Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
AND WAIVER
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of the
___ day of March, 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 (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 failed to deliver consolidated and consolidating
projections within thirty (30) days prior to the end of the fiscal year ending
December 31, 1999 and failed to deliver consolidating balance sheets, statements
of income, cash flows and stockholders' equity for the Borrower and its
Subsidiaries within fifty (50) days after the end of the fiscal quarters ending
June 30, 1999 and September 30, 1999 (the "Specified Events of Default"). The
Borrower has asked that the Lenders waive the Specified Events of Default and
amend the Credit Agreement to delete the requirement for Borrower to deliver
consolidating statements of cash flows and stockholders' equity and delete the
requirement for Borrower to deliver consolidating financial projections. The
Lenders are willing to waive the Specified Events of Default and amend the
Credit Agreement, subject to the terms and conditions hereof.
C. The Borrower and the Lenders agree to amend the time in which
Borrower must deliver annual consolidated projections from within thirty (30)
days prior to the end of each fiscal year to within forty-five (45) days after
the end of each fiscal year.
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 Amendment to Section 5.1(a). Section 5.1(a) of the Credit
Agreement shall be amended by deleting the words "unaudited consolidated and
consolidating statements of income, cash flows and stockholders' equity" and
substituting therefor the words "unaudited consolidated
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statements of income, cash flows and stockholders' equity and unaudited
consolidating statements of income."
1.2 Amendment to Section 5.1(b). Clause (ii) in Section 5.1(b) of
the Credit Agreement shall be deleted and the following substituted therefor:
(ii) an unaudited consolidating balance sheet of the Borrower
and its Subsidiaries as of the end of such fiscal year and
unaudited consolidating statements of income.
1.3 Amendment to Section 5.2(b). Section 5.3(b) of the Credit
Agreement shall be amended by deleting the words "and consolidating" and further
amended by deleting the introductory clause thereof and replacing it with the
following "As soon as available and in any event within forty-five (45) days
after the end of each fiscal year."
ARTICLE II
WAIVER
Based upon the representations and warranties contained herein, the
Lenders hereby waive the Specified Events of Default. This Waiver 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 or a waiver of
any Default or Event of Default except as expressly set forth herein with
respect to the Specified Events of Default.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represent and warrant to the Administrative Agent
and the Lenders as follows:
3.1 Representations and Warranties. After giving effect to this
Amendment, each of the representations and warranties of the Borrower contained
in the Credit Agreement and in the other Credit Documents is true and correct 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 as of such date).
3.2 No Default. After giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing.
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ARTICLE IV
MISCELLANEOUS
4.1 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.
4.2 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).
4.3 Expenses. 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.
4.4 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.
4.5 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.
4.6 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.
4.7 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/
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Title: SVP
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PNC BANK
By: /s/
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Title: SVP
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BANK OF AMERICA, N.A.
F.K.A. NATIONSBANK, N.A.
By: /s/
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/
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Title: Managing Director
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CRESTAR BANK
By: /s/
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Title: VP
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