Exhibit 10.1


EXECUTION VERSION


 


[ J.P.Morgan logo]


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


 


July 30, 2014


 


among


 


HORACE MANN EDUCATORS CORPORATION


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


 






 


J.P. MORGAN SECURITIES LLC,


as Sole Bookrunner and Joint Lead Arranger


 


PNC CAPITAL MARKETS LLC,


as Joint Lead Arranger


 


PNC BANK, NATIONAL ASSOCIATION,


as Syndication Agent


 


NORTHERN TRUST COMPANY


and


STATE STREET BANK AND TRUST COMPANY,


as Co-Documentation Agents


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	Definitions	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	17
	SECTION 1.03.	Terms Generally	17
	SECTION 1.04.	Accounting Terms; GAAP	18
	SECTION 1.05.	Allocation of Loans and Percentages as of the Effective Date	18
	 	 	 
	ARTICLE II	The Credits	19
	 	 	 
	SECTION 2.01.	Commitments	19
	SECTION 2.02.	Loans and Borrowings	19
	SECTION 2.03.	Requests for Borrowings	20
	SECTION 2.04.	Funding of Borrowings	20
	SECTION 2.05.	Interest Elections	21
	SECTION 2.06.	Termination and Reduction of Commitments	22
	SECTION 2.07.	Repayment of Loans; Evidence of Debt	23
	SECTION 2.08.	Prepayment of Loans	23
	SECTION 2.09.	Fees	24
	SECTION 2.10.	Interest	24
	SECTION 2.11.	Alternate Rate of Interest	25
	SECTION 2.12.	Increased Costs	25
	SECTION 2.13.	Break Funding Payments	26
	SECTION 2.14.	Taxes	27
	SECTION 2.15.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	31
	SECTION 2.16.	Mitigation Obligations; Replacement of Lenders	32
	SECTION 2.17.	Defaulting Lenders	33
	SECTION 2.18.	Increase of Commitments	33
	 	 	 
	ARTICLE III	Representations and Warranties	34
	 	 	 
	SECTION 3.01.	Due Organization, Authorization, Etc	34
	SECTION 3.02.	Statutory Financial Statements	35
	SECTION 3.03.	GAAP Financial Statements	36
	SECTION 3.04.	Litigation and Contingent Liabilities	36
	SECTION 3.05.	Investment Company Act	37
	SECTION 3.06.	Regulations T, U and X	37
	SECTION 3.07.	Proceeds	37
	SECTION 3.08.	Insurance	37
	SECTION 3.09.	Accuracy of Information	37
	SECTION 3.10.	Subsidiaries	37
	SECTION 3.11.	Insurance Licenses	38
	SECTION 3.12.	Taxes	38
	SECTION 3.13.	Compliance with Laws	38


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 3.14.	No Default	38
	SECTION 3.15.	Ownership of Property; Liens	38
	SECTION 3.16.	Anti-Corruption Laws and Sanctions	38
	 	 	 
	ARTICLE IV	Conditions	39
	 	 	 
	SECTION 4.01.	Effective Date	39
	SECTION 4.02.	Each Credit Event	40
	 	 	 
	ARTICLE V	Affirmative Covenants	40
	 	 	 
	SECTION 5.01.	Reports, Certificates and Other Information	40
	SECTION 5.02.	Corporate Existence; Foreign Qualification	44
	SECTION 5.03.	Books, Records and Inspections	44
	SECTION 5.04.	Insurance	44
	SECTION 5.05.	Taxes and Liabilities	44
	SECTION 5.06.	Compliance with Laws	44
	SECTION 5.07.	Conduct of Business	44
	SECTION 5.08.	Maintenance of Properties	44
	SECTION 5.09.	Use of Proceeds	45
	SECTION 5.10.	Accuracy Of Information	45
	SECTION 5.11.	Anti-Corruption Laws and Sanctions	45
	 	 	 
	ARTICLE VI	Negative Covenants	45
	 	 	 
	SECTION 6.01.	Consolidated Debt to Total Capitalization	45
	SECTION 6.02.	Net Worth	45
	SECTION 6.03.	Minimum Risk Based Capital	45
	SECTION 6.04.	Mergers, Consolidations and Sales	46
	SECTION 6.05.	Regulations T, U and X	46
	SECTION 6.06.	Restrictive Agreements	46
	SECTION 6.07.	Transactions with Affiliates	46
	SECTION 6.08.	Liens	46
	SECTION 6.09.	Subsidiary Debt	47
	SECTION 6.10.	Securities Lending	47
	 	 	 
