EXHIBIT 10.11
SIXTH AMENDMENT
TO
EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
THIS SIXTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") made and entered into as of the 30th day of June, 2004, by and
among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose
address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (f/k/a Direct
Financial Services, Inc.) ("DGFS"), DIRECT GENERAL PREMIUM FINANCE COMPANY, a
Tennessee corporation whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("DGPFC"; DGFS and DGPFC may be referred to hereinafter either
individually or collectively as "Borrower"), DIRECT GENERAL CORPORATION, a
Tennessee corporation (formerly known as Direct Corporation) ("DGC"), DIRECT
GENERAL INSURANCE AGENCY, INC., a Tennessee corporation, DIRECT GENERAL
INSURANCE AGENCY, INC., an Arkansas corporation, DIRECT GENERAL INSURANCE
AGENCY, INC., a Mississippi corporation, DIRECT GENERAL INSURANCE AGENCY OF
LOUISIANA, INC., a Louisiana corporation, DIRECT GENERAL AGENCY OF KENTUCKY,
INC., a Kentucky corporation, DIRECT ADJUSTING COMPANY, INC., a Tennessee
corporation, DIRECT ADMINISTRATION, INC., a Tennessee corporation, DIRECT
GENERAL INSURANCE AGENCY, INC., a Texas corporation, DIRECT GENERAL CONSUMER
PRODUCTS, INC., a Tennessee corporation, FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the
statutes of the United States of America, with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (in its agency capacity being herein referred to as
"Agent," and in its individual capacity as "FTBNA"), for itself and as agent for
the other Banks hereinafter named, HIBERNIA NATIONAL BANK, a national banking
association organized and existing under the laws of the United States of
America, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Hibernia"), U.S. BANK NATIONAL ASSOCIATION, a national banking association
(f/k/a U.S. Bank, N. A., which was f/k/a Mercantile Bank National Association)
with offices located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("U.S.
Bank"), CAROLINA FIRST BANK, a state bank formed under the laws of the State of
South Carolina with offices located at ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Carolina First"), BANK ONE, NA (MAIN OFFICE - CHICAGO, ILLINOIS) a
national banking association with offices located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail
Code LA2-2714, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Bank One"), REGIONS BANK, an
Alabama state banking association with offices located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Regions"), NATIONAL CITY BANK OF KENTUCKY, a
national banking association with offices located at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("National City Bank"), and FIFTH THIRD BANK,
N.A. (TENNESSEE), a national banking association organized and existing under
the laws of the United States of America, with offices located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Fifth Third") (FTBNA,
Hibernia, U.S. Bank, Carolina First, Bank One, and Regions collectively, the
"Original Banks") (the Original Banks, National City Bank, and Fifth Third
collectively the "Banks," and each individually, a "Bank");
Recitals of Fact
Pursuant to that certain Eighth Amended and Restated Loan Agreement dated
as of October 31, 2002 (the "Original Loan Agreement") among the Original Banks,
DGFS and the other parties named therein, the Original Banks agreed to make
loans and advances to DGFS on a revolving credit basis in an aggregate amount
not to exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced
by individual revolving credit notes to each Bank for the respective Facility
Commitments set out in the Original Loan Agreement, each with a termination date
of June 30, 2004 (collectively, the "October 2002 Notes").
Pursuant to that certain First Amendment to Eighth Amended and Restated
Loan Agreement dated as of March 31, 2003 (the "First Amendment") among the
Original Banks, DGFS and the other parties named therein, the Facility
Commitment for Regions was increased to a maximum principal amount of
Twenty-Five Million Dollars ($25,000,000.00), and the total Commitment of the
Original Banks was increased to a maximum aggregate principal amount of One
Hundred Twenty-Five Million Dollars ($125,000,000.00).
Pursuant to that certain Second Amendment to Eighth Amended and Restated
Loan Agreement dated as of May 28, 2003 (the "Second Amendment") among the
Original Banks, National City Bank, DGFS and the other parties named therein,
the Facility Commitment for Carolina First was increased to a maximum principal
amount of Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for
Bank One was increased to a maximum principal amount of Thirty-Five Million
Dollars ($35,000,000.00); National City Bank was added as a Bank with a Facility
Commitment of a maximum principal amount of Fifteen Million Dollars
($15,000,000.00); and the total Commitment of the Banks was increased to a
maximum aggregate principal amount of One Hundred Sixty Million Dollars
($160,000,000.00).
Pursuant to that certain Third Amendment to Eighth Amended and Restated
Loan Agreement dated as of June 30, 2003 (the "Third Amendment"") among the
Banks, DGFS and the other parties named therein, the Facility Commitment for
Hibernia was increased to a maximum principal amount of Twenty Million Dollars
($20,000,000.00); the Facility Commitment for U.S. Bank was
increased to a maximum principal amount of Thirty Million Dollars
($30,000,000.00); Fifth Third was added as a Bank with a Facility Commitment of
a maximum principal amount of Ten Million Dollars ($10,000,000.00); and the
total Commitment of the Banks was increased to a maximum aggregate principal
amount of One Hundred Eighty Million Dollars ($180,000,000.00).
Pursuant to that certain Fourth Amendment to Eighth Amended and Restated
Loan Agreement, dated on or about July 17, 2003 (the "Fourth Amendment") among
the Banks, DGFS and the other parties named therein, the Loan Agreement was
modified to allow DGC to pay dividends after the closing of its initial public
offering of stock.
Pursuant to that certain Fifth Amendment to Eighth Amended and Restated
Loan Agreement, dated as of November 26, 2003 (the "Fifth Amendment"; the
Original Loan Agreement, as amended hereby, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment
referred to hereinafter as the "Loan Agreement"), among the Banks, DGFS and the
other parties named therein, the Facility Commitment for FTBNA was increased to
a maximum principal amount of Forty Million Dollars ($40,000,000.00), the total
Commitment of the Banks was increased to a maximum aggregate principal amount of
One Hundred Ninety Million Dollars ($190,000,000.00), and other modifications
were made to the Loan Agreement.
DGFS has now requested that the Banks add DGPFC as a Borrower under their
respective Facility Commitments and add DGPFC as a party to the Loan Agreement,
the Security Agreement as defined therein, and to other documents evidencing or
securing the Loan, and that the Banks extend the maturity date of the Loan as
hereinafter provided to June 30, 2007, and make other modifications to the Loan
Agreement, the Seventh Amended and Restated Security Agreement defined therein,
and any other security agreement or other loan or security document (the Loan
Agreement and all such security documents collectively herein referred to as the
"Security Documents"), and the Banks have agreed to this request. In connection
therewith, the Borrowers have contemporaneously herewith executed restated
individual revolving credit notes to each of the Banks in the amount of current
Facility Commitments (collectively, the "New Notes").
The Borrower and the Banks now desire to modify certain terms of the Loan
as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises as set forth in the
Recitals of Fact, the mutual covenants and agreements hereinafter set out, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is agreed by the parties as follows:
Agreements
1. All capitalized terms used and not defined herein shall have the
meaning ascribed to them in the Loan Agreement.
2. To induce the Banks to enter into this Amendment, the Borrower does
hereby absolutely and unconditionally, certify, represent and warrant to the
Banks, and covenant and agree with the Banks, that:
(a) All representations and warranties made by the Borrower in the Loan
Agreement, as amended hereby; in the Seventh Amended and Restated
Security Agreement dated as of October 31, 2002, as thereafter
amended from time to time, between the Borrower and Agent (the
"Security Agreement"); and in all other loan documents (all of which
are herein sometimes called the "Loan Documents"), are true, correct
and complete in all material respects as of the date of this
Amendment.
(b) As of the date hereof and with the execution of this Amendment,
there are no existing events, circumstances or conditions which
constitute, or would, with the giving of notice, lapse of time, or
both, constitute Events of Default.
(c) There are no existing offsets, defenses or counterclaims to the
obligations of the Borrowers as set forth in the New Notes, the
Security Agreement, the Loan Agreement, or in any other Loan
Document executed by the Borrower, in connection with the Loan.
