EXHIBIT 10.8.4
ARTHUR J. GALLAGHER & CO. AND AJG FINANCIAL SERVICES, INC.
FOURTH 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 Fourth Amendment to Credit Agreement dated as of November 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 modify certain investment provisions contained in
Section 9.12 of the Credit Agreement 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 3 below, the Credit Agreement shall be and hereby is amended (effective
as of September 30, 2001) as follows:
1.1. Section 9.7 of the Credit Agreement shall be amended and restated
in its entirety to read as follows:
"Section 9.7. Net Worth. Gallagher shall not at any time permit its
Net Worth to be less than $275,000,000."
1.2. Section 9.12(i) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"(i) equity investments (including investments in preferred and common
stock) not exceeding $200,000,000 at any one time outstanding for the
Borrowers and their Subsidiaries in the aggregate;"
1.3. Section 9.12(j) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"(j) loans to employees not exceeding $15,000,000 at any one time
outstanding for the Borrowers and their Subsidiaries in the
aggregate;"
1.4. Section 9.12(l) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"(l) investments, guarantees and contingent obligations (other than
those which are permitted by subsections (a) through (k) above) not
exceeding $50,000,000 at any time outstanding for the Borrowers and
their Subsidiaries in the aggregate; and"
SECTION 2. WAIVER.
Upon the effectiveness of this Amendment, the Banks waive any Default or
Event of Default that existed prior to the effectiveness of this Amendment
which, after giving effect to the amendments and modifications effected by this
Amendment, no longer exist.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
3.1. The Borrowers and the Required Banks shall have executed and
delivered this Amendment.
3.2. The Borrowers shall have paid to the Agent, for the ratable
benefit of the Banks, an amendment fee in the amount of $150,000.
3.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.
Upon the satisfaction of the foregoing conditions precedent, this Amendment
shall take effect as of September 30, 2001.
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SECTION 4. 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 (other that those being
waived pursuant to Section 2 hereof) has occurred and is continuing under the
Credit Agreement or shall result after giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
5.1. 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.
5.2. 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.
5.3. 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 Fourth Amendment to Credit Agreement is entered into as of the date
and year first above written.
ARTHUR J. GALLAGHER & CO.
By
Name: /s/ Jack H. Lazzaro
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Title: /s/ Vice President - Treasurer
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AJG FINANCIAL SERVICES, INC.
By
Name: /s/ Jack H. Lazzaro
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Title: /s/ 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
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Name M. James Barry, III
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Title Vice President
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CITIBANK, N.A.
By /s/ Peter C. Bickford
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Name Peter C. Bickford
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Title Managing Director
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BANK OF AMERICA, N.A.
By /s/ Debra Basler
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Name Debra Basler
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Title Vice President
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LASALLE BANK NATIONAL ASSOCIATION
By /s/ Kyle Freimuth
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Name Kyle Freimuth
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Title Vice President
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THE NORTHERN TRUST COMPANY
By /s/ Nicole D. Boehm
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Name Nicole D. Boehm
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Title Second Vice President
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