Exhibit 4.5(a)
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
This AMENDMENT NO. 1 to CREDIT AGREEMENT (the "Amendment"), dated as
of April 1, 2004, is entered into by and among FBL Financial Group, Inc. (the
"Company"), the financial institutions party hereto (the "Lenders"), and LaSalle
Bank National Association, as Administrative Agent (the "Agent"). Each
capitalized term used herein and not otherwise defined herein shall have the
meaning given to it in the below-defined Credit Agreement.
WITNESSETH
WHEREAS, the Company, the Lenders, and the Agent are parties to a
Credit Agreement dated as of December 18, 2003 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"); and
WHEREAS, the Company wishes to amend the Credit Agreement in certain
respects and the Lenders and the Agent are willing to amend the Credit Agreement
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Agent and the Lenders hereby agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date first above
written, and subject to the satisfaction of the condition to effectiveness set
forth in SECTION 2 below, the Credit Agreement shall be and hereby is amended as
follows:
(a) SECTION 1.1 of the Credit Agreement is hereby amended to
insert alphabetically therein the following new defined terms:
"CONSOLIDATED DEBT TO CAPITALIZATION INDEBTEDNESS" means, at any time,
the aggregate amount of Indebtedness identified in the Borrower's most
recent 10-K, 10-Q, or other public filing made with the Securities and
Exchange Commission.
"CONSOLIDATED DEBT TO CAPITALIZATION NET WORTH" means the consolidated
stockholders' equity of the Borrower and its Subsidiaries as set forth
in the Borrower's most recent 10-K, 10-Q
or other public filing made with the Securities and Exchange
Commission.
"SENIOR UNSECURED NOTES" means those certain Senior Unsecured Notes
issued by the Borrower in an initial aggregate principal amount of
$75,000,000 that are due in 2014, as the same may be amended,
restated, supplemented or otherwise modified from time to time, and
any senior unsecured notes of like tenor and amount which are
exchanged for the Senior Unsecured Notes pursuant to a registered
exchange offer or shelf registration, as contemplated by the Senior
Unsecured Note Documents.
"SENIOR UNSECURED NOTE DOCUMENTS" means the agreements, documents, and
instruments delivered in connection with the Senior Unsecured Notes,
including, without limitation, the indenture or note purchase
agreement(s) pursuant to which the Senior Unsecured Notes are issued,
in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time.
(b) SECTION 6.11 of the Credit Agreement is hereby amended to
delete therefrom clause (j) thereof and to substitute therefor the following:
(j) Indebtedness evidenced by the Senior Unsecured Notes and the
Senior Unsecured Note Documents in an aggregate principal amount not
to exceed $75,000,000 at any time.
(k) Indebtedness not otherwise permitted under this SECTION 6.11
in a principal amount outstanding not to exceed $10,000,000 in the
aggregate at any time.
(c) SECTION 6.18.2 of the Credit Agreement is hereby amended in
its entirety as follows:
6.18.2 STATUTORY CAPITAL AND SURPLUS. Farm Bureau Life Insurance
Company and EquiTrust Life Insurance Company shall maintain a combined
statutory capital and surplus, as determined in accordance with SAP,
equal to or greater than $400,000,000, with such combined statutory
capital and surplus being calculated as the sum of (x) Farm Bureau
Life Insurance Company's statutory capital and surplus PLUS (y)
EquiTrust Life Insurance Company's statutory capital and surplus (the
"MINIMUM CAPITAL AND SURPLUS THRESHOLD"); PROVIDED, HOWEVER, that the
Minimum Capital and Surplus Threshold shall increase each quarter,
commencing on December 31, 2003, by 50% of the prior quarter's
positive statutory net income for Farm Bureau Life Insurance Company
and
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EquiTrust Life Insurance Company on a combined basis, determined in
accordance with SAP.