(d) Neither Borrower has any existing claim for damages against the
Banks arising out of or related to the Loan; and, if and to the
extent (if any) that the Borrowers or any of them have or may have
any such existing claim (whether known or unknown), the Borrower do
each hereby forever release and discharge, in all respects, the
Banks with respect to such claim.
(e) The Loan Documents, as amended by this Amendment, are valid,
genuine, enforceable in accordance with their respective terms, and
in full force and effect.
3. The following definitions shall be added to Section 1.1 of the Loan
Agreement and shall be inserted where appropriate in correct alphabetical order:
"Borrower" shall mean, collectively, Direct General Financial
Services, Inc., a Tennessee corporation, and Direct General Premium
Finance Company, a Tennessee corporation.
"DGPFC" means Direct General Premium Finance Company, a Tennessee
corporation.
"Loan Termination Date" shall mean the earlier of (a) June 30, 2007,
or in the event that the Banks and Borrower shall hereafter mutually agree
in writing that the Loan and the Banks' commitments hereunder shall be
extended to another date, and the Notes shall be modified or amended to
reflect such extension, such other date mutually agreed upon between the
Agent, the Banks and Borrower to which the Banks' commitments shall have
been extended, or (b) the date as of which Borrower shall have terminated
the Banks' commitment under the provisions of Section 2.5 hereof.
4. The definition of "Effective Date" shall be deleted in its entirety
and the following inserted in lieu thereof:
"Effective Date" shall mean June 30, 2004.
5. The definition of "Allowable Investments," in Section 1.1 of the
Loan Agreement, as set forth in the Original Loan Agreement, is hereby deleted
in its entirety and the following is inserted in lieu thereof:
"Allowable Investments" shall mean, as to Affiliated Insurers, (a)
any investment in Borrower, another Affiliated Insurer, or in any Agency
Subsidiary, subject to any required prior approval or consent of the
applicable insurance regulatory authorities; (b) real estate owned and
occupied by Affiliated Insurers or Related Persons; (c) investments in
real estate owned by DGC; and (d) any investments expressly permitted by
the insurance department regulations and/or statutes of any state where
any Affiliated Insurer is domiciled.
6. The definition of "Twelfth Amended and Restated Guaranty Agreement,"
in Section 1.1 of the Loan Agreement, as set forth in the Fifth Amendment, is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Thirteenth Amended and Restated Guaranty Agreement" shall mean the
guaranty agreement executed by each of the Guarantors, dated as of June
30, 2004, guaranteeing the payment of indebtednesses of the Borrower to
the Banks not to exceed One Hundred Ninety Million Dollars
($190,000,000.00), plus interest and costs of collection.
All references in the Loan Agreement to any prior Amended and Restated Guaranty
Agreement shall, except as the context may otherwise require, be deemed to
constitute references to the Thirteenth Amended and Restated Guaranty Agreement.
7. The definition of "Seventh Amended and Restated Pledge and Security
Agreement," in Section 1.1 of the Loan Agreement, as set forth in the Fifth
Amendment, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
"Seventh Amended and Restated Pledge and Security Agreement" means
the Seventh Amended and Restated Pledge and Security Agreement dated
October 31, 2002, as amended by that First Amendment to Seventh Amended
and Restated Pledge and Security Agreement dated as of March 31, 2003, as
amended by that Second Amendment to Seventh Amended and Restated Pledge
and Security Agreement dated as of May 28, 2003, as amended by that Third
Amendment to Seventh Amended and Restated Pledge and Security Agreement
dated as of June 30, 2003, as amended by that Fourth Amendment to Seventh
Amended and Restated Pledge and Security Agreement dated as of November
26, 2003, as amended by that Fifth Amendment to Seventh Amended and
Restated Pledge and Security Agreement dated as of June 30, 2004, and as
the same may be further modified or amended, pursuant to which DGC has
granted to Agent for the benefit of the Banks a second lien security
interest in all of the stock in the Agency Subsidiaries and Affiliated
Insurers, as security for its obligations under the Thirteenth Amended and
Restated Guaranty Agreement.
8. The definition of "Seventh Amended and Restated Security Agreement,"
in Section 1.1 of the Loan Agreement, as set forth in the Fifth Amendment, is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Seventh Amended and Restated Security Agreement" means the Seventh
Amended and Restated Security Agreement dated October 31, 2002, as amended
by that First Amendment to Seventh Amended and Restated Security Agreement
dated as of March 31, 2003, as amended by that Second Amendment to Seventh
Amended and Restated Security Agreement dated as of May 28, 2003, as
amended by that Third Amendment to Seventh Amended and
Restated Security Agreement dated as of June 30, 2003, as amended by that
Fourth Amendment to Seventh Amended and Restated Security Agreement, dated
as of November 26, 2003, as amended by that Fifth Amendment to Seventh
Amended and Restated Security agreement, dated as of June 30, 2004, and as
the same may be further modified or amended, pursuant to which the
Borrower has assigned and pledged Receivables and other contractual rights
to the Agent for the benefit of the Banks.
9. Section 2.4(b) of the Loan Agreement, as set forth in the Original
Loan Agreement, is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(b) On the Effective Date, the Borrower agrees to pay to the Agent a
commitment fee in the amount of Seven Hundred Twelve Thousand Five Hundred
Dollars ($712,500.00) [three hundred seventy-five-thousandth percent
(0.375%) of total Facility Commitments (the "Commitment Fee")], in
consideration of the Banks' agreement to make funds available to Borrower
under the terms and provisions hereof from the Effective Date until the
Loan Termination Date specified in Section 1.1 hereof. Borrower agrees
that the Commitment Fee is fair and reasonable considering the condition
of the money market, the creditworthiness of the Borrower, the interest
rate to be paid, and the nature of the security for the Loan. In the event
that Borrower and Banks shall hereafter mutually agree to extend the term
of the Banks' commitments hereunder, they may also agree at that time as
to an additional commitment fee to be paid for such further commitment by
the Banks, but not to exceed the maximum permitted by applicable law.
10. Section 2.4(c) of the Loan Agreement, as set forth in the Original
Loan Agreement, is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(c) On the Effective Date, the Borrower agrees to pay to the Agent
an Agent's Fee for its services in obtaining the commitment from the other
Banks and servicing, administering and verifying the Loan and the
collateral in accordance with a separate fee letter between the Borrower
and the Agent.
11. Section 6.11 of the Loan Agreement, as set forth in the Original
Loan Agreement, as amended, is hereby deleted in its entirety and the following
is inserted in lieu thereof:
6.11 MINIMUM CONSOLIDATED NET INCOME. Maintain, beginning September
30, 2004, as to DGC on a consolidated basis, on a rolling four (4) quarter
basis, as of the end of each fiscal quarter net income after taxes (GAAP
basis) of at least Thirty Million Dollars ($30,000,000.00).
12. Section 6.13 of the Loan Agreement, as set forth in the Original
Loan Agreement, as amended, is hereby deleted in its entirety and the following
is inserted in lieu thereof:
6.13 MINIMUM TANGIBLE NET WORTH. Maintain at all times beginning on
the Effective Date a Tangible Net Worth (as defined in Section 1) of not
less than (a) as to Borrower, Nine Million Five Hundred Thousand Dollars
($9,500,000.00); and (b) as to DGC, One Hundred Sixty Million Dollars
($160,000,000.00), and commencing with the fiscal year beginning January
1, 2005, increased by twenty-five percent (25%) of all future net income
after taxes, measured at the end of each fiscal quarter.
13. Section 7.4 of the Loan Agreement, as set forth in the Original Loan
Agreement, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
7.4 SALE OF ASSETS. Sell, lease, transfer or dispose of all or a
substantial part of its assets, or permit any Affiliated Insurer to sell,
lease, transfer or dispose of all or a substantial part of its assets,
except for sales in the ordinary course of business and sales or leases of
DIC-owned real estate, computers or other fixed assets, and except for the
sale of the Direct Life Insurance Company shell subsidiary.
