Exhibit 10.35
FIRST AMENDMENT TO CREDIT AGREEMENT
To Each of the Lenders Signatory Hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
January 31, 1997 (the "CREDIT AGREEMENT"), between the undersigned, HA-LO
Industries, Inc., an Illinois corporation (the "COMPANY"), American National
Bank and Trust Company of Chicago, as agent for the Lenders (the "AGENT"), and
you (the "LENDERS"). All capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.
The Company has requested that the Lenders amend Sections 1.1
(Revolving Credit), 7.11 (Indebtedness for Borrowed Money), 7.13 (Investment,
Acquisitions, Loans, Advances and Guaranties) and 9.1 (Definitions) and Schedule
5.2 (Subsidiaries) and add an additional covenant, and the Lenders are willing
to do so on the terms and conditions set forth in this First Amendment.
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:
(a) Section 1.1 of the Credit Agreement shall be amended by
deleting the second sentence thereof and inserting in its place the
following sentence:
"The Revolving Credit, subject to all of the terms
and conditions hereof, may be utilized by the Company in the
form of Revolving Loans and Letters of Credit, all as more
fully hereinafter set forth; PROVIDED, HOWEVER, that the
aggregate principal amount of the Revolving Loans and L/C
Obligations outstanding at any one time shall not at any time
exceed the lesser of: (i) the Revolving Credit Commitments
then in effect and (ii) the Available Amount as then
determined and computed in accordance with Section 7.19
hereof."
(b) Section 7.11 of the Credit Agreement shall be amended by
(i) deleting the word "and" at the end of subsection (f) thereof and
subsection (g) thereof and (ii) inserting in their places the following
subsections (g) and (h):
"(g) the Canadian Subsidiaries Indebtedness; and
(h) other unsecured indebtedness of the Company and
its Subsidiaries in an aggregate amount not to exceed $500,000
at any one time outstanding."
(c) Section 7.13 of the Credit Agreement shall be amended by
(i) deleting the word "and" at the end of subsection (h) thereof and
subsection (i) thereof and (ii) inserting in their places the following
subsections (i) and (j):
"(i) the guaranty by the Company and its Subsidiaries
of the Canadian Subsidiaries Indebtedness upon the terms and
conditions satisfactory to the Agent; and
(j) other investments, loans and advances in
addition to these otherwise permitted by this Section in an
aggregate amount not to exceed $2,000,000 at any one time
outstanding."
(d) The Credit Agreement shall be amended by inserting the
following new Section 7.19 at the end of Section 7.18:
"SECTION 7.19. CANADIAN SUBSIDIARIES INDEBTEDNESS
RESERVE AGAINST COMMITMENT AVAILABILITY. As soon as available,
and in any event within five (5) Business Days after the last
day of each calendar quarter, the Company shall execute and
deliver to the Agent a written certificate (in form and
substance satisfactory to the Agent) showing (a) the aggregate
maximum amount of credit (whether or not in use) available
under the Canadian Subsidiaries Indebtedness (such amount to
be stated in Canadian Dollars) as of the last day of the
calendar quarter then ended and (b) the U.S. dollar equivalent
of the amount described in subsection (a) above (for purposes
of this determination, the Company shall show the U.S. dollar
equivalent of such amount by reference to the spot market
exchange rate for Canadian Dollars as of the close of business
on such day or, if the last day of such calendar quarter is
not a day on which U.S. commercial banks and foreign exchange
markets settle such currency payments, on the next preceding
business day). From and after the date of the Agent's receipt
of such certificate, the amount available to the Company under
the Revolving Credit shall be reduced by an amount equal to
the U.S. dollar equivalent of the amount determined in
accordance with subsection (b) above (as so reduced from time
to time, the "AVAILABLE AMOUNT"), such that the sum of the
aggregate principal amount of the Revolving Loans and of L/C
Obligations at any time outstanding during such period plus
the U.S. dollar equivalent of the amount determined in
accordance with subsection (b) above shall not at any time
exceed the Revolving Credit Commitments in effect at such
time. In the event that the sum of the aggregate
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principal amount of the Revolving Loans and of L/C Obligations
at any time outstanding during such period plus the aggregate
U.S. dollar equivalent of the amount determined in accordance
with subsection (b) above shall ever exceed the Revolving
Credit Commitments in effect at such time, the Company shall
immediately without notice or demand pay over the amount of
the excess to the Lenders as and for a mandatory prepayment of
the Revolving Loans and, if necessary, as a prefunding of
Letters of Credit. Unless the Company otherwise directs,
prepayments of principal under this Section 7.19 shall be
applied first to the Base Rate Portion until payment in full
thereof with any balance applied to the LIBOR Portions in the
order in which their Interest Periods expire. The reduction in
the amount available to the Company under the Revolving Credit
pursuant to this Section 7.19 shall be recomputed upon the
Agent's receipt of each written certificate delivered pursuant
to the first sentence hereof and such reduction shall continue
in effect until the effectiveness of the next redetermination
thereof. Any determination by the Agent of the reduction in
the amount available to the Company under the Revolving Credit
hereunder shall be conclusive and binding upon the Company and
the Lenders provided that it has been made reasonably and in
good faith."
