exv10w1



 





Exhibit 10.1




SUPPLEMENT TO CREDIT AGREEMENT




     THIS SUPPLEMENT TO CREDIT AGREEMENT, dated as of November 8, 2007 (this “Supplement”),
supplements the Amended and Restated Credit Agreement, dated as of October 25, 2006 (the
“Credit Agreement”), among DELPHI FINANCIAL GROUP, INC., a Delaware corporation (the
“Borrower”), the various financial institutions parties thereto (collectively, the
“Lenders”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.



     WHEREAS, the parties hereto have entered into the Credit Agreement, which provides for the
Lenders to extend certain credit facilities to the Borrower from time to time; and



     WHEREAS, the parties hereto desire to supplement the Credit Agreement to increase the
Aggregate Commitments, as permitted pursuant to Section 2.12 of the Credit Agreement;



     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:



     SECTION 1. INCREASE.     Effective as of the date hereof (the “Increase Effective Date”), the
Credit Agreement shall be supplemented in accordance with Sections 1.1 through 1.2
below.



     1.1     New Lenders.     JPMorgan Chase Bank, N.A. and Société Générale (together the “New
Lenders”) are hereby added to the Credit Agreement as Lenders.



     1.2     Commitments.     Schedule 2.01 of the Credit Agreement is hereby amended and restated
in its entirety to state as set forth in Schedule 2.01 thereto. Upon the Effective Date, the
Borrower shall borrow and/or prepay any Loans outstanding on the Increase Effective Date to the
extent necessary so that the outstanding Loans from each Lender will be ratable with the Lenders’
revised Applicable Percentages arising from the change in such Applicable Percentages pursuant to
this Supplement.



     SECTION 2. CONDITIONS PRECEDENT.     This Supplement shall become effective when each of the
conditions precedent set forth in this Section 2 shall have been satisfied, and notice
thereof shall have been given by the Administrative Agent to the Borrower and the Lenders.



     2.1     Receipt of Documents.     The Administrative Agent shall have received all of the
following documents duly executed, dated the date hereof or such other date as shall be acceptable
to the Administrative Agent, and in form and substance satisfactory to the Administrative Agent:




     (a)     Supplement.     This Supplement, duly executed by the Borrower, the
Administrative Agent, the New Lenders and the Lenders increasing their Commitments (the
“Increasing Lenders”).




 








 





     (b)     Certificate.     A certificate signed by a Responsible Officer of the Borrower
(i) certifying and attaching the resolutions adopted by the Borrower approving or consenting
to such increase, and (ii) certifying that, before and after giving effect to such the
increase provided hereunder, (A) the representations and warranties contained in Article
V of the Credit Agreement are true and correct on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date, and except
that the representations and warranties contained in subsections (a)(i) and (b)(i) of
Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (d) and (a), respectively, of
Section 6.01 of the Credit Agreement, and (B) no Default exists.




     2.2     Fees.




     (a)     Increase Fee.     The Borrower shall have paid the Administrative Agent for
the account of the Administrative Agent, the New Lenders and the Increasing Lenders the fees
provided for in the fee letter related hereto.





     (b)     Break Funding Costs.     The Borrower shall have paid to the Administrative
Agent, for the account of the applicable Lenders, amounts required pursuant to Section
2.12(e) of the Credit Agreement arising from the prepayments set forth in Section
1.2 hereof.




     SECTION 3. MISCELLANEOUS.



     3.1     Continuing Effectiveness, etc.     This Supplement is a supplement to the Credit
Agreement, and the Credit Agreement, as supplemented hereby, shall remain in full force and effect
and is hereby ratified, approved and confirmed in each and every respect. After the effectiveness
of this Supplement in accordance with its terms, all references to the Credit Agreement in the Loan
Documents or in any other document, instrument, agreement or writing shall be deemed to refer to
the Credit Agreement as supplemented hereby.



     3.2     Payment of Costs and Expenses.     The Borrower agrees to pay on demand all
reasonable out-of-pocket expenses of the Administrative Agent (including the fees and out-of-pocket
expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation,
execution and delivery of this Supplement.



     3.3     Severability.     Any provision of this Supplement which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Supplement or affecting the validity or enforceability of such provision in any other
jurisdiction.



     3.4     Headings.     The various headings of this Supplement are inserted for convenience
only and shall not affect the meaning or interpretation of this Supplement or any provisions
hereof.



 









 





     3.5     Execution in Counterparts.     This Supplement may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



     3.6     Governing Law.     THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.



     3.7     Successors and Assigns.     This Supplement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	DELPHI FINANCIAL GROUP, INC.

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



 









 




	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE

 	 
	 	By  	 	 
	 	 	Title: