Consent Letter
Exhibit 10.1
November 2, 2007
Alfa Corporation
0000 Xxxx Xxxxx Xxxxxxxxx
P.O. Box 11000
Montgomery, Alabama 36191-0001
Attention: Chief Financial Officer
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated Credit Agreement dated as of May 23, 2003 (as amended from time to time through the date hereof, the “Credit Agreement”) among Alfa Corporation (the “Company”), Alfa Financial Corporation, Alfa Life Insurance Corporation, Alfa Insurance Corp., Alfa General Insurance Corp., the lenders from time to time a party thereto (the “Lenders”) and AmSouth Bank, as agent for the Lenders.
Notwithstanding Section 6.9 of the Credit Agreement, the undersigned Lenders hereby consent to the entering into of an Agreement and Plan of Merger among the Company, Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company and Alfa Delaware Merger Sub, Inc. (“Merger Sub”) pursuant to which Merger Sub will merge with and into the Company with the Company being the surviving corporation. The undersigned Xxxxxxx hereby agree that the entering into of such Agreement and Plan of Merger will not cause or result in an “Unmatured Default” or an “Event of Default” (as each such term is defined in the Credit Agreement).
The Company acknowledges and agrees that, except for the foregoing consent and agreement, the terms and provisions of the Credit Agreement shall remain in full force and effect without modification or amendment.
This Consent Letter may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns and delivered by PDF, telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.
[Signatures on following pages]
| REGIONS BANK, as Agent and a Lender | ||
| By: | /s/ | |
| Title: | Vice President | |
| Revolving Credit Commitment: | $85,000,000 |
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| KEYBANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| Revolving Credit Commitment: | $20,000,000 |
- 3 -
| WACHOVIA BANK, N.A., as a Lender | ||
| By: | /s/ | |
| Title: | Vice President | |
| Revolving Credit Commitment: | $42,500,000 |
- 4 -
| SUNTRUST BANK, as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Title: | Director | |
| Revolving Credit Commitment: | $37,500,000 |
- 5 -
| COMPASS BANK, as a Lender | ||
| By: |
| |
| Title: |
| |
| Revolving Credit Commitment: | $30,000,000 |
- 6 -
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ | |
| Title: | Vice President | |
| Revolving Credit Commitment: | $27,500,000 |
- 7 -
| COLONIAL BANK, as a Lender | ||
| By: | /s/ | |
| Title: | Assistance Vice President | |
| Revolving Credit Commitment: | $10,000,000 |
- 8 -
| WHITNEY NATIONAL BANK, as a lender | ||
| By: | /s/ | |
| Title: | Senior Vice President | |
| Revolving Credit Commitment: | $17,500,000 |
- 9 -
| COMERICA BANK, as a Lender | ||
| By: | /s/ Xx Xxx Xxxx | |
| Title: | Corporate Banking Officer | |
| Revolving Credit Commitment: | $30,000,000 |
- 10 -
Acknowledged by:
| ALFA CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President, | |
| Chief Financial Officer and | ||
| Chief Investment Officer | ||
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