	ARTICLE VII	Events of Default	47
	 	 	 
	ARTICLE VIII	The Administrative Agent	50
	 	 	 
	ARTICLE IX	Miscellaneous	52
	 	 	 
	SECTION 9.01.	Notices	52
	SECTION 9.02.	Waivers; Amendments	53
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	54
	SECTION 9.04.	Successors and Assigns	55
	SECTION 9.05.	Survival	58
	SECTION 9.06.	Counterparts; Integration; Effectiveness	59
	SECTION 9.07.	Severability	59


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 9.08.	Right of Setoff	59
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	59
	SECTION 9.10.	WAIVER OF JURY TRIAL	60
	SECTION 9.11.	Headings	60
	SECTION 9.12.	Confidentiality	60
	SECTION 9.13.	Interest Rate Limitation	61
	SECTION 9.14.	USA PATRIOT Act	62
	SECTION 9.15.	No Advisory or Fiduciary Responsibility	62


 




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SCHEDULES:


 


	Schedule 2.01	Commitments
	Schedule 3.01	Jurisdictions
	Schedule 3.02(a)	SAP Exceptions
	Schedule 3.04	Litigation
	Schedule 3.10	Subsidiaries
	Schedule 3.11	Insurance Licenses
	Schedule 6.06	Restrictive Agreements


 


EXHIBITS:


 


	Exhibit A	Form of Assignment and Assumption
	Exhibit B	Compliance Certificate
	Exhibit C-1	U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit C-2	U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit C-3	U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit C-4	U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)


 




    	 



    	 



    

 


AMENDED AND RESTATED CREDIT AGREEMENT


 


CREDIT AGREEMENT, dated
as of July 30, 2014, among HORACE MANN EDUCATORS CORPORATION, a Delaware corporation (the “Borrower”),
the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).


 


WHEREAS, the Borrower,
various lenders and the Administrative Agent are parties to a Credit Agreement, dated as of October 7, 2011, (the “Existing
Credit Agreement”);


 


WHEREAS, the parties
have agreed to amend and restate the Existing Credit Agreement pursuant to this Agreement; and


 


WHEREAS, the parties
intend that this Agreement and the documents executed in connection herewith not effect a novation of the obligations of the Borrower
under the Existing Credit Agreement, but merely a restatement of and, where applicable, an amendment to the terms governing such
obligations;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


ARTICLE
I


 


Definitions


 


SECTION 1.01.            Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal
to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative
Agent” has the meaning assigned to such term in the Preamble.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Agreement”
means this Credit Agreement as from time to time amended, modified, supplemented, restated, refunded or renewed and in effect.


 




    	 



    	 



    

 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate
for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing
on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO
Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate
or the Adjusted LIBO Rate, respectively.


 


“Annual Statement”
means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner
(or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiary’s
jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance
commissioner (or such similar authority) to be used for filing annual statutory financial statements and shall contain the type
of information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all
exhibits or schedules filed therewith.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s
Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.


 


“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the commitment fees
payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”,
“Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the ratings by S&P and
Moody’s, respectively, applicable on such date to the Index Debt:


 





	Index Debt Ratings 
(S&P/Moody’s):	 	ABR 
Spread:	 	 	Eurodollar 
Spread:	 	 	Commitment Fee 
Rate:	 
	Category 1 
A-/A3 or better	 	 	0	%	 	 	0.875	%	 	 	0.10	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2 
BBB+/Baa1	 	 	0.125	%	 	 	1.000	%	 	 	0.125	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3 
BBB/Baa2	 	 	0.250	%	 	 	1.150	%	 	 	0.15	%


  




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	Category 4 
BBB-/Baa3	 	 	0.375	%	 	 	1.250	%	 	 	0.175	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 5 
less than BBB-/Baa3	 	 	0.50	%	 	 	1.375	%	 	 	0.25	%






  


For purposes of the foregoing,
(i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category
5; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall differ
by one rating, the Applicable Rate shall be based on the higher of the two credit ratings; (iii) if the ratings established or
deemed to have been established by Moody’s and S&P for the Index Debt shall differ by two or more ratings, the Applicable
Rate shall be one rating level below the higher of such credit ratings; and (iv) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating
system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable
rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Agent and the Lenders
pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system
of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable
Rate shall be determined by reference to the rating most recently in effect from such rating agency prior to such change or cessation.