(d) SECTION 6.18 of the Credit Agreement is hereby amended to
insert immediately at the end thereof the following SECTION 6.18.5:
6.18.5. DEBT TO CAPITALIZATION RATIO. The Borrower shall maintain a
ratio (the "DEBT TO CAPITALIZATION RATIO") of (i) Consolidated Debt to
Capitalization Indebtedness to (ii) Consolidated Debt to
Capitalization Net Worth PLUS Consolidated Debt to Capitalization
Indebtedness, as determined as of the end of each of its fiscal
quarters, that is equal to or less than 35%.
(e) EXHIBIT B to the Credit Agreement is hereby amended in its
entirety pursuant to the form of EXHIBIT B attached to this Amendment.
2. CONDITION OF EFFECTIVENESS. This Amendment shall become effective and
be deemed effective as of the date hereof, if, and only if, the Agent shall have
received executed copies of this Amendment from the Company and the Required
Lenders.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants as follows:
(a) The Credit Agreement as previously executed constitutes the
legal, valid and binding obligation of the Company and is enforceable against
the Company in accordance with its terms.
(b) Upon the effectiveness of this Amendment, the Company hereby
(i) represents that no Default or Unmatured Default exists under the terms of
the Credit Agreement, (ii) reaffirms all covenants, representations and
warranties made in the Credit Agreement, and (iii) agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Lenders or the Agent
under the Credit Agreement or any related document, instrument or agreement. The
Agent and the Lenders expressly reserve all of their rights and remedies,
including the right to institute enforcement actions in consequence of any
existing Defaults or Unmatured Defaults not waived hereunder or otherwise at any
time without further notice, under the Credit Agreement, all other documents,
instruments and agreements executed in connection therewith, and applicable law.
4. EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Amendment, on and after the
date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Credit Agreement, as amended and modified hereby.
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(b) Except as specifically amended and modified above, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect, and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall neither, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Lenders or the Agent, nor constitute a waiver of
any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. COSTS AND EXPENSES. The Company agrees to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Agent) incurred by the Agent and the Lenders in connection with the
preparation, arrangement, execution and enforcement of this Amendment.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION 735 ILCS
SECTION 105/5-1 ET. SEQ. BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.
7. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. NO STRICT CONSTRUCTION. The parties hereto have participated jointly
in the negotiation and drafting of this Amendment. In the event an ambiguity or
question of intent or interpretation arises, this Amendment shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Amendment.
The remainder of this page is intentionally blank.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
FBL FINANCIAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: V.P., Finance
LASALLE BANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
BANKERS TRUST COMPANY, N.A., as a Lender
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Vice President
EXHIBIT B
TO
CREDIT AGREEMENT
COMPLIANCE CERTIFICATE
To: The Administrative Agent and the Lenders parties to the
below-described Credit Agreement
This Compliance Certificate is furnished pursuant to that certain Credit
Agreement, dated as of December 18, 2003 (as the same may be amended, modified,
renewed or extended from time to time, the "Agreement"), among FBL Financial
Group, Inc., as the borrower (the "Borrower"), the financial institutions from
time to time party thereto as lenders (the "Lenders"), and LaSalle Bank National
Association, as Administrative Agent (the "Administrative Agent") for the
Lenders. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ____________________ of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and
4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with the financial covenants
set forth in SECTION 6.18 of the Agreement, all of which data and computations
are true, complete and correct.
[5.] **[Schedule II attached hereto sets forth the various reports and
deliveries which are required at this time under the Agreement and the other
Loan Documents and the status of compliance in connection therewith.]**
Described below are the exceptions, if any, to paragraph 3. Included in
such description is a detailed discussion of the nature of the applicable
condition or event, the period during which it has existed and the action which
the Borrower has taken, is taking, or proposes to take with respect to such
condition or event:
The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ________ day of ________,______.
