REVOLVER INCREASE AND EXTENSION AGREEMENT
Exhibit 10.2
REVOLVER INCREASE AND EXTENSION AGREEMENT
THIS REVOLVER INCREASE AND EXTENSION AGREEMENT, dated as of the 18th day of July, 2003 (this “Agreement”), is made among HILB, XXXXX AND XXXXXXXX COMPANY, a Virginia corporation (the “Borrower”), the Revolving Lenders (as defined in the Credit Agreement described below), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Administrative Agent”).
RECITALS
A.
The Borrower, the Administrative Agent and the Revolving Lenders are parties to a Second Amended and Restated Credit Agreement, dated as of July 1, 2002, as amended by a First Amendment to Credit Agreement, dated as of July 16, 2003 (as further amended, the “Credit Agreement”), providing for the availability of a credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.
B.
The Borrower and its Subsidiaries desire to (i) increase the aggregate Revolving Credit Commitments from $100,000,000 to $130,000,000 and (ii) extend the Revolving Credit Maturity Date to December 31, 2006.
C.
The Revolving Lenders are willing to effect such increase and extension upon the terms and subject to the conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
EXTENSION OF REVOLVING CREDIT MATURITY DATE
Pursuant to Section 2.1(c)(ii) of the Credit Agreement, the Revolving Credit Maturity Date is hereby extended to December 31, 2006. The Administrative Agent and the Revolving Lenders hereby waive any applicable notice provisions set forth in Section 2.1(c)(ii) of the Credit Agreement and agree that such extension shall be effective pursuant to the terms thereof.
ARTICLE II
REVOLVER INCREASE
2.1
Revolver Increase. Pursuant to Section 2.20 of the Credit Agreement, the Borrower and the Revolving Lenders agree to effect a Revolver Increase to $130,000,000.
2.2
Application of Revolver Increase. The Revolver Increase shall be applied to increase the Revolving Credit Commitments of (i) Wachovia Bank, National Association (which Revolving Credit Commitment shall be increased from $20,123,109.35 to $29,000,000), (ii) Bank of America, N.A. (which Revolving Credit Commitment shall be increased from $20,123,109.35 to $29,000,000), (iii) PNC Bank, National Association (which Revolving Credit Commitment shall be increased from $20,123,109.35 to $29,000,000), (iv) SunTrust Bank (which Revolving Credit Commitment shall be increased from $15,625,000 to $24,250,000), and (v) Branch Banking and Trust Company (which Revolving Credit Commitment shall be increased from $6,250,000 to $12,500,000). The Revolving Credit Commitment of Comerica Bank shall remain unchanged at $6,250,000. The Revolving Credit Commitment of Fleet National Bank (the “Withdrawing Revolving Lender”) shall be reduced from $11,505,671.95 to $0.
2.3
Execution of Notes. The Borrower shall execute and deliver to each Revolving Lender (other than the Withdrawing Revolving Lender) a new Revolving Note evidencing such Revolving Lender’s new Revolving Credit Commitment, as described in Section 2.2 above.
2.4
Release; Representations. On the effective date of this Agreement, the Withdrawing Revolving Lender shall relinquish its rights as a Revolving Lender under the Credit Agreement and the other Credit Documents (other than such rights relating to indemnification to the extent such rights relate to the time prior to the reduction of its Revolving Credit Commitment), and be released from its obligations as a Revolving Lender under the Credit Agreement and the other Credit Documents. The Withdrawing Revolving Lender hereby (i) represents and warrants to the Administrative Agent and the other Revolving Lenders that it is the legal and beneficial owner, free and clear of any adverse claim, of the Revolving Credit Commitments purported to be held by it prior to the effectiveness of this Agreement, and (ii) acknowledges that it shall receive no other fees or expenses relating to its Revolving Credit Commitment other than those actually received by such Revolving Lender prior to the date hereof.
ARTICLE III
EFFECTIVENESS
This Agreement shall become effective on the date when the last of the following conditions shall have been satisfied:
(a)
The Administrative Agent shall have received counterparts of this Agreement, duly executed by the Borrower, the Subsidiary Guarantors and the Revolving Lenders;
(b)
The First Amendment to Credit Agreement shall have become effective;
(c)
The Borrower shall have made a voluntary prepayment equal to the amount of the outstanding principal and interest with respect to the Tranche A Term Loans and such prepayment shall have been applied to satisfy the Tranche A Term Loans in full;
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(d)
The Borrower shall have paid to the Administrative Agent, for the account of each Revolving Lender, a fee equal to 0.25% of the Revolving Credit Commitment of such Revolving Lender after giving effect to this Agreement; and
(e)
The Borrower shall have paid all fees due under the Fee Letter, dated as of July 11, 2003, from the Administrative Agent and Wachovia Capital Markets, LLC to the Borrower.
