FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement (the "Amendment") is made as of
this 17th day of April, 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, and
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 (collectively,
the "Credit Agreement); and
WHEREAS, Ascent Assurance, Inc. ("Guarantor") executed and delivered that
certain Guaranty, dated as of June 6, 1997 in favor of the Bank with respect to
all of the obligations of the Borrower to the Bank, as amended from time to time
(the "Guaranty");
WHEREAS, simultaneously herewith, Guarantor and the Bank will further amend
the Guaranty pursuant to that certain Sixth Amendment and Waiver of Certain
Events of Default under Credit Agreement (the "Sixth Amendment to Guaranty")
providing, among other things, for the waiver of certain covenant defaults under
the Guaranty and the Credit Agreement;
WHEREAS, the Guarantor desires to enter into a Credit Agreement (the "CSFB
Financing") with Credit Suisse First Boston Management Corporation ("CSFB") and
requires the consent of the Bank with respect to the pledge of stock and other
similar interests of certain subsidiaries of the Guarantor (the "Subsidiary
Pledge") in connection therewith;
WHEREAS, as a condition to the Bank providing (i) its consent with respect
to the Subsidiary Pledge and (ii) waiver of certain covenant defaults pursuant
to the Sixth Amendment to Guaranty, the Bank is requiring that the Borrower
execute and deliver this Amendment.
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.
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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 Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Applicable Margin" in its entirety and inserting the
following in its stead:
"Applicable Margin" means, as of any date, (i) with respect to each LIBOR
Rate Loan, the per annum rate equal to the LIBOR Rate plus 3.25%, or
(ii) with respect to each Base Rate Loan, the per annum rate equal to
the Base Rate plus 1.125%, as applicable.
2.2 Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition "Change in Control" in its entirety and inserting the following
in its stead:
"Change in Control" means, with respect to the Borrower or the Guarantor,
the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof) of
shares representing more than 50% of the aggregate ordinary voting
power for the election of directors of the issued and outstanding
capital stock of the Borrower or the Guarantor."
SECTION III. CONDITIONS PRECEDENT.
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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 copy of the Sixth Amendment of Guaranty duly
executed by the Guarantor.
3.3 The Bank shall have received a Side Agreement with respect to the
contribution by the Guarantor of proceeds from the CSFB Financing in an
amount not less than $11,000,0000 to Freedom Life Insurance Company of
America ("FLICA") duly executed by the Guarantor and CSFB, together with
evidence satisfactory to the Bank in its sole and absolute discretion that
CSFB has loaned an amount not less than $11,000,000 to the Guarantor and
the Guarantor has contributed an amount not less than $11,000,000 to FLICA.
3.4 The Bank shall have received a Subordination Agreement, duly executed by
CSFB.
3.5 The Bank shall have received a $25,000 waiver and amendment fee due and
payable and deemed fully earned on the date hereof, as required under the
Sixth Amendment to Guaranty.
3.6 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.
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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.
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Except as herein amended, the Credit Agreement and all other Loan Documents
shall remain in full force and effect.
SECTION VI. COUNTERPARTS.
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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 CEO
LASALLE BANK NATIONAL ASSOCIATION
By: /s/Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
