FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (the "Amendment") is made as of this
27th day of November, 2001 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, as further amended by that certain
Second Amendment to Credit Agreement, dated as of August 12, 1999, as further
amended by that certain Third Amendment to Credit Agreement, dated as of
November 30, 2000 with an effective date of September 30, 2000, and as further
amended by that certain Fourth Amendment to Credit Agreement, dated as of April
17, 2001 (collectively, the "Credit Agreement); and
WHEREAS, the Borrower and the Bank 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
shall have the meaning given to them in the Credit Agreement.
SECTION II. AMENDMENTS TO CREDIT AGREEMENT.
2. 1 The definition of "Anniversary Date" in Section 1.1 of the Credit Agreement
is hereby deleted in its entirety and amended by inserting the following in its
stead:
" Anniversary Date means December 5 of each calendar year, commencing December
5, 2002."
2.2 The definition of "Revolving Loan Termination Date" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and amended by inserting the
following in its stead:
" Revolving Loan Termination Date means December 5, 2002; provided, however, if
not fewer than seven (7) months nor more than nine (9) months prior to any
Anniversary Date, the Borrower requests the Bank to extend the Revolving Loan
Termination Date for an additional year and if the Bank in its sole discretion
in writing within thirty (30) days of such request, grants such request, the
Revolving Loan Termination Date means the date to which the Revolving Loan
Termination Date has been so extended. If such date is not a Business Date, the
Revolving Loan Termination Date shall be the next preceding Business Day."
SECTION III. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
3.1 The Bank shall have received a copy of this Amendment duly executed by the
Borrower.
3.2 The Bank shall have received a $10,000 renewal fee due and payable and
deemed fully earned on the date hereof.
3.3 The Bank shall have received such other documents, certificates and
assurances as it shall reasonably request, all of which shall 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. WAIVER OF NOTICE OF EXTENSION OF REVOLVING LOAN TERMINATION DATE.
Solely for purposes of this Amendment, the Bank hereby waives the notice
requirement set forth in the definition of "Revolving Loan Termination Date"
solely with respect to the extension thereof set forth in this Amendment.
SECTION VI. FULL FORCE AND EFFECT. Except as herein amended, the Credit
Agreement and all other Loan Documents shall remain in full force and effect.
SECTION VII. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
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 President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR
The undersigned, ASCENT ASSURANCE, INC. (formerly Westbridge Capital Corp.),
hereby ratifies and reaffirms that certain Guaranty dated June 6, 1997 (as
amended from time to time, the "Guaranty") made by the undersigned in favor of
LaSalle Bank National Association (the "Bank") and each of the terms and
provisions contained therein, and agrees that the Guaranty continues in full
force and effect following the execution and delivery of the foregoing
Amendment. The undersigned represents and warrants to the Bank that the Guaranty
was, on the date of the execution and delivery thereof, and continues to be, the
valid and binding obligation of the undersigned enforceable in accordance with
its terms and that the undersigned has no claims or defenses to the enforcement
of the rights and remedies of the Bank under the Guaranty.
IN WITNESS WHEREOF, this Acknowledgment and Agreement of Guarantor has been duly
authorized as of this 27th day of November, 2001.
ASCENT ASSURANCE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