14. Section 7.7 of the Loan Agreement, as set forth in the Original Loan
Agreement, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
7.7 NEW BUSINESS. Directly or indirectly whether in its own name or
through one or more subsidiaries (a) expand, acquire or enter into any
business other than (i) the business of DGC and its subsidiaries providing
or administering any type of insurance, related financial products, or
related business (such as auto club) and (ii) the Agency Subsidiaries
providing or offering products and services not related to the insurance
business (such as payday loans, consumer loans, other consumer finance
products, personal communication equipment, tax filing
services, money transfer services) provided that Borrower, DGC and the
Agency Subsidiary will not, in the aggregate, invest more than Twenty
Million Dollars ($20,000,000.00), either directly or as joint venturers,
in such activities; or (b) enter into any management contract whereby the
effective management or control of DGC or any of its subsidiaries is
delegated to third parties, without the prior written consent of the
Required Banks.
15. Section 8.6 to the Loan Agreement, as set forth in the Fifth
Amendment, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
8.6 MINIMUM CAPITAL SURPLUS OF AFFILIATED INSURERS. If the
Affiliated Insurers shall, at any time, have a minimum capital surplus
(including surplus notes) of less than One Hundred Twenty-Five Million
Dollars ($125,000,000.00) on a combined GAAP basis.
16. Exhibit "C" to the Loan Agreement, as set forth in the Original Loan
Agreement, is hereby deleted in its entirety, and the schedule attached hereto
marked REVISED EXHIBIT "C" shall be inserted in lieu thereof.
17. Exhibit "E" to the Loan Agreement, as set forth in the Original Loan
Agreement, as amended, is hereby deleted in its entirety, and the schedule
attached hereto marked REVISED EXHIBIT "E" shall be inserted in lieu thereof.
18. Exhibit "H" to the Loan Agreement, as set forth in the Original Loan
Agreement, as amended, is hereby deleted in its entirety, and the schedule
attached hereto marked REVISED EXHIBIT "H" shall be inserted in lieu thereof.
19. All terms and provisions of the Loan Agreement, as heretofore
amended, which are inconsistent with the provisions of this Amendment are hereby
modified and amended to conform hereto; and, as so modified and amended, the
Loan Agreement is hereby ratified, approved and confirmed. Except as otherwise
may be expressly provided herein, this Amendment shall become effective as of
the date set forth in the initial paragraph hereof.
20. All references in all Loan Documents (including, but not limited to,
the New Notes, the Security Agreement, and the Loan Agreement) to the "Loan
Agreement" shall, except as the context may otherwise require, be deemed to
constitute references to the Loan Agreement as amended hereby. All references in
the Loan Documents (including, but not limited to, the Security Agreement and
the Loan Agreement) to the "Notes" shall, except as the context may otherwise
require, be deemed to constitute references to the New Notes of even date
herewith.
[SEPARATE SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE
TO
SIXTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
IN WITNESS WHEREOF, the Borrowers, the Guarantors, the Banks and the Agent
have caused this Agreement to be executed by their duly authorized officers, all
as of the day and year first above written.
BORROWERS:
DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
GUARANTORS:
DIRECT GENERAL CORPORATION, a Tennessee corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice-President and Chief Financial
Officer
DIRECT GENERAL INSURANCE AGENCY, INC., a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL INSURANCE AGENCY, INC., an Arkansas
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
[SIGNATURE PAGE CONTINUED]
DIRECT GENERAL INSURANCE AGENCY, INC., a Mississippi
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC.,
a Louisiana corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL AGENCY OF KENTUCKY, INC., a Kentucky
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT ADJUSTING COMPANY, INC., a Tennessee
corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
DIRECT ADMINISTRATION, INC., a Tennessee corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
DIRECT GENERAL INSURANCE AGENCY, INC., a Texas
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL CONSUMER PRODUCTS, INC., a Tennessee
corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
[SIGNATURE PAGE CONTINUED]
BANKS:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Title: SVP
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Rack
------------------------------------------------
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Title: Vice President
CAROLINA FIRST BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇ ▇▇▇, ▇▇
(▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
Title: First Vice President
REGIONS BANK
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------------
Title: SVP
FIFTH THIRD BANK, N.A. (TENNESSEE)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------
Title: VP
[SIGNATURE PAGE CONTINUED]
AGENT:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
Title: SVP
REVISED EXHIBIT "C"
FORM OF PROMISSORY NOTES
[See Attached]
REVISED EXHIBIT "E"
BORROWING BASE CERTIFICATE
AS OF ____ DAY OF _______________, 20___
TOTAL RECEIVABLES FROM POLICYHOLDERS FOR PRIOR REPORT $_______________
ADD:
New Contracts $_______________
LESS:
Cash Payments ($_______________)
-----------------
TOTAL RECEIVABLES
FROM POLICYHOLDERS FOR THIS REPORT: $_______________
LESS INELIGIBLE RECEIVABLES:
Amounts Insured with Insurance Companies with an A.M. Best
Rating not in compliance with Section 8.13 of the Loan
Agreement ($_______________)
Past Due Receivables (See clause (a)(iv) of definition of
Eligible Receivables.) ($_______________)
Receivables in Ineligible States ($_______________)
Unearned Interest, Finance Charges or Service Charges ($_______________)
PLUS RECEIVABLES FROM INSURERS QUALIFYING UNDER CLAUSE (b) OF
DEFINITION OF "ELIGIBLE RECEIVABLES" $_______________
-----------------
SUBTOTAL: Eligible Receivables (See Section 1.1) $_______________
TIMES ADVANCE RATE x 85%
-----------------
TOTAL AVAILABILITY $_______________
LESS LOAN OUTSTANDING (not to exceed $190,000,000.00) ($_______________)
=================
NET LOAN AVAILABILITY $_______________
The undersigned each certifies and warrants that the foregoing Borrowing
Base Certificate is true and accurate, based upon the definitions set out in
Sections 1.1 and 1.2 of the Loan Agreement.
DATED this ____ day of ___________________, 20__.
DIRECT GENERAL FINANCIAL SERVICES INC.
By: _______________________________________
Title: ____________________________________
DIRECT GENERAL PREMIUM FINANCE COMPANY
By: _______________________________________
Title: ____________________________________
REVISED EXHIBIT "H"
COMPLIANCE CERTIFICATE
The undersigned, the duly authorized officers of DIRECT GENERAL FINANCIAL
SERVICES INC., a Tennessee corporation, and DIRECT GENERAL CORPORATION, a
Tennessee corporation [referred to respectively as "Borrower" and "DGC"), in
that certain Eighth Amended and Restated Loan Agreement dated as of September
30, 2002, as subsequently amended (the "Loan Agreement"), among Borrower,
various guarantors therein named, First Tennessee Bank National Association,
Memphis, Tennessee, as agent and as bank ("Agent"), and the Banks named therein
("Banks"), certifies to said Agent and Banks, in accordance with the terms and
provisions of said Loan Agreement, as follows:
1. All of the representations and warranties set forth in Section 5 of
the Loan Agreement are and remain true and correct on and as of the date of this
Certificate with the same effect as though such representations and warranties
had been made on and as of this date.
2. As of the date hereof, the Borrower and DGC are in full compliance
with all of the terms and provisions set forth in the Loan Agreement and all of
the instruments and documents executed in connection therewith, and no Event of
Default, as specified in Section 8 of the Loan Agreement, nor any event which,
upon notice, lapse of time or both, would constitute an Event of Default, has
occurred or is continuing.
3. As used herein, the term "Affiliated Insurers" shall have the
meaning ascribed thereto in the Loan Agreement.