ARTICLE IV
ACKNOWLEDGMENT
The Subsidiary Guarantors hereby acknowledge that the Borrower, the Administrative Agent and the Revolving Lenders have agreed, as provided herein, to extend the Revolving Credit Maturity Date and increase the Revolving Credit Commitments as provided herein. Each Subsidiary Guarantor hereby approves and consents to the transactions contemplated by this Amendment and agree that its obligations under the Subsidiary Guaranty and the other Credit Documents to which it is a party shall not be diminished as a result of the execution of this Agreement. This acknowledgement by the Subsidiary Guarantors is made and delivered to induce the Administrative Agent and the Lenders to enter into this Agreement, and the Subsidiary Guarantors acknowledge that the Administrative Agent and the Revolving Lenders would not enter into this Agreement in the absence of the acknowledgements contained herein.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:
5.1
Representations and Warranties. After giving effect to this Agreement, each of the representations and warranties of the Borrower contained in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the date hereof, with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects as of such date).
5.2
No Default. After giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.
ARTICLE VI
MISCELLANEOUS
6.1
Effect of Agreement. From and after the effective date of this Agreement, all references to the Credit Agreement set forth in any other Credit Document or other agreement or
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instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended by this Agreement and as may be further amended, modified, restated or supplemented from time to time. This Agreement is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its terms.
6.2
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to the conflicts of law provisions thereof).
6.3
Expenses. The Borrower agrees to pay upon demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents delivered in connection herewith.
6.4
Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.
6.5
Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.
6.6
Construction. The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.
6.7
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
HILB, XXXXX AND XXXXXXXX COMPANY
By:
/s/ Xxxxxxx Xxxxx
Title:
Senior Vice President, Chief Financial Officer and Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:
/s/ Xxxxxxx X. Xxxxx
Title:
Director
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For purposes of Article IV only:
HILB, XXXXX AND XXXXXXXX INVESTMENT COMPANY
HILB, XXXXX AND XXXXXXXX REALTY COMPANY
HILB, XXXXX AND XXXXXXXX SERVICES COMPANY
HILB, XXXXX AND XXXXXXXX COMPANY OF ALABAMA, INC.
BEIERSDOERFER, XXXXXXX & XXXXX, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF ARIZONA
HRH INSURANCE SERVICES OF THE COACHELLAVALLEY, INC.
HILB, XXXXX AND XXXXXXXX INSURANCE SERVICES
OF CENTRAL CALIFORNIA, INC.
XXXXXX & XXXXX INSURANCE AGENCY OF ORANGE COUNTY
HRH OF NORTHERN CALIFORNIA INSURANCE SERVICES, INC.
PROFESSIONAL PRACTICE INSURANCE BROKERS, INC.
HILB, XXXXX AND XXXXXXXX INSURANCE SERVICES
OF SAN DIEGO, INC.
ARIS/B&W INSURANCE SERVICES, INC.
SUMMIT RISK MANAGEMENT & INSURANCE SERVICES, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF DENVER
HILB, XXXXX AND XXXXXXXX COMPANY OF CONNECTICUT, LLC
THE MANAGING AGENCY GROUP, INC.
PREMIUM FUNDING ASSOCIATES, INC.
XXXXXX X. XXXXXX & ASSOCIATES, INC.
HILB, XXXXX AND XXXXXXXX COMPANY
OF GAINESVILLE, FLORIDA, INC.
XXXX INSURANCE GROUP, INC.
INSURANCE CONSULTANTS & ANALYSTS, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF XXXXXXX
XXXX, XXXXX AND XXXXXXXX COMPANY OF SARASOTA
HILB, XXXXX AND XXXXXXXX COMPANY OF SOUTH FLORIDA
HILB, XXXXX AND XXXXXXXX COMPANY OF TAMPA BAY, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF ATLANTA
HILB, XXXXX AND XXXXXXXX COMPANY OF GAINESVILLE, GEORGIA
HILB, XXXXX AND XXXXXXXX COMPANY OF SAVANNAH, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF ILLINOIS
XXXXXXX, XXXXXXXX & PRIEST, INC.
