FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1(a)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 19, 2005 (this “Amendment”), amends the Credit Agreement, dated as of May 31, 2005 (the “Credit Agreement”), among Xxxxxx Xxxx Educators Corporation, a Delaware corporation (the “Borrower”), the various financial institutions which are parties thereto (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as hereinafter set forth;
SECTION 1. AMENDMENTS. Effective as of the Amendment Effective Date (as defined below) the Credit Agreement shall be amended as follows:
1.1 The definition of “Material Insurance Subsidiary” in Section 1.01 of the Credit Agreement is amended by inserting the following at the end thereof:
“Notwithstanding the foregoing, it is agreed that Allegiance Life Insurance Company shall not be deemed a Material Insurance Subsidiary but its Subsidiary, Xxxxxx Xxxx Life Insurance Company, shall be a Material Insurance Subsidiary.”
1.2 Section 6.01(f) of the Credit Agreement is amended by deleting the words “the chief financial officer or treasurer of the Borrower” and inserting “a Responsible Officer” therefor.
2.1 Receipt of Documents. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Administrative Agent and the Required Lenders.
2.2 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this Amendment, the following statements by the Borrower shall be true and correct (and the Borrower, by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the Lenders that such statements are true and correct as at such times):
(a) the representations and warranties set forth in Article V of the Credit Agreement shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and
(b) no Default (other than any Default under Section 7.02 arising by virtue of Allegiance Life Insurance Company not having an A.M. Best rating) shall have then occurred and be continuing.
3.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect.
3.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all expenses of the Administrative Agent (including the fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment.
3.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.
3.4 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
3.5 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
3.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
3.7 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
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XXXXXX XXXX EDUCATORS CORPORATION | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Title: | Senior Vice President Finance |
By: | /s/ Xxxxxx Xxxxxxxxx | |
Xxxxx: | Vice President and Treasurer |
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BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Xxxxx Xxxxxx | |
Title: | Senior Vice President |
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BANK OF AMERICA, N.A., as a Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Title: | Senior Vice President |
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JPMORGAN CHASE BANK, N.A. | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Title: | Vice President |
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NATIONAL CITY BANK OF THE MIDWEST | ||
By: | /s/ Xxxxx Xxxxxxx | |
Title: | Vice President |
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COMERICA BANK | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Title: | Vice President |
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FIFTH THIRD BANK (CHICAGO), a Michigan Banking Corporation | ||
By: | /s/ Xxx Xxxxxxxxxxx | |
Title: | Assistant Vice President |
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LASALLE BANK NATIONAL ASSOCIATION | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Title: | Assistant Vice President |
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PNC BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Title: | Managing Director |
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STATE STREET BANK AND TRUST COMPANY | ||
By: | /s/ Xxxx X. Muita | |
Title: | Assistant Vice President |
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ILLINOIS NATIONAL BANK | ||
By: | /s/ Xxxxxxx X. Xxxx | |
Title: | Senior Vice President |
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