4. As of _________________, 20__ (the date of the most recent financial
statement furnished by Borrower and Affiliated Insurers to Agent), the ratios
listed in the Loan Agreement are as follows:
ACTUAL COVENANT
------------ ---------------------
AFFIRMATIVE COVENANTS (AS TO BORROWER):
Section 6.13 Tangible Net Worth ____________ > or = $9,500,000
Section 6.14 Ratio of Eligible Receivables to Debt ____________ > or = 1.05:1.00
Section 6.15 Ratio of Unearned Premiums to Loan Amount ____________ > or = 1.1:1.0
AFFIRMATIVE COVENANTS (AS TO DGC):
Section 6.12 Loan Amount to Net Worth ____________ <1.75:1.00
Section 6.13 Tangible Net Worth ____________ > or = $160,000,000**
Section 6.16 Debt Service Coverage ____________ > or = 1.50:1.00
EVENTS OF DEFAULT AS MEASURED ON AFFILIATED INSURERS:
Section 8.4 Capital Adequacy Ratio ____________ Event of Default if
> or = 4.00 to 1.00
Section 8.5 Liquidity Ratio ____________ Event of Default if
<1.0:1.0
Section 8.6 Minimum Capital Surplus ____________ Event of Default if
<$125,000,000.00
Section 8.8 Risk Based Capital* ____________ Event of Default if
<250%
FUNDED DEBT / EBITDA CALCULATION:
- Funded Debt / EBITDA Ratio: (Choose one)
_______ Greater than 2.0 to 1.0 (Actual Ratio:_________________)
_______ Less than 2.0 to 1.0 (Actual Ratio:_________________)
* Measured Annually
** Adjusted as provided in Section 6.13.
The undersigned certify and warrant that the foregoing ratios have been
computed from the figures contained in Borrower's, DGC's and Affiliated
Insurers' financial statement of the date hereinabove indicated, based upon the
definitions set out in Sections 1.1, 1.2 and 1.3 of the Loan Agreement.
DATED this ____ day of ______________________, 20__.
DIRECT GENERAL FINANCIAL SERVICES INC.
By: ________________________________________
Title: _____________________________________
DIRECT GENERAL PREMIUM FINANCE COMPANY
By: ________________________________________
Title: _____________________________________
DIRECT GENERAL CORPORATION
By: ________________________________________
Title: _____________________________________
SEVENTH AMENDMENT
TO
EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") made and entered into as of the 3rd day of December, 2004, by and
among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose
address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (f/k/a Direct
Financial Services, Inc.) ("DGFS"), DIRECT GENERAL PREMIUM FINANCE COMPANY, a
Tennessee corporation whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("DGPFC"; DGFS and DGPFC may be referred to hereinafter either
individually or collectively as "Borrower"), DIRECT GENERAL CORPORATION, a
Tennessee corporation (formerly known as Direct Corporation) ("DGC"), DIRECT
GENERAL INSURANCE AGENCY, INC., a Tennessee corporation, DIRECT GENERAL
INSURANCE AGENCY, INC., an Arkansas corporation, DIRECT GENERAL INSURANCE
AGENCY, INC., a Mississippi corporation, DIRECT GENERAL INSURANCE AGENCY OF
LOUISIANA, INC., a Louisiana corporation, DIRECT GENERAL AGENCY OF KENTUCKY,
INC., a Kentucky corporation, DIRECT ADJUSTING COMPANY, INC., a Tennessee
corporation, DIRECT ADMINISTRATION, INC., a Tennessee corporation, DIRECT
GENERAL INSURANCE AGENCY, INC., a Texas corporation, DIRECT GENERAL CONSUMER
PRODUCTS, INC., a Tennessee corporation, FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the
statutes of the United States of America, with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (in its agency capacity being herein referred to as
"Agent," and in its individual capacity as "FTBNA"), for itself and as agent for
the other Banks hereinafter named, HIBERNIA NATIONAL BANK, a national banking
association organized and existing under the laws of the United States of
America, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Hibernia"), U.S. BANK NATIONAL ASSOCIATION, a national banking association
(f/k/a U.S. Bank, N. A., which was f/k/a Mercantile Bank National Association)
with offices located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("U.S.
Bank"), CAROLINA FIRST BANK, a state bank formed under the laws of the State of
South Carolina with offices located at ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Carolina First"), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank
One, NA (Main Office Chicago) a national banking association with offices
located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail Code LA2-2714, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("JPMorgan"), REGIONS BANK, an Alabama state banking association with offices
located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Regions"), NATIONAL
CITY BANK OF KENTUCKY, a national banking association with offices located at
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("National City
Bank"), and FIFTH THIRD BANK, N.A. (TENNESSEE), a national banking association
organized and existing under the laws of the United States of America, with
offices located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Fifth Third") (FTBNA, Hibernia, U.S. Bank, Carolina First, JPMorgan, and
Regions collectively, the "Original Banks") (the Original Banks, National City
Bank, and Fifth Third collectively the "Banks," and each individually, a
"Bank");
Recitals of Fact
Pursuant to that certain Eighth Amended and Restated Loan Agreement dated
as of October 31, 2002 (the "Original Loan Agreement") among the Original Banks,
DGFS and the other parties named therein, the Original Banks agreed to make
loans and advances to DGFS on a revolving credit basis in an aggregate amount
not to exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced
by individual revolving credit notes to each Bank for the respective Facility
Commitments set out in the Original Loan Agreement, each with a termination date
of June 30, 2004 (collectively, the "October 2002 Notes").
Pursuant to that certain First Amendment to Eighth Amended and Restated
Loan Agreement dated as of March 31, 2003 (the "First Amendment") among the
Original Banks, DGFS and the other parties named therein, the Facility
Commitment for Regions was increased to a maximum principal amount of
Twenty-Five Million Dollars ($25,000,000.00), and the total Commitment of the
Original Banks was increased to a maximum aggregate principal amount of One
Hundred Twenty-Five Million Dollars ($125,000,000.00).
Pursuant to that certain Second Amendment to Eighth Amended and Restated
Loan Agreement dated as of May 28, 2003 (the "Second Amendment") among the
Original Banks, National City Bank, DGFS and the other parties named therein,
the Facility Commitment for Carolina First was increased to a maximum principal
amount of Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for
Bank One was increased to a maximum principal amount of Thirty-Five Million
Dollars ($35,000,000.00); National City Bank was added as a Bank with a Facility
Commitment of a maximum principal amount of Fifteen Million Dollars
($15,000,000.00); and the total Commitment of the Banks was increased to a
maximum aggregate principal amount of One Hundred Sixty Million Dollars
($160,000,000.00).
Pursuant to that certain Third Amendment to Eighth Amended and Restated
Loan Agreement dated as of June 30, 2003 (the "Third Amendment"") among the
Banks, DGFS and the other parties named therein, the Facility Commitment for
Hibernia was
increased to a maximum principal amount of Twenty Million Dollars
($20,000,000.00); the Facility Commitment for U.S. Bank was increased to a
maximum principal amount of Thirty Million Dollars ($30,000,000.00); Fifth Third
was added as a Bank with a Facility Commitment of a maximum principal amount of
Ten Million Dollars ($10,000,000.00); and the total Commitment of the Banks was
increased to a maximum aggregate principal amount of One Hundred Eighty Million
Dollars ($180,000,000.00).
Pursuant to that certain Fourth Amendment to Eighth Amended and Restated
Loan Agreement, dated on or about July 17, 2003 (the "Fourth Amendment") among
the Banks, DGFS and the other parties named therein, the Loan Agreement was
modified to allow DGC to pay dividends after the closing of its initial public
offering of stock.
Pursuant to that certain Fifth Amendment to Eighth Amended and Restated
Loan Agreement, dated as of November 26, 2003 (the "Fifth Amendment") among the
Banks, DGFS and the other parties named therein, the Facility Commitment for
FTBNA was increased to a maximum principal amount of Forty Million Dollars
($40,000,000.00), the total Commitment of the Banks was increased to a maximum
aggregate principal amount of One Hundred Ninety Million Dollars
($190,000,000.00), and other modifications were made to the Loan Agreement.
Pursuant to that certain Sixth Amendment to Eighth Amended and Restated
Loan Agreement, dated as of June 30, 2004 (the "Sixth Amendment"; the Original
Loan Agreement, as amended hereby, and by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and
the Sixth Amendment, referred to hereinafter as the "Loan Agreement"), among the
Banks, DGFS, DGPFC and other parties named therein, DGPFC was added as a
Borrower under the Banks' respective Facility Commitments, DGPFC was added as a
party to the Loan Agreement, the Seventh Amended and Restated Security Agreement
as defined therein, and to other documents evidencing or securing the Loan (the
Loan Agreement and all security documents collectively referred to as the
"Security Documents"), the Banks extended the maturity date of the Loan to June
30, 2007, and other modifications were made to the Loan Agreement, the Seventh
Amended and Restated Security Agreement defined therein and certain other loan
and security documents.