THE XXXXXX CORPORATION
THE XXXXXX AGENCY
THE XXXXXX CORPORATION OF NEW HAMPSHIRE
HILB, XXXXX AND XXXXXXXX COMPANY OF BALTIMORE
HILB, XXXXX AND XXXXXXXX COMPANY OF
METROPOLITAN WASHINGTON
HILB, XXXXX AND XXXXXXXX INSURANCE
AGENCY OF MASSACHUSETTS, LLC
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HILB, XXXXX AND XXXXXXXX COMPANY OF GRAND RAPIDS
HILB, XXXXX AND XXXXXXXX COMPANY OF PORT HURON
HRH INSURANCE SERVICES OF NEVADA, INC.
ASHURST PROCESSING AGENCY, INC.
XXXXXXXX LIFE ASSOCIATES, LLC
HILB, XXXXX AND XXXXXXXX COMPANY
OF NORTHERN NEW JERSEY, LLC
HRH CONSULTING GROUP, LLC
HILB, XXXXX AND XXXXXXXX COMPANY OF NEW YORK, LLC
KAMMSAC INTERNATIONAL, LLC
XXXXXX-XXXXXX HOLDINGS, LLC
PROPERTY OWNERS & MANAGERS PURCHASING GROUP, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF
UPSTATE NEW YORK, LLC
PROFESSIONAL PRACTICES INSURANCE BROKERS, INC. (SOUTHEAST)
BOAHC, INC. D/B/A XXXXXXXXX XXXXXXXX ASSOCIATES
BOAEB AGENCY, INC.
BOAFS AGENCY, INC.
MIDWEST PENSION SERVICES, INC.
BOAPC AGENCY, INC.
HILB, XXXXX AND XXXXXXXX COMPANY OF OKLAHOMA
HILB, XXXXX AND XXXXXXXX COMPANY OF OREGON
HILB, XXXXX AND XXXXXXXX COMPANY OF PHILADELPHIA, LLC
HILB, XXXXX AND XXXXXXXX COMPANY OF PITTSBURGH, LLC
HRH MERGER COMPANY
HILB, XXXXX AND XXXXXXXX COMPANY OF SAN XXXXXXX
XXXX, XXXXX AND XXXXXXXX COMPANY OF TEXAS
HILB, XXXXX AND XXXXXXXX COMPANY OF VIRGINIA
XXXXXXX X. XXXXX INSURANCE SERVICES, INC.
INTEGRATED RISK SOLUTIONS INSURANCE SERVICES, LLC
TLC XXXXX, LLC
WESTPORT FINANCIAL SERVICES, LLC
WESTPORT INSURANCE AGENCY, LLC
WESTPORT WORLDWIDE, LLC
WESTPORT INSURANCE BROKERAGE, LLC
STAFFING RISK SOLUTIONS, LLC
BAY TECHNOLOGY GROUP, LLC
XXXXX GROUP, INC. (OH)
XXXXX GROUP, INC. (MD)
XXXXX GROUP, INC. (MA)
XXXXX GROUP INVESTMENT ADVISORS, LLC
XXXXX GROUP LIMITED LIABILITY COMPANY
XXXXX GROUP, LLC
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XXXXX XXX CORP.
INTEGRATED RISK SOLUTIONS INSURANCE SERVICES, LLC
XXXXX GROUP INSURANCE BROKERS, LLC
XXXXX/OFJ ACQUISITION CORP.
X’XXXXX, XXXXXXXX & XXXXXX INSURANCE AGENCY, INC.
XXXXX GROUP (NY), LLC
XXXXXXX & COMPANY, LLC
XXXXX GROUP, INC. (TX)
HRH OF COLORADO MERGER COMPANY
XXXXXXX & COMPANY OF WYOMING, INC.
DOMINION SPECIALTY GROUP, INC.
By:
/s/ Xxxxxx X. Xxxxx
Title:
Senior Vice President, General Counsel and Secretary
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxxx Xxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
BRANCH BANKING AND TRUST COMPANY
By: /s/ X. Xxxxxxx Xxxx
Xxxxx: Senior Vice President
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
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