AMENDMENT NO. 8
Dated as of May 14, 1999
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:
I.
CREDIT AGREEMENT
1. Credit Agreement. (a) 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 (as amended, modified or waived prior to the date
hereof, the "Credit Agreement"). Terms used in this Amendment No. 8 (this
"Amendment") that are defined in the Credit Agreement and are not otherwise
defined herein are used herein with the meanings therein ascribed to them.
(b) The Credit Agreement as amended by this Amendment is and
shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified.
2. Amendments to the Credit Agreement. Upon and after the Amendment No.
8 Effective Date (as defined below), the Credit Agreement shall be amended as
follows:
(a) Section 8.29(c) of the Credit Agreement is hereby amended
by replacing the term "45th" with the term "52nd".
3. Representations and Warranties. In order to induce the Banks to
execute and deliver this Amendment, the Company and each Securing Party hereby
represents and warrants as follows:
(a) The Company and each Securing Party has the power, and has
taken all necessary action (including any necessary stockholder action) to
authorize it, to execute, deliver and perform in accordance with their
respective terms, this Amendment and the Credit Agreement, as amended by this
Amendment. This Amendment has been duly executed and
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delivered by the duly authorized officers of the Company and is, and the Credit
Agreement, as amended by this Amendment is, the legal, valid and binding
obligation of the Company enforceable in accordance with its terms, except as
enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally. The execution, delivery and performance in
accordance with their respective terms by the Company of this Amendment and the
Credit Agreement, as amended by this Amendment do not and (absent any change in
any Applicable Law or applicable Contract) will not (A) require any Governmental
Approval or any other consent or approval, including any consent or approval of
the stockholders of the Company or of any Subsidiary, to have been obtained, or
any Governmental Registration to have been made, other than Governmental
Approvals and other consents and approvals and Governmental Registrations that
have been obtained or made, are final and not subject to review on appeal or to
collateral attack, are in full force and effect and, in the case of any such
consents or approvals required under any Applicable Law or Contract as in effect
on the Amendment No. 8 Effective Date, or (B) violate, conflict with, result in
a breach of, constitute a default under, or result in or require the creation of
any Lien (other than the Security Interest) upon any assets of the Company or
any Securing Party or any Subsidiary under (1) any Contract to which the
Company, any Securing Party, or any Subsidiary is a party or by which the
Company, any Securing Party, or any Subsidiary or any of their respective
properties may be bound, or (2) any Applicable Law. As used herein,
"Governmental Approval" shall mean any authority, consent, approval, license (or
the like) or exemption (or the like) of any governmental unit; "Governmental
Registration" shall mean any registration or filing (or the like) with, or
report or notice (or the like) to, any governmental unit.
(b) The Company will be, before the Section 8.29 Effective
Date, duly authorized by each of the Operating Bank Account Subsidiaries to
authorize The Bank of New York and the other Depositary Banks to take the
actions specified in Section 8.29(b)(i), other than any such action that would
violate an Applicable Law applicable to an Insurance Company or any Subsidiary
of an Insurance Company.
(c) (i) Each Insurance Company is presently transferring funds
to Operating Bank Account Subsidiaries in amounts and at times that are
consistent with its past practices and there has been no material deviation from
those past practices at any time during the six months ending on the Amendment
No. 8 Effective Date.
(ii) Each Subsidiary of an Insurance Company is
presently transferring funds to the Insurance Company of which it is a
Subsidiary, or to Operating Bank Account Subsidiaries, in amounts and at times
that are consistent with its past practices, and there has been no material
deviation from those past practices at any time during the 6 months ending on
the Amendment No. 8 Effective Date.
(d) Each of the foregoing representations and warranties
shall be made at and as of the Amendment No. 8 Effective Date.
4. Conditions to Effectiveness: Amendment No. 8 Effective Date. This
Amendment shall be effective as of the date first written above, but shall not
become effective as of such date until the date (the "Amendment No. 8 Effective
Date") that the Administrative Agent shall have received this Amendment duly
executed by the Company and the Majority Banks.
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5. Governing Law. The rights and duties of the Company, the Agent and
the Banks under this Amendment shall, pursuant to New York General Obligations
Law Section 5-1401, be governed by the law of the State of New York.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.
7. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment
for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 8 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: Executive Vice President
THE BANK OF NEW YORK, as
Administrative Agent, Collateral Agent and as a Bank
By: /s/Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as a
Managing Agent and as a Bank
By: /s/Xxxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Managing Agent and as a Bank
By:
--------------------------------
Name:
Title:
NATIONSBANK, N.A., as a Managing Agent
and as a Bank
By: /s/Xxxxxxx X. Xxxxxxxxxxx, XX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Managing Director
FLEET NATIONAL BANK, as a Co-Agent
and as a Bank
By: /s/Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Sr. Vice President
MELLON BANK, N.A., as a Co-Agent
and as a Bank
By: /s/Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
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:
--------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH &
GRAND CAYMAN BRANCH, as a Co-Agent
and as a Bank
By: /s/Xxxxx X. Xxxxxxx and /s/Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx and Xxxxx Xxxxx
Title: Vice President and Assistant Vice President
SUNTRUST BANK, CENTRAL FLORIDA
NATIONAL ASSOCIATION
By:
--------------------------------
Name:
Title:
BANK ONE, TEXAS N.A.
By:
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/Xxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
BEAR XXXXXXX & CO., INC.
By: /s/Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
XX XXXXX SECURITIES CORPORATION
By: /s/Xxxxxxx Gelblet
--------------------------------
Name: Xxxxxxx Gelblet
Title: Director
ING (U.S.) CAPITAL CORPORATION
By:
--------------------------------
Name:
Title:
