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
February 25, 2000 (as amended, restated, supplemented and otherwise modified
from time to time, 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 increase the Revolving
Credit Commitments and the Lenders are willing to do so on the terms and
conditions set forth in this agreement (the "Amendment").
1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be amended as follows:
(l) The signature pages to the Credit Agreement shall be
amended by (i) (a) deleting the amount "$22,500,000" appearing under
the caption "Revolving Credit Commitment" and (b) deleting the
percentage "50%" appearing under the caption "Percentage", opposite
American National Bank and Trust Company of Chicago's signature and
inserting in its place the amount "$26,666,667" and the percentage
"53.3333334%", (ii) deleting the percentage "33.333%" appearing under
the caption "Percentage", opposite Xxxxxx Trust and Savings Bank's
signature and inserting in its place the percentage "30.00%", (iii) (a)
deleting the amount "$7,500,000" appearing under the caption "Revolving
Credit Commitment" and (b) deleting the percentage "16.667%" appearing
under the caption "Percentage", opposite Comerica Bank's signature and
inserting in its place the amount "$8,333,333" and the percentage
"16.6666667%", and (iv) deleting the amount "$45,000,000" appearing
under the caption "Aggregate Revolving Credit Commitments" after the
signatures of the Lenders and inserting in its place the amount
"50,000,000".
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1 The Company, the Agent and the Lenders shall have executed
and delivered this Amendment.
2.2 The Company shall have executed and delivered to each of
American National Bank and Trust Company of Chicago and Comerica Bank a
Revolving Credit Note in the form of Exhibit A hereto payable to the
order of such Lender in the principal amount of its Revolving Credit
Commitment in effect after giving effect to this Amendment.
2.3 Each Subsidiary of the Company party to the Guaranty shall
have executed and delivered the Guarantor's Acknowledgment in the form
attached hereto as Exhibit B.
3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Company hereby represents to the Lenders that as of the date hereof the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct and the Company is in 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 Amendment.
4. EQUALIZATION.
Anything contained in the Credit Agreement or in this Amendment to the
contrary notwithstanding, upon satisfactory completion of the conditions
precedent to the effectiveness of this Amendment as set forth above, there shall
be such purchases and sales of interests in the Revolving Loans, if any then
outstanding, as shall be necessary so that after giving effect thereto each
Lender holds its ratable share of the total of the Revolving Loans then
outstanding in accordance with its Percentage of the Revolving Credit
Commitments.
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.
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5.2 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.
Dated as of March __, 2000
HA-LO INDUSTRIES, INC.
By:____________________________
Name:__________________________
Title:___________________________
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Accepted and agreed to as of the date and year last above written.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, individually and as
Agent
By:______________________________________
Name:____________________________________
Title:___________________________________
XXXXXX TRUST AND SAVINGS BANK
By:______________________________________
Name:____________________________________
Title:___________________________________
COMERICA BANK
By:______________________________________
Name:____________________________________
Title:___________________________________
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