Exhibit 10.1(d)
AMENDMENT TO CREDIT AGREEMENT
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AMENDMENT, dated as of October 31, 2001, between XXXXXX XXXX EDUCATORS
CORPORATION, (the "Borrower"), and BANK OF AMERICA, N.A. (Successor in interest
to Bank of America National Trust and Savings Association and Bank of America
Illinois) (the "Lender").
WHEREAS, the Borrower and the Lender are parties to a Credit Agreement
dated as of December 31, 1996, and as at any time further amended, supplemented
or modified, (the "Agreement"); and
WHEREAS, the Borrower and the Lender desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Borrower and the Lender agree as follows:
1. All capitalized terms used herein which are defined in the Agreement
shall have the meanings provided therefor in the Agreement unless otherwise
defined herein.
2. The Agreement is amended as follows:
(a) All references in the Agreement to "Bank of America National Trust
and Savings Association" and "Bank of America Illinois" are deleted and
replaced with "Bank of America, N.A.."
(b) Section 1.1 is amended for the quarter beginning January 1, 2002
by deleting the definitions of "Applicable Eurodollar Interest Rate Margin"
and "Applicable Non-Use Fee Rate" in their entirety and substituting the
following in place thereof:
"Applicable Eurodollar Interest Rate Margin" shall mean at any time
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0.75 percent per annum.
"Applicable Non-Use Fee Rate" shall mean at any time 0.15 per cent per
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annum.
(c) Section 1.1 is further amended by deleting "December 31, 2001"
from the definition of "Commitment Termination Date" and substituting "June
30, 2002" in place thereof.
(d) A new Section 3.3.1 (c) is added as follows:
"(c) At any time the Borrower shall receive net proceeds from any
issuance or sale of debt securities, 100% of such net proceeds (net of
attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses actually
incurred in connection therewith) shall be applied on such date toward
prepayment of the Loans and shall permanently reduce the Commitment
Amount."
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(e) Section 8.2.1 is amended by deleting "forty percent (40%)" and
substituting "thirty percent (30%)" in place thereof.
3. This Amendment shall be limited precisely as written and shall not be
deemed to (i) be a consent to the modification or waiver of any other term or
condition of the Agreement or of any of the instruments or agreements referred
to therein or (ii) prejudice any right which the Lender may now have under or in
connection with the Agreement, as amended by this Amendment. Except as expressly
modified hereby, all of the terms and provisions of the Agreement shall continue
in full force and effect; and the Borrower hereby confirms each and every one of
its obligations under the Agreement, as amended by this Amendment. Whenever the
term "Agreement" is used in the Agreement and whenever the Agreement is referred
to in any of the instruments, agreements or other documents or papers executed
and delivered in connection therewith, it shall be deemed to mean the Agreement,
as amended by this Amendment.
4. This Amendment shall be effective as of the date set forth above and
upon (i) payment to the Lender of an advisory/amendment fee of $10,000 and (ii)
the delivery to the Lender of this Amendment, signed by the Borrower and the
Lender.
5. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF ILLINOIS.
6. The Borrower hereby represents and warrants to the Lender that on and as
of the date hereof after giving effect to this Amendment there shall exist no
Event of Default or Default and all representations and warranties contained in
the Agreement or otherwise made in writing in connection herewith or therewith
(as though made in connection with a request for a Loan under the Agreement)
shall be true and correct with the same effect as though such representations
and warranties had been made on and as of the date hereof, except that any
representation made as of a particular date shall be true and correct as of such
date.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their duly authorized officers as of the date and year first above written.
XXXXXX XXXX EDUCATORS
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Title: EVP/CFO
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BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxxxx
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Title: VP
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