DGFS and DGPFC have now requested that the Banks make available a Swing
Line Loan up to an amount of Thirty Million Dollars ($30,000,000.00), as part of
the credit facility hereunder, and the parties have agreed to make such advances
available.
The Borrower and the Banks now desire to modify certain terms of the Loan
as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises as set forth in the
Recitals of Fact, the mutual covenants and agreements hereinafter set out, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is agreed by the parties as follows:
Agreements
1. All capitalized terms used and not defined herein shall have the
meaning ascribed to them in the Loan Agreement.
2. To induce the Banks to enter into this Amendment, the Borrower does
hereby absolutely and unconditionally, certify, represent and warrant to the
Banks, and covenant and agree with the Banks, that:
(a) All representations and warranties made by the Borrower in the
Loan Agreement, as amended hereby; in the Seventh Amended and Restated
Security Agreement dated as of October 31, 2002, as thereafter amended
from time to time, between the Borrower and Agent (the "Security
Agreement"); and in all other loan documents (all of which are herein
sometimes called the "Loan Documents"), are true, correct and complete in
all material respects as of the date of this Amendment.
(b) As of the date hereof and with the execution of this Amendment,
there are no existing events, circumstances or conditions which
constitute, or would, with the giving of notice, lapse of time, or both,
constitute Events of Default.
(c) There are no existing offsets, defenses or counterclaims to the
obligations of the Borrowers as set forth in the New Notes, the Security
Agreement, the Loan Agreement, or in any other Loan Document executed by
the Borrower, in connection with the Loan.
(d) Neither Borrower has any existing claim for damages against the
Banks arising out of or related to the Loan; and, if and to the extent (if
any) that the Borrowers or any of them have or may have any such existing
claim (whether
known or unknown), the Borrower do each hereby forever release and
discharge, in all respects, the Banks with respect to such claim.
(e) The Loan Documents, as amended by this Amendment, are valid,
genuine, enforceable in accordance with their respective terms, and in
full force and effect.
3. The following definitions shall be added to Section 1.1 of the Loan
Agreement and shall be inserted where appropriate in correct alphabetical order:
"Notice of Conversion/Continuation" has the meaning ascribed to it
in Section 2.3(c).
"Notice of Revolving Credit Advance" has the meaning ascribed to it
in Section 2.2(a).
"Notice of Swing Line Advance" has the meaning ascribed to it in
Section 2.2(d)(ii).
"Revolving Credit Advances" means of principal on the Revolving Loan
by the Banks under the terms of this Loan Agreement to Borrower pursuant
to Section 2.1.
"Revolving Loan Commitment" means (a) as to any Bank, the commitment
of such Bank to make Revolving Credit Advances as set forth on Exhibit B
and (b) as to all Banks, the aggregate commitment of all Banks to make
Revolving Credit Advances, which aggregate commitment shall be One Hundred
Ninety Million Dollars ($190,000,000) on the Closing Date, as such amount
may be adjusted, if at all, from time to time in accordance with this
Agreement.
"Revolving Loan" means aggregate of Revolving Credit Advances
outstanding to the Borrower.
"Swing Line Advance" has the meaning ascribed to it in Section
2.2(d)(i).
"Swing Line Availability" has the meaning ascribed to it in Section
2.2(d)(i).
"Swing Line Commitment" means, as to the Swing Line Lender, the
commitment of the Swing Line Lender to make Swing Line Advances as set
forth on EXHIBIT "B," which commitment constitutes a subfacility of the
Facility Commitment of the Swing Line Lender.
"Swing Line Lender" means First Tennessee Bank National Association,
or a Bank which may succeed to its rights and obligations as Swing Line
Lender pursuant to the terms of this Agreement.
"Swing Line Loan" means, as the context may require, at any time,
the aggregate amount of Swing Line Advances outstanding to Borrower
pursuant to Section 2.2(d).
"Swing Line Note" means the promissory note executed by the Borrower
to Swing Line Lender which evidences Swing Line Commitment, substantially
in the form attached hereto as EXHIBIT "C," as such note may be modified,
renewed or extended from time to time; and any other note or notes
executed at any time to evidence the indebtedness of Borrower to the Swing
Line Lender under this Loan Agreement, in whole or in part, and any
renewals, modifications and extensions thereof, in whole or in part.
4. The definition of "Effective Date," in Section 1.1 of the Loan
Agreement, as set forth in the Sixth Amendment, is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"Effective Date" shall mean December 3rd, 2004.
5. The definition of "Affiliated Life Insurers," in Section 1.1 of the
Loan Agreement, as set forth in the Original Loan Agreement, is hereby deleted
and the following is inserted in lieu thereof:
"Affiliated Life Insurers" means Direct Life Insurance Company, a
Georgia corporation, and any other life insurance company currently or
hereafter wholly owned, directly or indirectly, by DGC.
6. The definition of "Affiliated P&C Insurers," in Section 1.1 of the
Loan Agreement, as set forth in the Original Loan Agreement, is hereby deleted
and the following is inserted in lieu thereof:
"Affiliated P&C Insurers" means DIC, DGIC, Direct General Insurance
Company of Mississippi, a Mississippi corporation, Direct General
Insurance Company of Louisiana, a Louisiana corporation and any other
property and casualty insurance company currently or hereafter wholly
owned, directly or indirectly, by DGC.
7. The definition of "Agency Subsidiaries," in Section 1.1 of the Loan
Agreement, as set forth in the Original Loan Agreement, is hereby deleted and
the following is inserted in lieu thereof:
"Agency Subsidiaries" means, collectively, Direct General Insurance
Agency, Inc., a Tennessee corporation, Direct General Insurance Agency,
Inc., an Arkansas corporation, Direct General Insurance Agency, Inc., a
Mississippi corporation, Direct General Insurance Agency of Louisiana,
Inc., a Louisiana corporation, Direct General Agency of Kentucky, Inc., a
Kentucky corporation, Direct Adjusting Company, Inc., a Tennessee
corporation, Direct Administration, Inc., a Tennessee corporation, Direct
General Insurance Agency, Inc., a Texas corporation, and Direct General
Consumer Products, Inc., a Tennessee corporation, or any other such
non-insurance subsidiaries currently or hereafter wholly owned, directly
or indirectly, by DGC
8. The definition of "Advances," in Section 1.1 of the Loan Agreement,
as set forth in the Original Loan Agreement, is hereby deleted and the following
is inserted in lieu thereof:
"Advances" means any Revolving Credit Advance or Swing Line Advance,
as the context may require.
9. The definition of "Banks," in Section 1.1 of the Loan Agreement, as
set forth in the Third Amendment, is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"Banks" means, collectively, FTBNA (acting for itself and not as
Agent), Hibernia, U.S. Bank, Regions, Carolina First, National City Bank,
Fifth Third, and JPMorgan, and any successor or assignee which at any time
is a holder of a Note.
10. The definition of "Borrowing Base," in Section 1.1 of the Loan
Agreement, as set forth in the Original Loan Agreement, is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"Borrowing Base" is the limitation on the aggregate Loan
indebtedness which may be outstanding at any time during the term of this
Agreement, which shall be eighty-five percent (85%) of Eligible
Receivables.
11. The definition of "DGC Banks," in Section 1.1 of the Loan Agreement,
as set forth in the Original Loan Agreement, is hereby deleted in its entirety
and the following is inserted in lieu thereof:
"DGC Banks" means, collectively, FTBNA, National City Bank, and
JPMorgan.
12. The definition of "DGC Loan Agreement," in Section 1.1 of the Loan
Agreement, as set forth in the First Amendment, is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"DGC Loan Agreement" means that certain Loan Agreement dated as of
December 3rd, 2004, among the DGC Banks, DGC and the Borrower, as the same
may be amended, modified, extended and/or restated from time to time.
