THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (the "Amendment") is made as of
this 30th day of November, 2000, to be effective as of September 30, 2000, by
and among ASCENT FUNDING, INC. (the "Borrower"), and LASALLE BANK NATIONAL
ASSOCIATION (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank are parties to that certain Credit
Agreement, dated as of June 6, 1997, as amended by that certain First Amendment
to Credit Agreement, dated as of September 8, 1998, and as further amended by
that certain Second Amendment to Credit Agreement, dated as of August 12, 1999
(collectively, the "Credit Agreement); and
WHEREAS, there has been a redomestication of National Foundation Life
Insurance Company and Freedom Life Insurance Company of America from Delaware
and Mississippi, respectively, to Texas; and
WHEREAS, the parties desire to further amend the Credit Agreement, as more
fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION I. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
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shall have the meaning given to them in the Credit Agreement.
SECTION II. AMENDMENTS TO CREDIT AGREEMENT.
2.1 The definition of "FLICA" in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following in its stead:
" "FLICA" means Freedom Life Insurance Company of America, a Texas
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Corporation."
2.2 The definition of "NFL" in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following in its stead:
"NFL" means National Foundation Life Insurance Company, a Texas
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Corporation."
2.3 The definition of "Revolving Loan Termination Date" in Section 1.1 of
the Credit Agreement is hereby amended by deleting "June 5, 2001" and inserting
"June 5, 2002" in its stead.
2.4 Section 3.4 of the Credit Agreement is hereby amended by inserting ",
FLICA" after "NFL" and before "and NFIC" in the fourth line of Section 3.4.
2.5 Section 7.10 of the Credit Agreement is hereby deleted in its entirety
and replaced by inserting the following in its stead:
"Minimum Consolidated GAAP Net Worth. At any time during the term hereof,
permit Consolidated GAAP Net Worth of the Borrower and its Subsidiaries to be
less than an amount equal to the sum of (a) $5,500,000, plus (b) 50% of any
cumulative positive Net Income of the Borrower and its Subsidiaries for each
fiscal quarter following the fiscal quarter ending December 31, 2000 plus (c)
Deferred Revenues as of the end of the most recent fiscal quarter."
SECTION III. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
3.1 The Bank shall have received copies of this Amendment duly executed by
the Borrower.
3.2 The Bank shall have received a renewal fee of $10,000 (the "Renewal
Fee"), which Renewal Fee shall be deemed fully earned and payable as of the date
hereof.
3.3 The Bank shall have received such other documents, certificates and
assurances as it shall reasonably request, all of which have been delivered on
or prior to the date hereof.
SECTION IV. REAFFIRMATION OF THE BORROWER. The Borrower hereby represents and
warrants to the Bank that (i) the warranties set forth in Article 5 of the
Credit Agreement are true and correct on and as of the date hereof, except to
the extent (a) that any such warranties relate to a specific date, or (b)
changes thereto are a result of transactions for which the Bank has granted its
consent; (ii) the Borrower is on the date hereof in compliance with all of the
terms and provisions set forth in the Credit Agreement as hereby amended; and
(iii) upon execution hereof no Event of Default has occurred and is continuing
or has not previously been waived.
SECTION V. FULL FORCE AND EFFECT. Except as herein amended, the Credit Agreement
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and all other Loan Documents shall remain in full force and effect.
SECTION VI. COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
ASCENT FUNDING, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board and CEO
LASALLE BANK NATIONAL ASSOCIATION
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