(e) Section 8.1 of the Credit Agreement shall be amended by
deleting subsection (b) thereof and inserting in its place the
following:
"(b) default in the observance or performance of any
covenant set forth in Sections 7.5, 7.7, 7.8, 7.9, 7.10, 7.11,
7.12, 7.13, 7.14, 7.15 or 7.19 hereof;"
(f) Section 9.1 of the Credit Agreement shall be amended by
inserting the following definitions in a proper alphabetical order:
""AVAILABLE AMOUNT " is defined in Section 7.19."
""CANADIAN SUBSIDIARIES INDEBTEDNESS" means
indebtedness of Creadis Group, Inc., a corporation organized
and existing under the laws of the province of Ontario,
Canada, and ▇▇▇▇▇▇ Marketing, Inc. a corporation organized and
existing under the laws of the province of Ontario, Canada,
under a line of credit up to the aggregate principal amount of
Canadian $2,000,000 made available by First Chicago NBD Bank,
Canada to such corporations."
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(g) Schedule 5.2 of the Credit Agreement shall be amended to
read as Exhibit A attached hereto.
2. CONDITIONS PRECEDENT.
The effectiveness of this First Amendment is subject to the
satisfaction of all of the following conditions precedent:
(a) The Company, the Agent and the Required Lenders shall have
executed and delivered this First Amendment.
(b) Legal matters incident to the execution and delivery of
this First Amendment shall be satisfactory to the Agent and its
counsel.
3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this First
Amendment, the Company hereby represents to the Lenders that as of the date
hereof, and after giving effect to this First Amendment, the representations and
warranties set forth in Section 5 of the Credit Agreement are and shall be and
remain true and correct (except that the representations contained in Section
5.5 shall be deemed to refer to the most recent financial statements of the
Company delivered to the Lenders) and the Company is in full compliance with all
of 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 First Amendment.
4. MISCELLANEOUS.
(a) 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 First 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.
(b) The Company agrees 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 First Amendment, including the fees and expenses of counsel
for the Agent.
(c) This First 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 First Amendment by signing any such counterpart
and each of such counterparts shall for all purposes be deemed to be an
original. This First Amendment shall be governed by the internal laws of the
State of Illinois.
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Dated as of August 8, 1997.
HA-LO INDUSTRIES, INC.
By
Its
Accepted and agreed to as of the date and year last above written.
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, individually and as0
Agent
By
Its
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By
Its
COMERICA BANK
By
Its
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EXHIBIT A
FIRST AMENDMENT TO CREDIT AGREEMENT
SCHEDULE 5.2
SUBSIDIARIES
NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & White, Inc. Illinois 100%
HA-LO Sports, Inc. Illinois 100%
Market U.S.A., Inc. Illinois 100%
Creative Concepts in Advertising, Inc. Michigan 100%
Creadis Group, Inc. Onatrio 100%
▇▇▇▇▇▇ Marketing, Inc. Onatrio 100%
