Exhibit 10.8.8
Xxxxxx X. Xxxxxxxxx & Co. and AJG Financial Services, Inc.
Eighth Amendment to Credit Agreement
Xxxxxx 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 Eighth Amendment to Credit Agreement dated as of August 29 , 2002
(herein, the "Amendment"), is entered into by and between the undersigned,
Xxxxxx X. Xxxxxxxxx & Co, a Delaware corporation ("Gallagher"), AJG Financial
Services, Inc., a Delaware corporation ("AJG"; Xxxxxxxxx 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 Xxxxxx 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 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 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:
""Short-Term Revolving Credit Termination Date" means September 7,
2003, 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. 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.
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 Eighth Amendment to Credit Agreement is entered into as of the date
and year first above written.
Xxxxxx X. Xxxxxxxxx & Co.
By /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: V.P. and Treasurer
AJG Financial Services, Inc.
By /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: CFO
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Accepted and agreed to.
Xxxxxx Trust and Savings Bank,
individually and as Agent
By /s/ Xxx X. Xxxxx
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Name Xxx X. Xxxxx
Title Vice President
Citibank, N.A.
By /s/ Xxxxx X. Xxxxxxxx
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Name Xxxxx X. Xxxxxxxx
Title Vice President
Bank of America, N.A.
By /s/ Xxxxx Xxxxx
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Name Xxxxx Xxxxx
Title Principal
Lasalle Bank National Association
By /s/ Xxxx Xxxxxxxx
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Name Xxxx Xxxxxxxx
Title Vice President
The Northern Trust Company
By /s/ Xxxx Xxxxxx
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Name Xxxx Xxxxxx
Title Second Vice President
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