at the request of a Borrower
under the Revolving Credit hereunder. Each Letter of Credit shall be
issued by the Agent in the manner described above, but each Bank shall
be obligated to reimburse the Agent for its Percentage of the amount
of each drawing thereunder and, accordingly, the undrawn face amount
of each Letter of Credit shall constitute usage of the Revolving
Credit Commitment and the Short-Term Revolving Credit Commitment, as
applicable, of each Bank pro rata in accordance with each Bank's
Percentage.
1.3. Section 4.7 of the Credit Agreement shall be amended and restated
in its entirety as follows:
Commitment Terminations. The Borrowers shall have the right at
any time and from time to time, upon five Business Days' prior written
notice to the Agent, to terminate the Revolving Credit Commitments and
the Short-Term Revolving Credit Commitments without premium or
penalty, in whole or in part, any partial termination to be (i) in an
amount not less than $5,000,000, and (ii) allocated ratably among the
Banks in proportion to their respective Percentages of the relevant
Credit, provided that (v) the Revolving Credit Commitments may not be
terminated in whole before the termination of the Short-Term Revolving
Credit Commitments, (w) the Revolving Credit Commitments may not be
reduced to an amount less than the sum of the Original Dollar Amount
of all Revolving Loans, all Revolving Swing Loans and all L/C
Obligations issued and outstanding as part of the Revolving Credit
then outstanding, (x) any reduction of the Revolving Credit
Commitments or the Short-Term Revolving Credit Commitments
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shall automatically reduce the L/C Commitment by a like amount, (y)
any reduction of the Revolving Credit Commitments to an amount less
than the Swing Line Commitment shall automatically reduce the Swing
Line Commitment to such amount as well and (z) the Short-Term
Revolving Credit Commitments may not be reduced to an amount less than
the Original Dollar Amount of all Short-Term Revolving Loans, all
Short-Term Swing Loans, all L/C Obligations issued and outstanding as
part of the Short-Term Revolving Credit and all Bid Loans then
outstanding. The Borrowers shall have the right at any time and from
time to time, by notice to the Agent, to terminate the L/C Commitment
without premium or penalty, in whole or in part. Any such termination
of the L/C Commitment shall not reduce the Revolving Credit
Commitments or the Short-Term Revolving Credit Commitments unless the
Borrowers elect to do so in the manner provided in the preceding
sentence. The Agent shall give prompt notice to each Bank of any such
termination of Commitments. Any termination of Commitments pursuant to
this Section 4.7 may not be reinstated.
1.4. Subparagraphs (d) and (e) of Section 8.2 of the Credit Agreement
shall be amended and restated in their entirety as follows:
(d) After giving effect to such Credit Event, the aggregate
Original Dollar Amount of Revolving Loans, Revolving Swing Loans and
L/C Obligations outstanding as part of the Revolving Credit then
outstanding shall not exceed the Revolving Credit Commitments;
(e) After giving effect to such Credit Event, the aggregate
Original Dollar Amount of Short-Term Revolving Loans, Short-Term Swing
Loans, L/C Obligations outstanding as part of the Short-Term Revolving
Credit and Bid Loans then outstanding shall not exceed the Short-Term
Revolving Credit Commitments; and
1.5. The definitions of "L/C Commitment" and "Percentage" appearing in
Section 6.1 of the Credit Agreement shall be amended and restated in their
entirety to read as follows:
"L/C Commitment" means $75,000,000, as reduced pursuant to the terms
hereof, of which (1) up to $50,000,000 may be issued under the
Revolving Credit and (2) up to $25,000,000 may be issued under the
Short-Term Revolving Credit, as applicable.
"Percentage" means, for each Bank, (a) with respect to the Revolving
Credit, the percentage of the Revolving Credit
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Commitments represented by such Bank's Revolving Credit Commitment or,
if the Revolving Credit Commitments have been terminated, the
percentage held by such Bank (including through participation
interests in L/C Obligations outstanding under the Revolving Credit
and Swing Loans) of the aggregate principal amount of all Revolving
Loans, Swing Loans and L/C Obligations outstanding under the Revolving
Credit then outstanding and (b) with respect to the Short-Term
Revolving Credit, the percentage of the Short-Term Revolving Credit
Commitments represented by such Bank's Short-Term Revolving Credit
Commitment or, if the Short-Term Revolving Credit Commitments have
been terminated, the percentage held by such Bank (including through
participation interests in the L/C Obligations outstanding under the
Short-Term Revolving Credit and Short-Term Swing Loans) of the
aggregate principal amount of all Short-Term Revolving Loans,
Short-Term Swing Loans outstanding under the Short-Term Revolving
Credit and L/C Obligations then outstanding.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.1. The Borrowers and the Banks shall have executed and delivered
this Amendment.
2.2. The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the extent
the Agent or its counsel may reasonably request.
2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Agent and the Banks to execute and deliver this
Amendment, the Borrowers hereby represent to the Agent and the Banks that as of
the date hereof the representations and warranties set forth in Section 7 of the
Credit Agreement are and shall be and remain true and correct (except that the
representations contained in Section 7.5 shall be deemed to refer to the most
recent financial statements of the Borrowers delivered to the Agent and the
Banks) and the Borrowers are in compliance with the terms and conditions of the
Credit Agreement and no Default or Event of Default has occurred and is
continuing under the Credit Agreement or shall result after giving effect to
this Amendment.
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SECTION 4. MISCELLANEOUS.
4.1. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
4.2. The Borrowers agree to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Agent.
4.3. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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This Second Amendment to Credit Agreement is entered into as of the date
and year first above written.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO.
By
Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President/Treasurer
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AJG FINANCIAL SERVICES, INC.
By
Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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Accepted and agreed to.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ ▇▇▇▇▇ ▇▇▇▇▇, III
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Name: ▇▇▇▇▇ ▇▇▇▇▇ III
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Title: Vice President
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CITIBANK, N.A.
By /s/ ▇▇▇▇▇ ▇. Dodge
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Name: ▇▇▇▇▇ ▇. Dodge
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Title: Managing Director
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BANK OF AMERICA, N.A.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Managing Director
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LASALLE BANK NATIONAL ASSOCIATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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THE NORTHERN TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Second Vice President
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