Second Amendment to Credit Agreement



 Exhibit 10.1(b) 
  
 SECOND AMENDMENT TO CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2005 (this “Amendment”), amends the Credit Agreement, dated as of May
29, 2002 (as heretofore amended, the “Credit Agreement”), among Horace Mann Educators Corporation, 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 amend the Credit Agreement in certain respects as hereinafter set forth; 
  
 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. AMENDMENT. Effective as of the date hereof the definition of “Commitment Termination Date” in Section 1.1 of the Credit
Agreement is hereby amended to state in its entirety as follows: 
  
 “Commitment Termination Date shall mean the earlier to occur of June 30, 2005 or the date on which any Commitment Termination Event occurs.” 
  
 SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective when each of the conditions precedent set forth in
this Section 2 shall have been satisfied. 
  
 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)
Amendment. This Amendment, duly executed by the Borrower, the Administrative Agent and the Lenders. 
  
 (b) Secretary’s Certificate. A certificate of the secretary or an assistant secretary of the Borrower, as to (i) resolutions
of the Board of Directors of the Borrower then in full force and effect authorizing the execution, delivery and performance of this Amendment and each other document described herein, and (ii) the incumbency and signatures of those officers of the
Borrower authorized to act with respect to this Amendment and each other document described herein. 







 2.2 Compliance with Warranties, No Default, etc. Both before and after giving effect to the
effectiveness of this Amendment, the following statements by the Borrower shall be true and correct (and the Borrower, by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and each Lender that such
statements are true and correct as at such times): 
  
 (a) the representations and warranties set forth in Article VII of the Credit Agreement shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date); and 
  
 (b) no Default shall have then occurred and be continuing. 
  
 SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as
follows: 
  
 3.1 Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not 
  
 (a) contravene the Borrower’s organization documents;

  
 (b) contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting the Borrower; or 
  
 (c) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties. 
  
 3.2 Government Approval, Regulation, etc. No authorization or approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower. 
  
 3.3 Validity, etc. This Amendment constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms. 
  
 SECTION 4. MISCELLANEOUS. 
  
 4.1
Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended 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 Amendment 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 amended hereby. 
  
 4.2 Payment of Costs
and Expenses. The Borrower agrees to pay on demand all 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 Amendment.

  
 4.3 Severability. Any provision of this Amendment 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 Amendment or affecting
the validity or enforceability of such provision in any other jurisdiction. 
  
 4.4 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 4.5 Execution in Counterparts. This Amendment 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. 
  
 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF ILLINOIS. 
  
 4.7 Successors and Assigns. This
Amendment 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 Amendment to be executed by their respective
officers there unto duly authorized as of the day and year first above written. 
  

					
	 	 	HORACE MANN EDUCATORS CORPORATION
			
	Signed April 28, 2005	 	By	 	 /s/ Peter H. Heckman


	 	 	Title:	 	EVP & CFO
			
	Signed April 28, 2005	 	By	 	 /s/ Dwayne D. Hallman


	 	 	Title:	 	SVP Finance
		
	 	 	 BANK OF AMERICA, N.A.,
individually and as Administrative Agent

			
	Signed April 28, 2005	 	By	 	 /s/ Debra Basler


	 	 	Title:	 	Senior Vice President
		
	 	 	 JPMORGAN CHASE BANK, N.A. (successor
to BANK ONE, NA)

			
	Signed May 3, 2005	 	By	 	 /s/ Thomas A. Kiepura, II


	 	 	Title:	 	Vice President
		
	 	 	NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
			
	Signed April 28, 2005	 	By	 	 /s/ Steve Vilatte


	 	 	Title:	 	Vice President