13. The definition of "Facility Commitment," in Section 1.1 of the Loan
Agreement, as set forth in the Original Loan Agreement, is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"Facility Commitment" shall means " means (a) as to any Bank, the
aggregate of such Bank's Revolving Loan Commitment (including without
duplication the Swing Line Lender's Swing Line Commitment as a subset of
its Revolving Loan Commitment) and (b) as to all Banks, the aggregate of
all Bank's' Revolving Loan Commitments (including without duplication the
Swing Line Lender's Swing Line Commitment as a subset of its Revolving
Loan Commitment), which aggregate commitment shall be One Hundred Ninety
Million Dollars ($190,000,000) on the Closing Date, as to each of clauses
(a) and (b), as such Commitments may be reduced, amortized or adjusted
from time to time in accordance with this Agreement.
14. The definition of "Thirteenth Amended and Restated Guaranty
Agreement," in Section 1.1 of the Loan Agreement, as set forth in the Sixth
Amendment, is hereby deleted in its entirety and the following is inserted where
appropriate in correct alphabetical order in lieu thereof:
"Fourteenth Amended and Restated Guaranty Agreement" shall mean the
guaranty agreement executed by each of the Guarantors, dated as of the
Effective Date, guaranteeing the payment of indebtednesses of Borrower to
the Banks not to exceed One Hundred Ninety Million Dollars
($190,000,000.00), plus interest and the costs of collection.
All references in the Loan Agreement to any prior Amended and Restated Guaranty
Agreement shall, except as the context may otherwise require, be deemed to
constitute references to the Fourteenth Amended and Restated Guaranty Agreement.
15. The definition of "Loan," in Section 1.1 of the Loan Agreement, as
set forth in the Original Loan Agreement, is hereby deleted in its entirety and
the following is inserted in lieu thereof:
"Loan" means the Revolving Loan and the Swing Line Loan and the
Revolving Loan.
16. The definition of "Notes," in Section 1.1 of the Loan Agreement, as
set forth in he Third Amendment, is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"Notes" means the FTBNA Note, the Hibernia Note, the U.S. Bank Note,
the Regions Note, the Carolina First Note, the National City Bank Note,
the Fifth Third Note, the Bank One Note, and the Swing Line Note.
17. The definition of "Seventh Amended and Restated Pledge and Security
Agreement," in Section 1.1 of the Loan Agreement, as set forth in the Sixth
Amendment, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
"Seventh Amended and Restated Pledge and Security Agreement" means
the Seventh Amended and Restated Pledge and Security Agreement dated
October 31, 2002, as amended by that First Amendment to Seventh Amended
and Restated Pledge and Security Agreement dated as of March 31, 2003, as
amended by that Second Amendment to Seventh Amended and Restated Pledge
and Security Agreement dated as of May 28, 2003, as amended by that Third
Amendment to Seventh Amended and Restated Pledge and Security Agreement
dated as of June 30, 2003, as amended by that Fourth Amendment to Seventh
Amended and Restated Pledge and Security Agreement dated as of November
26, 2003, as amended by that Fifth Amendment to Seventh Amended and
Restated Pledge and Security Agreement dated as of June 30, 2004, as
amended by that Sixth Amendment to Seventh Amended and Restated Pledge and
Security Agreement dated as of December 3, 2004, and as the same may be
further modified or amended, pursuant to which DGC has granted to Agent
for the benefit of the Banks a second lien security interest in all of the
stock in the Agency Subsidiaries and Affiliated Insurers, as security for
its obligations under the Fourteenth Amended and Restated Guaranty
Agreement.
18. The definition of "Seventh Amended and Restated Security Agreement,"
in Section 1.1 of the Loan Agreement, as set forth in the Sixth Amendment, is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Seventh Amended and Restated Security Agreement" means the Seventh
Amended and Restated Security Agreement dated October 31, 2002, as amended
by that First Amendment to Seventh Amended and Restated Security Agreement
dated as of March 31, 2003, as amended by that Second Amendment to Seventh
Amended and Restated Security Agreement dated as of May 28, 2003, as
amended by that Third Amendment to Seventh Amended and Restated Security
Agreement dated as of June 30, 2003, as amended by that Fourth Amendment
to Seventh Amended and Restated Security Agreement, dated as of November
26, 2003, as amended by that Fifth Amendment to Seventh Amended and
Restated Security agreement, dated as of June 30, 2004, as amended by that
Sixth Amendment to Seventh Amended and Restated Security Agreement, dated
as of December 3, 2004, and as the same may be further modified or
amended, pursuant to which the Borrower has assigned and pledged
Receivables and other contractual rights to the Agent for the benefit of
the Banks.
19. Section 2.1 of the Loan Agreement, as set forth in the Fifth
Amendment, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
2.1 THE REVOLVING CREDIT FACILITY. Subject to the terms and
conditions herein set out, the Banks severally agree and commit to make
loan advances (reach, a "Revolving Credit Advance") to the Borrower from
time to time, from the Effective Date until the Loan Termination Date,
ratably in proportion to their respective Facility Commitments and in such
amount that, the aggregate principal amount of the Loan at any one time
outstanding shall not exceed the lesser of (i) One Hundred Ninety Million
Dollars ($190,000,000.00) or (ii) the Borrowing Base; provided, that after
giving effect to any such Revolving Credit Advance, (i) the sum of the
outstanding amount of such Bank's Revolving Credit Advances and its
proportionate share of the outstanding Swing Line Loan shall not exceed
its respective Facility Commitments and (ii) the aggregate outstanding
amount of the Revolving Loan and the Swing Line Loan shall not exceed the
aggregate of the Facility Commitments. On the Effective Date, the Banks
will make adjustments among themselves so that the outstanding principal
balances of the Loan indebtedness shall be held by them in proportion to
their respective Facility Commitments.
In the event that any Bank fails to fund its Facility Commitment,
the remaining Banks are not obligated to fund any amount to make up the
shortfall, nor shall the remaining Banks incur any liability to the
Borrower as a result of any non-funding Bank's failure to fund.
20. Section 2.2 of the Loan Agreement, as set forth in the Original Loan
Agreement and as modified in the Fifth Amendment, is hereby deleted in its
entirety and the following is inserted in lieu thereof:
2.2 FUNDING THE REVOLVING CREDIT LOAN.?
(a) Each Revolving Credit Advance hereunder shall be made upon the
written request of the Borrower to the Agent ("Notice of Revolving Credit
Advance") by facsimile transmission or given in accordance with Section
10.2 hereof, specifying the date and amount thereof, which request must be
received by Agent prior to 10:30 a.m., Central Time (standard or daylight
savings, as applicable) on (i) in the case of an Revolving Credit Advance
bearing interest at the Base Rate, the day of the requested Revolving
Credit Advance, and (ii) in the case of an Revolving Credit Advance
bearing interest at the Adjusted LIBOR Rate, on the third Business Day
preceding the date of requested Revolving Credit Advance. Each request for
an Revolving Credit Advance bearing interest at the Adjusted LIBOR Rate
shall also request the initial Interest Period for such Revolving Credit
Advance. It is agreed that only three (3) Adjusted LIBOR Rates and three
(3) Interest Periods shall be permitted to be in effect at any time during
the term hereof. In the event the LIBOR Rate is not reported by the
Bloomberg LLC, the Banks and Borrower agree to negotiate expeditiously and
in good faith in an attempt to determine an alternative method of
establishing the LIBOR Rate.
(b) Provided Agent shall have received Notice of Revolving Credit
Advance") in the manner set forth in Section 2.2(a) hereof, the Agent will
use its reasonable efforts to notify each Bank from which an Revolving
Credit Advance is requested of such Revolving Credit Advance prior to
12:00 noon, Central Time (standard or daylight savings, as applicable).
(c) Each Bank shall, not later than 2:00 P.M., Memphis, Tennessee
time (standard or daylight savings, as applicable) on the date specified
in such notice, make available to Agent at its main office in Memphis,
Tennessee, an amount in immediately available funds equal to such Bank's
pro rata share of the requested Revolving Credit Advance. Proceeds
received by Agent from the other Banks, and amounts advanced by FTBNA
hereunder, shall promptly be made available to Borrower by depositing the
same to Borrower's checking account.