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Arrangers”
means J.P. Morgan Securities, LLC and PNC Capital Markets LLC in their capacities as joint lead arrangers.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Attributable
Debt” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that


 




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would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.18.


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date
and the date of termination of the Commitments.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person
charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further,
that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Beneficial
Owner” means, with respect to any U.S. federal withholding Tax, the beneficial owner, for U.S. federal income tax
purposes, to whom such Tax relates.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
has the meaning assigned to such term in the Preamble.


 


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois or
New York, New York are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.


 


“Capitalized
Lease” shall mean, as to any Person, any lease which is or should be capitalized on the balance sheet in accordance
with GAAP, together with any other lease which is in substance a financing lease, including, without limitation, any lease under
which (a) such Person has or will have an option to purchase the property subject thereto at a nominal amount or an amount less
than a reasonable estimate of the fair market value of such property as of the date


 




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the lease is entered
into or (b) the term of the lease approximates or exceeds the expected useful life of the property leased thereunder.


 


“Change in
Control” shall be deemed to have occurred if (a) there shall be consummated (i) any consolidation or merger
of the Borrower in which the Borrower is not the continuing or surviving corporation, or pursuant to which shares of the Borrower’s
common stock would be converted into cash, securities or other property, other than a merger of the Borrower in which no Borrower
shareholder’s ownership percentage in the surviving corporation immediately after the merger is less than such shareholder’s
ownership percentage in the Borrower immediately prior to such merger by ten percent (10%) or more, or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets
of the Borrower; (b) the shareholders of the Borrower approve any plan or proposal for the liquidation or dissolution of the
Borrower; (c) any “person” or “group” as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), is or becomes, directly or indirectly, the “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of securities of the Borrower that represent 51% or more of
the combined voting power of the Borrower’s then outstanding securities; or (d) a majority of the members of the Borrower’s
Board of Directors are persons who are then serving on the Board of Directors without having been elected by the Board of Directors
or having been nominated by the Borrower for election by its shareholders.


 


“Change in
Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which
such Lender becomes a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty (including any rules or regulations issued under or implementing any existing law), (b) any change in any law, rule,
regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) compliance
by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company,
if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder
or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans, expressed as an amount representing the maximum
aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.06, (b) increased from time to time pursuant to Section 2.18 and (c) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment
is set forth on


 




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Schedule 2.01, or in
the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate
amount of the Lenders’ Commitments is $150,000,000.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit B, but with such changes as the Administrative
Agent may from time to time request for purposes of monitoring the Borrower’s compliance herewith.


 


“Consolidated
Debt” means the consolidated Debt of the Borrower and its consolidated Subsidiaries, including without limitation
the principal amount of the Loans, but excluding FHLB Operating Debt in an aggregate amount at any time outstanding up to the Threshold
Amount less the aggregate market value of securities subject to Securities Lending at such time; provided that any
amount of FHLB Operating Debt at any time outstanding in excess of the Threshold Amount shall not be excluded from Consolidated
Debt.


 


“Contingent
Liability” means any agreement, undertaking or arrangement by which any Person (outside the ordinary course of business)
guarantees, endorses, acts as surety for or otherwise becomes or is contingently liable for (by direct or indirect agreement, contingent
or otherwise, to provide funds for payment by, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure
a creditor against loss) the debt, obligation or other liability of any other Person (other than by endorsements of instruments
in the course of collection), or for the payment of dividends or other distributions upon the shares of any other Person or undertakes
or agrees (contingently or otherwise) to purchase, repurchase, or otherwise acquire or become responsible for any Debt, obligation
or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial
condition of any other Person, or to make payment or transfer property to any other Person other than for fair value received;
provided, however, that obligations of each of the Insurance Subsidiaries under insurance policies, annuities, or
surety contracts issued by it or to which it is a party, reinsurance treaties, certificates or other agreements of each of the
Insurance Subsidiaries which are entered into in the ordinary course of business (including security posted by each of the Insurance
Subsidiaries in the ordinary course of its business to secure obligations thereunder) shall not be deemed to be Contingent Liabilities
of such Insurance Subsidiary or the Borrower for the purposes of this Agreement. The amount of any Person’s obligation under
any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or
maximum permitted principal amount, if larger) of the debt, obligation or other liability guaranteed or supported thereby.


