EXHIBIT 4.7
SECOND AMENDMENT
SECOND AMENDMENT (this "AMENDMENT"), dated as of March 14, 2001, to the
Senior Credit Agreement, dated as of June 13, 2000 (as the same has been
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among Southwestern Life Holdings, Inc. (the "Borrower"),
the Lenders party thereto, and ING (U.S.) Capital, LLC, as Administrative Agent
(the "Administrative Agent").
RECITALS
WHEREAS, the Borrower, the Lenders and the Administrative Agent have
entered into the Credit Agreement and the Borrower and the Lenders have
agreed to amend a provision of the Credit Agreement as more fully set forth
below.
THEREFORE, in consideration of the foregoing and the covenants and
conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the Borrower, the Administrative Agent and the Lenders signatory hereto,
hereby agree as follows:
1. Amendment to Credit Agreement.
The definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement is hereby amended in its entirety as follows:
"Applicable Margin" shall mean, with respect to any pricing
period, the amount per annum set forth opposite such pricing period
under the heading "Margin" in the table set forth below. The
Applicable Margin shall be determined and adjusted quarterly on the
date (each, a "Calculation Date") five Business Days after the date by
which the Company is required to provide an officer's certificate in
accordance with the provisions of Section 7.2(b) for the most recently
ended fiscal quarter or fiscal year, as applicable, of the Company;
provided that (i) for the first six months after the Closing Date, the
Applicable Margin shall be at the rates set forth opposite the Level 1
Pricing Period and (ii) if the Company fails to provide the officer's
certificate to the Lenders as required by Section 7.2(b) for the last
day of the most recently ended fiscal quarter or fiscal year, as
applicable, of the Company preceding the applicable Calculation Date,
the Applicable Margin from such Calculation Date shall be based on
Level 1 Pricing Period until such time as an appropriate officer's
certificate is provided, whereupon the pricing level shall be
determined based upon the Consolidated Statutory Leverage Ratio set
forth in such officer's certificate.
Pricing Period Margin For Eurodollar Margin for Base Rate
Loans Loans
Level 1 Pricing Period 3.875% 2.875%
Xxxxx 0 Pricing Period 3.500% 2.500%
Xxxxx 0 Pricing Period 3.250% 2.250%
Xxxxx 0 Pricing Period 2.750% 1.750%
2. Effectiveness. This Amendment shall not be effective until such time
as the Borrower and the Lenders have indicated their consent by the
execution and delivery of the signature pages hereof to the
Administrative Agent.
3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders
that:
(a) the execution, delivery and performance of this
Amendment have been duly authorized by all necessary action on
the part of the Borrower. The execution, delivery and performance
by the Borrower of this Amendment and the consummation of the
transactions contemplated by this Amendment do not and will not
(a) violate any provision of any law or governmental rule or
regulation applicable to the Borrower, the organizational
documents of the Borrower, or any order, judgment or decree of
any court or other agency of government binding on the Borrower,
(b) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any material
contract of the Borrower, (c) result in or require the creation
or imposition of any Lien upon any of the properties or assets of
the Borrower or any of its Subsidiaries, or (d) require the
approval of the shareholders of the Borrower or any approval or
consent of any Person under any contract, except for such
approvals or consents which will be obtained on or before the
date hereof and disclosed in writing to the Lenders and except
for any such approvals or consents the failure of which to obtain
will not result in a Material Adverse Change;
(b) this Amendment has been duly executed and delivered by
the Borrower and is the legally valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with
its respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors' rights generally or by equitable
principles relating to enforceability;
(c) on or as of the date hereof, (i) before giving effect to
this Amendment and the transactions contemplated hereunder, no
Default or Event of Default has occurred and is continuing and
(ii) after giving effect to this Amendment and the transactions
contemplated hereunder, no Default or Event of Default has
occurred and is continuing ; and
(d) the representations and warranties of the Borrower
contained in the Credit Agreement and the Related Documents are
true and correct on and as of the date
hereof as if made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to a
specific date.
4. Status of Credit Agreement and Documents. This Amendment is limited
solely for the purposes and to the extent expressly set forth herein,
and, except as expressly modified hereby, the terms, provisions and
conditions of the Credit Agreement and Related Documents and the Liens
granted thereunder shall continue in full force and effect and are
hereby ratified and confirmed in all respects.
5. Counterparts. This Amendment may be executed in any number of
counterparts all of which, taken together, shall constitute one
Amendment. In making proof of this Amendment, it shall only be
necessary to produce the counterpart executed and delivered by the
party to be charged.
6. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Amendment have the meanings provided in
the Credit Agreement.
7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
SOUTHWESTERN LIFE HOLDINGS, INC.
By: /s/Xxxxx X. Commons
Name: Xxxxx X. Commons
Title: Senior Vice President &
Chief Financial Officer
ING (U.S.) CAPITAL LLC,
as Administrative Agent and a Lender
By: /s/Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Associate
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/Xxxxxxx Xxxxxxxx, Xx.
Name: Xxxxxxx Xxxxxxxx, Xx.
Title: Duly Authorized Signatory
FLEET NATIONAL BANK
By: /s/Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Vice President
