AMENDMENT NO. 1 AND WAIVER
Dated as of June 13, 1997
to
CREDIT AGREEMENT
Dated as of March 12, 1997
PENNCORP FINANCIAL GROUP, INC., a Delaware corporation (the "Company"), the
lenders signatory to the Credit Agreement referred to below (the "Banks"), the
Managing Agents and the Co-Agents named therein (the "Agents") and THE BANK OF
NEW YORK, as administrative agent for the Banks (the "Administrative Agent"),
hereby agree as follows:
1. Credit Agreement. Reference is hereby made to the Credit Agreement dated
as of March 12, 1997 among the Company, the Banks, the Agents and the
Administrative Agent (the "Credit Agreement"). Terms used in this Amendment No.
1 and Waiver (this "Amendment and Waiver") that are defined in the Credit
Agreement and are not otherwise defined herein are used herein with the meanings
therein ascribed to them. The Credit Agreement as amended by this Amendment and
Waiver is and shall continue to be in full force and effect and is hereby in all
respects confirmed, approved and ratified.
2. Amendment. Schedule 8.08 to the Credit Agreement is hereby amended and
restated in its entirety in the form attached hereto as Annex A.
3. Waivers. (a) The Banks hereby waive the existing Defaults under Section
9(e) of the Credit Agreement arising from the Company's failure to deliver the
financial statements and Financial Officer's certificates required to be
delivered to the Banks pursuant to the terms of clause (a) and the last
paragraph of Section 8.01 with respect to the fiscal quarter of the Company
ending March 31, 1997 within 45 days after the end of such fiscal quarter,
provided that such financial statements and certificates are delivered to the
Administrative Agent (with a copy for each of the Banks) no later than July 10,
1997.
(b) The Banks hereby waive compliance with the terms of Section 8.20 of the
Credit Agreement solely to the extent necessary to permit the Company to make
Investments in Southwestern Financial Corporation in order to effect the
acquisition by the Company, or the redemption by Southwestern Financial
Corporation, of the Southwestern Subordinated Notes, provided that the aggregate
amount of all such Investments shall not exceed approximately $40,000,000;
provided, further, that the foregoing waiver shall be effective only so long as
no Event of Default (other than an Event of Default which would not be an Event
of Default after giving effect hereto) shall have occurred and be continuing
both immediately before and after the making of any such Investment.
4. Effective Date. The amendment and waivers provided for herein shall be
effective as of the date first written above, but shall not become effective as
of such date until this Amendment and Waiver has been executed by the Company,
the Majority Banks and the Administrative Agent.
5. Governing Law. This Amendment and Waiver shall be governed by, and
construed in accordance with, the law of the State of New York (without giving
effect to its choice of law principles).
6. Counterparts. This Amendment and Waiver may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment and Waiver
by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 and
Waiver to be duly executed as of the day and year first above written.
PENNCORP FINANCIAL GROUP, INC.
By: /s/Xxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
THE BANK OF NEW YORK, as
Administrative Agent and as a Bank
By: /s/Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as a
Managing Agent and as a Bank
By: /s/Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Managing Agent and as a Bank
By: /s/Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: AVP
NATIONSBANK, N.A., as a Managing
Agent and as a Bank
By: /s/Xxxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Officer
FLEET NATIONAL BANK, as a Co-Agent
and as a Bank
By: /s/Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
MELLON BANK, N.A., as a Co-Agent
and as a Bank
By:
Name:
Title:
BANK OF MONTREAL, as a Co-Agent
and as a Bank
By:
Name:
Title:
CIBC INC., as a Co-Agent and as a Bank
By: /s/Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp, as Agent
DRESDNER BANK AG, NEW YORK BRANCH &
GRAND CAYMAN BRANCH, as a Co-Agent and as a Bank
By: /s/Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/Brigitte Sacin
----------------------------------------
Name: Brigitte Sacin
Title: Assistant Treasurer
SUNTRUST BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
BANK ONE, TEXAS N.A.
By: /s/D. Xxxxx Xxxxxxxx
----------------------------------------
Name: D. Xxxxx Xxxxxxxx
Title: Vice President
CORESTATES BANK, N.A.
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
LTCB TRUST COMPANY
By: /s/Neborne Huboton
----------------------------------------
Name: Neborne Huboton
Title: SVP
ING (U.S.) CAPITAL CORPORATION
By: /s/X.X. Xxxxxxxx
----------------------------------------
Name: X.X. Xxxxxxxx
Title: Vice President
Annex A
Schedule 8.08
SCHEDULE OF EXISTING INDEBTEDNESS
1. PENNCORP
Master Lease Agreement between Hayorth Leasing and PennCorp Financial
Inc. dated February 1, 1996.
2. WASHINGTON NATIONAL
(A) $5,000,000 plus amounts needed to (1) redeem outstanding Preferred
Stock; (2) cancel and cash out employee options and restricted stock;
(3) purchase common and preferred stock of Washington National held by
Washington National retirement plans, all as contemplated by the
Merger Agreement.
(B) Lease obligations relating to premises located at 000 Xxxxx
Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000.
3. SOUTHWESTERN
(A) Southwestern Credit Agreement
(B) Southwestern Subordinated Notes