 


“Contractual
Obligation” means, relative to any Person, any obligation, commitment or undertaking under any agreement or other
instrument to which such Person is a party or by which it or any of its property is bound or subject.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 




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“Controlled
Group” means the Borrower and any corporation, trade or business that is, along with the Borrower, a member of a
controlled group of corporations or a controlled group of trades or businesses as described in sections 414(b) and 414(c), respectively,
of the Code or in section 4001 of ERISA.


 


“Debt”
means, with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money
or in respect of loans or advances; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments; (c) all obligations in respect of letters of credit which have been drawn but not reimbursed by the Person for
whose account such letter of credit was issued, and bankers’ acceptances issued for the account of such Person; (d) all
obligations in respect of Capitalized Leases and Synthetic Lease Obligations of such Person; (e) all Hedging Obligations of
such Person; (f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property or services; (g) Debt of such Person secured by a Lien on property owned or being purchased
by such Person (including Debt arising under conditional sales or other title retention agreements) whether or not such Debt is
limited in recourse; (h) any Debt of another Person secured by a Lien on any assets of such first Person, whether or not such
Debt is assumed by such first Person; (i) any Debt of a partnership in which such Person is a general partner; and (j) all
Contingent Liabilities of such Person whether or not in connection with the foregoing. The amount of any net obligation under any
Hedging Obligation on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital
lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Debt in respect thereof as
of such date. Notwithstanding anything to the contrary, Debt shall not include any Securities Lending.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans or (ii) pay over to the Administrative Agent or any Lender any other amount required to be
paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified
and including the particular default, if any) has not been satisfied, (b) has notified the Borrower, the Administrative Agent or
any Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its
funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such
Lender’s good faith determination that a condition precedent (specifically identified and including the particular default,
if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by the Administrative Agent or any Lender, acting in good
faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s or such Lender’s
receipt of such certification in form and substance


 




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satisfactory to it and
the Administrative Agent, as applicable, or (d) has become the subject of a Bankruptcy Event.


 


“Department”
has the meaning assigned to such term in Section 3.02.


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of
Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to
an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case
to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it
changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any
U.S. federal withholding Taxes imposed under FATCA.


 


“Executive
Officer” means, as to any Person, the president, the chief financial officer, the chief executive officer, the senior
vice president-finance, the general counsel, the treasurer or the secretary.


 


“Existing
Credit Agreement” has the meaning assigned to such term in the Recitals.


 


“Existing
Lender” has the meaning assigned to such term in Section 1.05(b).


 


“Existing
Loans” has the meaning assigned to such term in Section 1.05(b).


 




    	8



    	 



    

 


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 147(b)(1) of the Code.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100
of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.


 


“Fee Letters”
means, collectively, the JPMCB Fee Letter and the PNC Fee Letter.


 


“FHLB Liquidity
Debt” means any transaction or series of transactions pursuant to which any Insurance Subsidiary makes a pledge or
assignment of marketable securities as collateral to the Federal Home Loan Bank in exchange for cash, the proceeds of which are
to be used for anything other than to purchase marketable securities.


 


“FHLB Operating
Debt” means any transaction or series of transactions pursuant to which any Insurance Subsidiary makes a pledge or
assignment of marketable securities as collateral to the Federal Home Loan Bank in exchange for cash, the proceeds of which are
to be used to purchase marketable securities.


 


“Fiscal Quarter”
means any quarter of a Fiscal Year.


 


“Fiscal Year”
means any period of twelve consecutive calendar months ending on the last day of December.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Hedging
Obligations” means, with respect to any Person, the net liability of such Person under Swap Contracts.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definitions of “LIBO Rate.”


 




    	9



    	 



    

 


 


“Indemnified
Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in subsection (a), Other
Taxes.


 


“Indemnitee”
has the meaning assigned to it in Section 9.03(b).


 


“Index Debt”
means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.


 


“Ineligible
Institution” has the meaning assigned to it in Section 9.04(b).


 


“Information”
has the meaning assigned to it in Section 9.12.


 


“Insurance
Code” means, with respect to any Insurance Subsidiary, the Insurance Code of such Insurance Subsidiary’s state
of domicile and any successor statute of similar import, together with the regulations thereunder, as amended or otherwise modified
and in effect from time to time. References to sections of the Insurance Code shall be construed to also refer to successor sections.


