Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 27th day of
June, 2000 (this "Amendment"), is made among HILB, ROGAL AND HAMILTON COMPANY, a
Virginia corporation (the "Borrower"), the banks and financial institutions
listed on the signature pages thereof or that became parties thereto after the
date thereof (collectively the "Lenders"), and FIRST UNION NATIONAL BANK (the
"Administrative Agent").
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are
parties to a Credit Agreement, dated as of May 3, 1999, as amended by the First
Amendment thereto, dated as of March 28, 2000 (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 the Required Lenders agree to amend the
various limits on Permitted Acquisitions in Section 5.8 of the Credit Agreement.
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
AMENDMENTS
1.1 Section 1.1 is hereby amended by adding the following
definition thereto in appropriate alphabetical order:
"Second Amendment" shall mean the Second Amendment to the
Credit Agreement, dated as of June 27, 2000, among the Borrower, the
Lenders, and the Administrative Agent.
1.2 Section 1.1 is hereby further amended by replacing the
following definition, as currently set forth therein, with the definition as set
forth below:
"Agreement" shall mean this Credit Agreement, as amended by
the First Amendment and Second Amendment, and as further amended,
modified or supplemented from time to time.
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1.3 Clause (iii) of Section 5.8(a) shall be amended by deleting
the reference to the figure "$25,000,000" and substituting therefor
"$50,000,000."
1.4 Clause (iv) of Section 5.8(a) shall be amended by deleting the
reference to the figure "15,000,000" and substituting therefor "40,000,000."
1.5 Section 5.8(a) shall be further amended by renumbering the
existing clause (v) as clause (vi) and inserting a new clause (v) as follows:
(v) With respect to only those Permitted Acquisitions
consummated after the date of the Second Amendment, the Acquisition
Amount (without regard to the issuance of any Capital Stock of the
Borrower)with respect thereto paid, assumed or incurred by the Borrower
and its Subsidiaries during any period of four consecutive fiscal
quarters shall not exceed $15,000,000; and
ARTICLE II
GENERAL
2.1 Representations and Warranties. All representations and
warranties of the Borrower contained in the Credit Agreement and in the other
Credit Documents are true and correct as of the date hereof, both immediately
before and after giving effect to this Agreement (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
as of such date).
2.2 No Default. After giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing.
ARTICLE III
MISCELLANEOUS
3.1 Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Credit Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment 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.
3.2 Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Virginia (without regard to the conflicts of law provisions thereof).
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3.3 The Borrower agree 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 Amendment and the other Credit Documents delivered in connection
herewith.
3.4 Severability. To the extent any provision of this Amendment 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 Amendment in any jurisdiction.
3.5 Successors and Assigns. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
3.6 Construction. The headings of the various sections and
subsections of this Amendment have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof.
3.7 Counterparts. This Amendment 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 Amendment to be
executed by their duly authorized officers as of the date first above written.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Carolyn Jones
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Title: SVP, CFO and Treasurer
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FIRST UNION NATIONAL BANK, as
Administrative Agent and as a Lender
By: /s/ Daniel J. Norton
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Title: Director
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PNC BANK
By: /s/ Mark T. Kennedy
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Title: Managing Director
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BANK OF AMERICA, N.A. (formerly
NationsBank, N.A.),
By: /s/ Charles F. Plageman
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Title: VP
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FLEET NATIONAL BANK
By: /s/ Paul G. Black, Jr.
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Title: Director
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SUNTRUST BANK
By: /s/ Brad H. Booker
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Title: Director
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