(d) Swing Line Facility.
(i) Subject to the terms and conditions hereof, the Swing Line
Lender agrees to make available from time to time until the Loan
Termination Date advances (each, a "Swing Line Advance"). The aggregate
amount of Swing Line Advances outstanding shall not exceed at any time the
lesser of (A) the Swing Line Commitment and (B) the aggregate Revolving
Loan Commitment less the outstanding balance of the Revolving Loan at such
time ("Swing Line Availability"). Until the Loan Termination Date,
Borrower may from time to time borrow, repay and reborrow under this
Section 2.2(d)(i). Unless the Swing Line Lender has received at least one
Business Day's prior written notice from Required Banks instructing it not
to make a Swing Line Advance by reason of the failure of any condition
precedent set forth in Section 4, the Swing Line Lender may, regardless of
whether the Swing Line Lender is aware of the failure of any condition
precedent set forth in Section 4, fund that Swing Line Advance, and to
have each Bank make Revolving Credit Advances in accordance with Section
2.2(d)(iii) or purchase participating interests in accordance with Section
2.2(d)(iv). Notwithstanding any other provision of this Agreement or the
other Loan Documents, the Swing Line Loan shall constitute a Base Rate
Loan. The entire unpaid balance of the Swing Line Loan shall be due and
payable in full in immediately available funds on the Loan Termination
Date.
(ii) Each Swing Line Advance shall be made on notice by
Borrower to Agent , (a "Notice of Swing Line Advance") Agent by facsimile
transmission or given in accordance with Section 10.2, specifying the date
and amount thereof, which request must be received by Agent prior to 10:30
A.M. Central Time (standard or daylight savings, as applicable)on the date
of the proposed Swing Line Advance. Agent shall notify the Swing Line
Lender, promptly after receipt of a Notice of Swing Line Advance and in
any event prior to 12::00 p.m. (Memphis, Tennessee time) on the date such
Notice of Swing Line Advance is received. Swing Line Lender may, in its
discretion, make the amount of such Swing Line Advance available to Agent
in same day funds by wire transfer to Agent's account as set forth in
Annex C not later than 2:00 p.m. (Memphis, Tennessee time) on the date
such Notice of Swing Line Advance is received. After receipt of such wire
transfer (or, in Agent's discretion, before receipt of such transfer),
subject to the terms hereof, Agent shall make the requested Revolving
Credit Advance to Borrower.
(iii) The Swing Line Lender shall, not less than weekly, on
behalf of Borrower (and Borrower hereby irrevocably authorizes the Swing
Line Lender to so act on its behalf) request each Bank (including the
Swing Line Lender) to make a Revolving Credit Advance to Borrower (which
shall be a Base Rate Loan) in an amount equal to that Bank's pro rata
share of the principal amount of the Swing Line Loan (the "Refunded Swing
Line Loan") outstanding on the date such notice is given. Unless any of
the events described in Section 8.5 has occurred (in which event the
procedures of Section 2.2(d)(iv) shall apply) and regardless of whether
the conditions precedent set forth in this Agreement to the making of a
Revolving Credit Advance are then satisfied, each Bank shall disburse
directly to Agent its pro rata share of a Revolving Credit Advance on
behalf of the Swing Line Lender prior to 2:00 p.m. (Memphis, Tennessee
time) in immediately available funds on the Business Day next succeeding
the date that notice is given. The proceeds of those Revolving Credit
Advances shall be immediately paid to the Swing Line Lender and applied to
repay the Refunded Swing Line Loan of Borrower.
(iv) If, prior to refunding a Swing Line Loan with a Revolving
Credit Advance pursuant to Section 2.2(d), one of the events described in
Section 8.5 has occurred, then, subject to the provisions of Section
2.2(d)(v) below, each Bank shall, on the date such Revolving Credit
Advance was to have been made for the benefit of Borrower, purchase from
the Swing Line Lender an undivided participation interest in the Swing
Line Loan in an amount equal to its pro rata of the Swing Line Loan. Upon
request, each Bank shall promptly transfer to the Swing Line Lender, in
immediately available funds, the amount of its participation interest.
(v) Each Bank's obligation to make Revolving Credit Advances
in accordance with Section 2.2(d)(iii) and to purchase participation
interests in accordance with Section 2.2(d)(iv) shall be absolute and
unconditional and shall not be affected by any circumstance, including (A)
any setoff, counterclaim, recoupment, defense or other right that such
Bank may have against the Swing Line Lender, Borrower or any other Person
for any reason whatsoever; (B) the occurrence or continuance of any Event
of Default or the occurrence any event which with notice or the passage of
time of both, if uncured or waived would become an Event of Default; (C)
any inability of Borrower to satisfy the conditions precedent to borrowing
set forth in this Agreement at any time; or (D) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing. If any Bank does not make available to Agent or the Swing Line
Lender, as applicable, the amount required pursuant to Sections 2.2
(d)(iii) or 2.2(d)(iv), as the case may be, the Swing Line Lender shall be
entitled to recover such amount on demand from such Bank, together with
interest thereon for each day from the date of non-payment until such
amount is paid in full at the Federal Funds Rate for the first two
Business Days and at the Base Rate thereafter.
(e) Reliance on Notices. Agent shall be entitled to rely upon, and
shall be fully protected in relying upon, any Notice of Revolving Credit
Advance, Notice of Swing Line Advance, Notice of Conversion/Continuation
or similar notice believed by Agent to be genuine. Agent may assume that
each Person executing and delivering any notice in accordance herewith was
duly authorized, unless the responsible individual acting thereon for
Agent has actual knowledge to the contrary.
21. Section 2.3 of the Loan Agreement, as set forth in the Fifth
Amendment, is hereby deleted in its entirety and the following is inserted in
lieu thereof:
2.3 THE NOTES AND INTEREST.
(a) The Loan shall be evidenced by the Notes. The Loan shall bear
interest at the rate or rates set forth hereinafter. The entire principal
amount of the Loan shall be due and payable on the Loan Termination Date.
The unpaid principal balances of the Loan shall bear interest from the
Effective Date on disbursed and unpaid principal
balances (calculated on the basis of a 360-day year for actual days
elapsed) at a rate per annum which shall, from day to day, be equal to the
lesser of (i) the Maximum Rate, or (ii) a rate equal to the Applicable
Rate.
(b) Said interest, computed on the unpaid principal balances from
time to time outstanding, shall be payable (i) on the last day of each and
every July, October, January, and April, as to any portion of the Loan to
which the Base Rate applies, and (ii) on the final day of the applicable
Interest Period [and, in the case of any Interest Period of over three (3)
months in duration, on the date which is three (3) months after the
commencement of such Interest Period], as to any portion of the Loan to
which the Adjusted LIBOR Rate applies.
(c) Borrower's election(s) shall be in writing ("Notice of
Conversion/Continuation"), signed by the Borrower and delivered to the
Agent as provided in Section 2.2 hereof. An election by Borrower shall be
in effect until (i) if the effective Applicable Rate is the Base Rate, a
change in the election of the Applicable Rate by Borrower in accordance
with the terms hereof or (ii) if the effective Applicable Rate is the
Adjusted LIBOR Rate, the expiration of the Interest Period elected by
Borrower. Upon the expiration of each Interest Period, the Borrower shall
have the right to specify a new Interest Period for the portion of the
Loan that will bear interest at the Adjusted LIBOR Rate by giving written
notice of such requested Interest Period to the Agent (which shall
promptly notify the Banks) no later than 10:00 a.m., Memphis time, on the
third Business Day preceding the last day of such expiring Interest
Period. Notwithstanding any other term or provision hereof, Borrower shall
be required to elect the same Applicable Rate (i.e., same Base Rate and
same Adjusted LIBOR Rate) to be applicable to all of the Notes and the
Borrower shall be required to elect the Base Rate as to any Swing Line
Loan.