 


“Insurance
Policies” means policies purchased from insurance companies by any of the Borrower or its Subsidiaries, for its own
account to insure against its own liability and property loss (including, without limitation, casualty, liability and workers’
compensation insurance), other than Reinsurance Agreements and Surplus Relief Reinsurance Agreements.


 


“Insurance
Subsidiary” means any Life Subsidiary or any P/C Subsidiary.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December
and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Eurodollar Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first
day of such Interest Period.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the
Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining
to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on


 




    	10



    	 



    

 


which such Borrowing
is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded upward to four decimal places) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate
that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO
Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period
(for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.


 


“IRS”
means the United States Internal Revenue Service.


 


“JPMCB Fee
Letter” means the letter agreement, dated as of July 3, 2014, among the Borrower, the Administrative Agent and J.P.
Morgan Securities LLC.


 


“Lease Obligations”
means, at any date, the rental commitments of any person under leases for real and/or personal property (including taxes, insurance,
maintenance and similar expenses which any Person is obligated to pay under the terms of said leases) on such date, whether or
not such obligations are reflected as liabilities or commitments on a balance sheet of such Person or in the notes thereto, excluding,
however, obligations under Capitalized Leases.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE
Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in
length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the
event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion; in each case the “LIBO Screen Rate”) at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the
LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and provided,
further, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted
Interest Period”), then the LIBO Rate shall be the Interpolated  Rate, provided that, if any Interpolated
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBO Screen
Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Licenses”
has the meaning assigned to it in Section 3.11.


 




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“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Life Subsidiary”
means any Subsidiary of the Borrower that is engaged in the business of providing life insurance and/or annuities, and related
services.


 


“Loan Document”
means, collectively, this Agreement, any Note and the Fee Letters.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to Section 2.03.


 


“Material
Adverse Effect” means, relative to any occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), a materially adverse effect on:


 


(a)            the assets, business,
financial condition, operations or prospects of the Borrower or any Subsidiary; or


 


(b)            the ability of
the Borrower or any Subsidiary to perform any of its payment or other material obligations under any of the Loan Documents.


 


“Material
Insurance Subsidiary” means, at any time, an Insurance Subsidiary having (on a consolidated basis with its Subsidiaries)
at such time either (a) gross revenues for the most recent four Fiscal Quarter period in excess of 5% of the gross revenues of
the Borrower and its Subsidiaries for such Four Fiscal Quarter period or (b) total assets, as of the last day of the preceding
Fiscal Quarter, having a net book value in excess of 5% of the total assets of the Borrower and its Subsidiaries as of such day,
in each case, based upon the Borrower’s most recent annual or quarterly financial statements delivered to the Administrative
Agent under Section 5.01. Notwithstanding the foregoing, it is agreed that Educators Life Insurance Company of America shall
not be deemed a Material Insurance Subsidiary but its Subsidiary, Horace Mann Life Insurance Company, shall be a Material Insurance
Subsidiary. The Material Insurance Subsidiaries are set forth on Schedule 3.10, as such schedule may be updated from time to time.


 


“Maturity
Date” means July 30, 2019.


 


“Minimum
Net Worth” has the meaning assigned to such term in Section 6.02.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 




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“NAIC”
means the National Association of Insurance Commissioners, or any successor thereto.


 


“Net Worth”
means the consolidated net worth, calculated in accordance with GAAP, of the Borrower and its consolidated Subsidiaries, excluding
unrealized gains and losses as calculated in accordance with FASB 115.


 


“Non-U.S.
Lender” means a Lender that is not a U.S. Person.


 


“Note”
has the meaning assigned to such term in Section 2.07(e).


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Ordinary
Course Litigation” has the meaning assigned to such term in Section 3.04.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered,
enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document), or sold or assigned an interest in any Loan
or any Loan Document.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made under Section 2.16(b)).


 


“P/C Subsidiary”
means any Subsidiary of the Borrower that is engaged in the business of providing property and casualty insurance and related services.


 


“Participant”
has the meaning assigned to such term in Section 9.04.


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any member of its Controlled
Group is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.


 




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“PNC Fee
Letter” means the letter agreement, dated as of July 7, 2014, among the Borrower, PNC Bank, National Association
and PNC Capital Markets LLC.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at
its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.


 


“Quarterly
Statement” means the quarterly financial statement of any Insurance Subsidiary as required to be filed with the insurance
commissioner (or similar authority) of such Insurance Subsidiary’s state of domicile, together with all exhibits or schedules
filed therewith, prepared in conformity with SAP.


