Exhibit 10.1 (a)


 


November 16, 2015


 


Horace Mann Educators Corporation


One Horace Mann Plaza


Springfield, Illinois 62715-001


Attention: Angela Christian


 


		Re:	First Amendment to Credit Agreement



 


Ladies / Gentlemen,


 


Please refer to the
Amended and Restated Credit Agreement dated as of July 30, 2014 (the “Credit Agreement”) between Horace
Mann Educators Corporation, a Delaware Corporation (the “Borrower”), the Lenders party there and JPMorgan
Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms not defined
herein shall have the meanings assigned to such terms in the Credit Agreement and the rules of interpretation set forth in Section
1.03 of the Credit Agreement shall apply herein as if fully set forth herein, mutatis mutandis.


 


1.      Amendment.
The Borrower and Required Lenders agree that, notwithstanding anything in Section 6.06 of the Credit Agreement to the contrary,
the Borrower shall be permitted, in connection with the incurrence of up to $300,000,000 of Indebtedness pursuant to one or more
indentures, to enter into, incur or permit to exist conditions which limit the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets.


 


2.      Representations
and Warranties. The Borrower represents and warrants as of the date hereof that (i) after giving effect to this amendment letter,
the representations and warranties set forth in the Credit Agreement will be true and correct with the same effect as if then made,
except to the extent that such representation or warranty specifically refer to earlier date, in which case such representation
and warranty shall be true and correct as of such earlier date; and (ii) no Default shall have occurred and be continuing.


 


3.      Conditions
Precedent. This amendment letter shall become effective on the date on which the Administrative Agent has received counterparts
of this amendment letter signed by the Borrower and the Required Lenders.


 


4.      Continuing
Effectiveness, etc. The Borrower acknowledges and affirms that after giving effect to this amendment letter, the Credit Agreement
and each other Loan Document shall remain in full force and effect and will continue to constitute a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms, subject to Debtor Relief Laws and general equitable
principles (whether considered a proceeding in equity or at law). After the effectiveness of this amendment letter, all references
in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit
Agreement as amended hereby. Except to the extent expressly set forth herein, all of the terms and conditions of the Credit Agreement
and the other Loan Documents shall remain


 




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unchanged and in full
force and effect. This amendment letter is limited to the matters specifically set forth herein and does not constitute a waiver,
consent or amendment with respect to any other matter whatsoever.


 


5.      Loan Document.
This amendment letter shall be deemed to be a Loan Document for all purposes of the Credit Agreement and each other Loan Document.


 


6.      Ratification.
This amendment letter embodies the entire agreement of the parties and supersedes any prior agreements or understandings with respect
to the subject matter hereof.


 


7.      Miscellaneous.
The provisions of Sections 9.02, 9.03, 9.06 9.07 and 9.09 through 9.11 of the Credit Agreement are incorporated herein by reference,
mutatis mutandis.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this amendment letter to be duly executed and delivered as of the date first above written.


 


	 	JPMORGAN CHASE BANK, N.A., individually and
	 	as Administrative Agent


 


	 	By	/s/ Thomas A. Kiepura	 
	 	Name:  Thomas A. Kiepura
	 	Title: Senior Credit Executive


 




     


     

    

 


	 	PNC BANK, NATIONAL ASSOCIATION


 


	 	By	/s/ Nicole Limberg	 
	 	Name: Nicole Limberg
	 	Title: VP


 




     


     

    

 


	 	THE NORTHERN TRUST COMPANY


 


	 	By	/s/ Peter J. Hallan	 
	 	Name: Peter J. Hallan
	 	Title: Vice President


 




     


     

    

 


	 	COMERICA BANK


 


	 	By	/s/ Heather Whiting	 
	 	Name: Heather Whiting
	 	Title: Vice President


 




     


     

    

 


	 	STATE STREET BANK AND TRUST COMPANY


 


	 	By	/s/ Kimberly R. Costa	 
	 	Name: Kimberly R. Costa
	 	Title: Vice President


 




     


     

    

 


	 	ILLINOIS NATIONAL BANK


 


	 	By	/s/ John Wilson	 
	 	Name: John Wilson
	 	Title: EVP


 




     


     

    

 


Accepted and agreed as of the date first
above written:


 


	 	HORACE MANN EDUCATORS CORPORATION


 


	 	By	/s/ Dwayne D. Hallman	 
	 	Name: Dwayne D. Hallman
	 	Title: Executive Vice President and CFO


 


	 	By	/s/ Angela S. Christian	 
	 	Name: Angela S. Christian
	 	Title: Vice President and Treasurer