(d) If no election is made by Borrower, on or prior to 10:00 a.m.,
Memphis time on the third (3rd) Business Day prior to the expiration of an
Interest Period, to change the Applicable Rate or to continue to have the
Loan bear interest at the Adjusted LIBOR Rate for a designated Interest
Period, the Applicable Rate shall be the Base Rate upon the expiration of
such Interest Period. If Borrower does not elect an Applicable Rate at any
time, then the Applicable Rate shall automatically be the Base Rate. When
the Applicable Rate is the Base Rate, each change in the Base Rate shall
be effective without notice to the undersigned on the effective date of
each change in the Maximum Rate or the Base Rate, as the case may be.
(e) If the Agent shall have determined that the Bloomberg LLC
Computer Service does not continue to report the LIBOR Rate, then upon
notice from the Agent to the Borrower, the obligations of the Banks to
make any portion of the Loan as a loan bearing interest at the Adjusted
LIBOR Rate shall forthwith be suspended unless and until an alternative
method for determining the LIBOR Rate is agreed to in accordance with
Section 2.2(a) hereof, and until such alternative method is agreed to, all
amounts owing under the Notes shall accrue interest at the Base Rate.
(f) In the event that the foregoing provisions should be construed
by a court of competent jurisdiction not to constitute a valid,
enforceable designation of a rate of interest or method of determining
same, the Loan shall bear interest at the maximum effective variable
contract rate which may be charged by the Banks under applicable law from
time to time in effect.
(g) Borrower hereby indemnifies the respective Banks and holds each
Bank harmless from any loss or expense which any such Bank may sustain or
incur as a consequence of any Change in Law that results in the imposition
on any Bank of reserve requirements in connection with LIBOR Rate loans
made by such Bank. Borrower will make any payments under this indemnity to
the respective Banks, upon demand. Borrower further agrees to enter into a
modification of the Loan Agreement, at the request of the Agent, to bring
the Loan Agreement into compliance with any Change in Law. This paragraph
shall only apply to losses or expenses incurred by any Bank in connection
with LIBOR Rate loans made to Borrower after notice by such Bank to Agent
and Borrower that there has been a Change in Law that will result in such
losses or expenses.
(h) If any Bank shall determine (which determination shall, upon
notice thereof to the Borrower and the Agent, be conclusive and binding on
the Borrower) that the introduction of or any change in, or in the
interpretation of, any law makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Bank to
continue or maintain any portion of the Loan as a loan bearing interest at
the Adjusted LIBOR Rate, the obligation of such Bank to continue or
maintain the indebtedness evidenced by such Bank's Note on such basis
shall, upon such determination, forthwith be suspended until such Bank
shall notify the Borrower that the circumstances causing such suspension
no longer exist, and the entire indebtedness evidenced by such Bank's Note
shall automatically bear interest at the Base Rate at the end of the then
current Interest Period or sooner, if required by such law or assertion.
22. Section 2.6(b) of the Loan Agreement, as set forth in the Original
Loan Agreement, is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(b) All payments (including prepayments) to be made by the Borrower
on account of principal, interest and fees shall be made without set-off
or counterclaim and shall be made to the Agent, for the account of the
Banks at the Agent's office located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in
immediately available funds. The Agent shall promptly distribute such
payments upon receipt in like funds as received in proportion to their
respective Facility Commitments; provided, however, that in the event that
the indebtedness of Borrower to the several Banks at any time is not in
proportion to the Facility Commitments of the Banks (as a result of
failure or refusal of a Bank to fund a requested Advance, receipt by a
Bank of a payment not shared pro rata with the other Banks, expense
incurred in connection herewith not borne proportionately by the Banks or
otherwise or because the Swing Line Lender has made a Swing Line Advance
which has not been purchased or funded by the other Banks), further
payments shall be paid to the Bank or Banks to which the Borrower's
indebtedness is disproportionately greater than such Banks' pro rata share
until such proportionality is reestablished.
23. Section 4.2(b) of the Loan Agreement, as set forth in the Original
Loan Agreement, is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(b) Neither Borrower shall be in default of any of the terms and
provisions hereof or of any instrument or document now or at any time
hereafter evidencing or securing all or any part of the Loan
indebtednesses. Each of the Warranties and Representations of the Borrower
and Guarantors, as set out in Section 5 hereof shall remain true and
correct in all material respects as of the date of such Advance.
24. The first sentence of Section 8 of the Loan Agreement, as set forth
in the Original Loan Agreement, is hereby deleted in its entirety and the
following is inserted in lieu thereof:
An "Event of Default" shall exist if any of the following shall
occur (and as used in this Section 8, references to "Borrower" shall be
construed to mean either Borrower):
25. Exhibit "B" to the Loan Agreement, as set forth in the Fifth
Amendment, is hereby deleted in its entirety, and the schedule attached hereto
marked REVISED EXHIBIT "B" shall be inserted in lieu thereof.
26. All terms and provisions of the Loan Agreement, as heretofore
amended, which are inconsistent with the provisions of this Amendment are hereby
modified and amended to conform hereto; and, as so modified and amended, the
Loan Agreement is hereby ratified, approved and confirmed. Except as otherwise
may be expressly provided herein, this Amendment shall become effective as of
the date set forth in the initial paragraph hereof.
27. All references in all Loan Documents (including, but not limited to,
the New Notes, the Security Agreement, and the Loan Agreement) to the "Loan
Agreement" shall, except as the context may otherwise require, be deemed to
constitute references to the Loan Agreement as amended hereby. All references in
the Loan Documents (including, but not limited to, the Security Agreement and
the Loan Agreement) to the "Notes" shall, except as the context may otherwise
require, be deemed to constitute references to the Notes as such term is defined
herein.
[SEPARATE SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE
TO
SEVENTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
IN WITNESS WHEREOF, the Borrowers, the Guarantors, the Banks and the Agent
have caused this Agreement to be executed by their duly authorized officers, all
as of the day and year first above written.
BORROWERS:
DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
GUARANTORS:
DIRECT GENERAL CORPORATION, a Tennessee corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice-President and Chief Financial
Officer
DIRECT GENERAL INSURANCE AGENCY, INC., a Tennessee
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
[SIGNATURE PAGE CONTINUED]
DIRECT GENERAL INSURANCE AGENCY, INC., an Arkansas
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL INSURANCE AGENCY, INC., a Mississippi
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC.,
a Louisiana corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL AGENCY OF KENTUCKY, INC., a Kentucky
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT ADJUSTING COMPANY, INC., a Tennessee
corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
DIRECT ADMINISTRATION, INC., a Tennessee corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
[SIGNATURE PAGE CONTINUED]
DIRECT GENERAL INSURANCE AGENCY, INC., a Texas
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President and Chief Financial Officer
DIRECT GENERAL CONSUMER PRODUCTS, INC., a Tennessee
corporation
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
BANKS:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Title: SVP
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Rack
--------------------------------------------------
Title: Sr. Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Title: Vice President
CAROLINA FIRST BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Title: EVP
JPMORGAN CHASE BANK, N.A.
(successor by merger to Bank One, NA (Main
Office Chicago))
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------------
Title: First Vice President
[SIGNATURE PAGE CONTINUED]
REGIONS BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
Title: Sr. Vice President
FIFTH THIRD BANK, N.A. (TENNESSEE)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------
Title: VP
AGENT:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Title: SVP
REVISED EXHIBIT "B"
FACILITY COMMITMENTS OF THE BANKS
Revolving Facility Commitments
First Tennessee Bank National Association $ 40,000,000.00*
Hibernia National Bank 20,000,000.00
U. S. Bank National Association 30,000,000.00
Regions Bank 25,000,000.00
Carolina First Bank 15,000,000.00
National City Bank 15,000,000.00
Fifth Third Bank 10,000,000.00
JPMorgan Chase Bank, N.A. (successor by 35,000,000.00
merger to Bank One, NA (Main Office Chicago))
---------------
TOTAL: $190,000,000.00
---------------
* Includes $30,000,000.00 Swing Line Commitment of First Tennessee Bank National
Association.
