EXHIBIT 10.8.3
ARTHUR J. GALLAGHER & CO. AND AJG FINANCIAL SERVICES, INC.
THIRD AMENDMENT TO CREDIT AGREEMENT
Harris 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 Third Amendment to Credit Agreement dated as of September 7, 2001
(herein, the "Amendment") is entered into by and between the undersigned, Arthur
J. Gallagher & Co, a Delaware corporation ("Gallagher"), AJG Financial Services,
Inc., a Delaware corporation ("AJG"; Gallagher 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 Harris 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, between the Borrowers, the Banks and the Agent
(the "Credit Agreement"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
The Borrowers desire to extend the Short-Term Revolving Credit
Termination Date and make certain other amendments to the Credit Agreement, 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. The definition of the term "Applicable Margin" appearing
in Section 6.1 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:
" "Applicable Margin", with respect to Eurocurrency Loans,
Domestic Rate Loans, and the facility fee payable pursuant to
Section 4.1(a) hereof, means the following:
Applicable Margin for Eurocurrency Loans under the 0.40%
Revolving Credit:
Applicable Margin for Eurocurrency Loans under the 0.40%
Short-Term Revolving Credit:
Applicable Margin for Domestic Rate Loans under the 0.00%
Revolving Credit:
Applicable Margin for Domestic Rate Loans under the 0.00%
Short-Term Revolving Credit:
Applicable Margin for facility fee under the 0.10%
Revolving Credit:
Applicable Margin for facility fee under the 0.10%"
Short-Term Revolving Credit:
1.2. The definition of the term "Percentage" appearing
in Section 6.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
" "Percentage" means, for each Bank, (a) with respect to the
Revolving Credit, the percentage of the Revolving Credit
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 Revolving Swing
Loans) of the aggregate principal amount of all Revolving
Loans, Revolving 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 and
L/C Obligations outstanding under the Short-Term Revolving
Credit then outstanding."
1.3. The definition of the term "Short-Term Revolving Credit
Termination Date" appearing in Section 6.1 of the Credit Agreement shall
be amended and restated in its entirety to read as follows:
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""Short-Term Revolving Credit Termination Date" means September 8,
2002, subject to any extension of such date pursuant to Section 5.2(b)
hereof."
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 Borrowers shall have paid to the Agent, for the ratable
benefit of the Banks, an amendment fee in the amount of $25,000.
2.3. 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.
2.4. 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.
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.
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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.
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This Third Amendment to Credit Agreement is entered into as of the date and
year first above written.
ARTHUR J. GALLAGHER & CO.
By /s/ Jack H. Lazzaro
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Name: Jack H. Lazzaro
Title: Vice President - Treasurer
AJG FINANCIAL SERVICES, INC.
By /s/ Jack H. Lazzaro
-------------------------------------------
Name: Jack H. Lazzaro
Title: Vice President - CFO
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Accepted and agreed to.
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ M. James Barry, III
-----------------------------
Name M. James Barry, III
Title Vice President
CITIBANK, N.A.
By /s/ Stephen P. Zwick
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Name Stephen P. Zwick
Title Vice President
BANK OF AMERICA, N.A.
By /s/ Mehul Mehta
-----------------------------
Name Mehul Mehta
Title Vice President
LASALLE BANK NATIONAL ASSOCIATION
By /s/ Kyle Freimuth
-----------------------------
Name Kyle Freimuth
Title Vice President
THE NORTHERN TRUST COMPANY
By /s/ Nicole D. Boehm
-----------------------------
Name Nicole D. Boehm
Title Second Vice President
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