SCHEDULE I TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Section 6.18 of the Credit Agreement
SECTION 6.18.1 - INTEREST COVERAGE RATIO
1. Required Minimum Interest Coverage Ratio 3.0 to 1.0
2. Actual Interest Coverage Ratio
(a) Available Dividends of Farm Bureau Life Insurance Company and
EquiTrust Life Insurance Company $__________
(b) Consolidated Interest Expense $__________
(c) Amount of interest accrued under the FBL Subordinated Note Documents
and the Trust Preferred Securities excluded from the calculation of
Consolidated Interest Expense $__________
(d) Ratio of (a) to (b) ____ to 1.0
SECTION 6.18.2 - STATUTORY CAPITAL AND SURPLUS
1. Required Minimum Combined Statutory Capital and Surplus for Farm Bureau
Life Insurance Company and EquiTrust Life Insurance Company:
(a) $400,000,000
(b) Cumulative positive statutory net income for Farm Bureau Life
Insurance Company for each fiscal quarter beginning with the fiscal
quarter ending December 31, 2003 $__________
(c) Cumulative positive statutory net income for EquiTrust Life Insurance
Company for each fiscal quarter beginning with the fiscal quarter
ending December 31, 2003 $__________
(d) (b) PLUS (c) $__________
(e) .50 TIMES (d) $__________
(f) (a) PLUS (e) $__________
2. Actual Combined Statutory Capital and Surplus for Farm Bureau Life
Insurance Company and EquiTrust Life Insurance Company
(a) Actual statutory capital and surplus for Farm Bureau Life Insurance
Company $__________
(b) Actual statutory capital and surplus for EquiTrust Life Insurance
Company $__________
(c) (a) PLUS (b) $__________
SECTION 6.18.3 - MINIMUM NET WORTH
1. Minimum Required Consolidated Net Worth:
(a) $575,000,000
(b) Cumulative positive Consolidated Net Income for each fiscal quarter
beginning with the fiscal quarter ending December 31, 2003 $__________
(c) .50 times (b) $__________
(d) (a) PLUS (c) $__________
2. Actual Consolidated Net Worth (determined without giving effect to
unrealized gains or losses related to FASB No. 115 activities) $__________
SECTION 6.18.4 - INSURANCE RISK BASED CAPITAL
1. Required Minimum Insurance RBC Ratio for Farm Bureau Life Insurance Company 350%
2. Actual Minimum Insurance RBC Ratio for Farm Bureau Life Insurance Company
(a) Total Adjusted Capital (as defined in the Insurance RBC Model Act) for
Farm Bureau Life Insurance Company $__________
(b) Authorized Control Level RBC (as defined in the Insurance RBC Model
Act) for Farm Bureau Life
Insurance Company $__________
(c) Ratio of (a) to (b) (calculated as a percentage) ___________
3. Required Minimum Insurance RBC Ratio for EquiTrust Life Insurance Company 350%
4. Actual Minimum Insurance RBC Ratio for EquiTrust Life Insurance Company
(a) Total Adjusted Capital (as defined in the Insurance RBC Model Act) for
EquiTrust Life Insurance Company $__________
(b) Authorized Control Level RBC (as defined in the Insurance RBC Model
Act) for EquiTrust Life Insurance Company $__________
(c) Ratio of (a) to (b) (calculated as a percentage) ___________
SECTION 6.18.5 - DEBT TO CAPITALIZATION RATIO
1. Maximum Permitted Debt to Capitalization Ratio 35%
2. Actual Debt to Capitalization Ratio
(a) Consolidated Debt to Capitalization Indebtedness (as reported in the
Borrower's most recent public filing with the Securities and Exchange
Commission) $__________
(b) Consolidated Debt to Capitalization Net Worth (as reported in the
Borrower's most recent public filing with the Securities and Exchange
Commission) $__________
(c) Ratio of (a) to (a) PLUS (b) (expressed as a percentage) ____%
SCHEDULE II TO COMPLIANCE CERTIFICATE
Reports and Deliveries Currently Due
