Exhibit 10.8.1
Arthur J. Gallagher & Co. and AJG Financial Services, Inc.
First 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 First Amendment to Credit Agreement dated as of November 10, 2000
(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 (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.
The Borrowers have requested that the Banks amend the financial reporting
requirements, 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. Subsections (a) and (b) of Section 9.5 of the Credit Agreement
shall be amended and restated in their entirety to read as follows:
"(a) as soon as available, and in any event within 45 days
after the close of each fiscal quarter accounting period of Gallagher,
a copy of the consolidated balance sheet of each Borrower and its
Subsidiaries as of the last day of such period and the consolidated
statements of income, retained earnings and cash flows of each
Borrower and its Subsidiaries for the fiscal quarter and for the
fiscal year-to-date period then ended, each in reasonable detail
showing in comparative form the figures for the corresponding date and
period in the previous fiscal year, prepared by each Borrower in
accordance with GAAP and certified to by its President or Chief
Financial Officer;
(b) as soon as available, and in any event within 90 days after
the close of each annual accounting period of Gallagher, a copy of the
consolidated balance sheet of Gallagher and its Subsidiaries as of the
last day of the period then ended and the consolidated statements of
income, retained earnings and cash flows of Gallagher and its
Subsidiaries for the period then ended, and accompanying notes
thereto, each in reasonable detail showing in comparative form the
figures for the previous fiscal year, accompanied by an unqualified
opinion thereon of Ernst & Young LLP or another firm of independent
public accountants of recognized national standing, selected by
Gallagher and satisfactory to the Required Banks, to the effect that
the financial statements have been prepared in accordance with GAAP
and present fairly in accordance with GAAP the consolidated financial
condition of Gallagher and its Subsidiaries as of the close of such
fiscal year and the results of their operations and cash flows for the
fiscal year then ended and that an examination of such accounts in
connection with such financial statements has been made in accordance
with generally accepted auditing standards and, accordingly, such
examination included such tests of the accounting records and such
other auditing procedures as were considered necessary in the
circumstances;"
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 Required 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
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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.
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.
This Amendment is entered into as of the date and year first above written.
Arthur J. Gallagher & Co.
By
Name:______________________________________
Title:_____________________________________
AJG Financial Services, Inc.
By
Name:______________________________________
Title:_____________________________________
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Accepted and agreed to.
Harris Trust and Savings Bank,
individually and as Agent
By
Name______________________________
Title_____________________________
Citibank, N.A.
By
Name______________________________
Title_____________________________
Bank of America, N.A.
By
Name______________________________
Title_____________________________
LaSalle Bank National Association
By
Name______________________________
Title_____________________________
The Northern Trust Company
By
Name______________________________
Title_____________________________
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