 


“Recipient”
means, as applicable, (a) the Administrative Agent and (b) any Lender.


 


“Register”
has the meaning assigned to such term in Section 9.04.


 


“Reinsurance
Agreements” means any agreement, contract, treaty, certificate or other arrangement (other than a Surplus Relief
Reinsurance Agreement) whereby any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability
assumed by such Insurance Subsidiary under a policy or policies of insurance reinsured by such Insurance Subsidiary.


 


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors,
officers, employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than
50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that for the purpose
of determining the Required Lenders needed for any waiver, amendment, modification or consent, any Lender that is the Borrower
or any Affiliate of the Borrower or, subject to Section 2.17(b), a Defaulting Lender shall be disregarded.


 


“Requirement
of Law” for any Person means the corporate charter and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule, ordinance or regulation or determination of an arbitrator or a court or other governmental
authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such
Lender’s Loans at such time.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 




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“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any
Person controlled by any such Person.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the OFAC or the U.S. Department of State.


 


“SAP”
means, as to each Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner
(or other similar authority) in such Insurance Subsidiary’s state of domicile for the preparation of Annual Statements and
other financial reports by insurance corporations of the same type as such Insurance Subsidiary.


 


“Securities
Lending” means any transaction or series of transactions pursuant to which any Insurance Subsidiary makes a pledge
or assignment of marketable securities to another Person (including repurchase transactions, reserve repurchase transactions, fee-based
transactions and other similar securities lending arrangements); provided that “Securities Lending” shall not
include FHLB Liquidity Debt or FHLB Operating Debt.


 


“Statutory
Financial Statements” has the meaning specified in Section 3.02(a).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D
of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
means, with respect to the Borrower at any date, any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the Borrower in the Borrower’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity (a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of


 




    	15



    	 



    

  


such date, otherwise
Controlled, by the Borrower or one or more subsidiaries of the Borrower or by the Borrower and one or more Subsidiaries of the
Borrower.


 


“Surplus
Relief Reinsurance Agreements” means any agreement whereby any Insurance Subsidiary assumes or cedes business under
a reinsurance agreement that would be considered a “financing-type” reinsurance agreement and (a) with respect to any
P/C Subsidiary, which is entered into solely for the purpose of affecting the income statement of such P/C Subsidiary as the same
may be amended from time to time, and (b) with respect to any Life Subsidiary, as determined in the Fourth Edition of the AICPA
Audit Guide for Stock Life Insurance Companies on pp. 91-92 thereof as the same may be amended from time to time.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 




    	16



    	 



    

 


“Threshold
Amount” means, as of any date of determination, ten percent (10%) of the net admitted assets less separate
accounts assets (as set forth on the financial statements most recently provided pursuant to Section 5.01(c)) of Horace Mann Life
Insurance Company.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“U.S.”
means the United States of America.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax
Certificate” has the meaning assigned to such term in Section 2.14(f)(ii)(D)(2).


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 


“2012 Annual
Statement” has the meaning assigned to such term in Section 3.02(b).


 


“2013 Annual
Statement” has the meaning assigned to such term in Section 3.02(b).


 


“2014 Quarterly
Statement” has the meaning assigned to such term in Section 3.02(b).


 


SECTION 1.02.            Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar
Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).


 


SECTION 1.03.            Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions
on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to 


 




    	17



    	 



    

 


this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Exhibits and Schedules to, this Agreement, (e) any
reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time
or period for all calculations or determinations within such definition, and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


 


SECTION 1.04.            Accounting
Terms; GAAP. Unless otherwise defined or the context otherwise requires, all financial and accounting terms used herein or
in any of the Loan Documents or any certificate or other document made or delivered pursuant hereto shall be defined in accordance
with GAAP or SAP, as the context may require. When used in this Agreement, the term “financial statements” shall include
the notes and schedules thereto. In addition, when used herein, the terms “best knowledge of” or “to the best
knowledge of” any Person shall mean matters within the actual knowledge of such Person (or an Executive Officer or general
partner of such Person) or which should have been known by such Person after reasonable inquiry. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time
to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or
in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.


 


SECTION 1.05.            Allocation
of Loans and Percentages as of the Effective Date. (a) The Borrower and each Lender agree that, as of the Effective Date, (i)
this Agreement shall amend and restate in its entirety the Existing Credit Agreement and (ii) the outstanding “Loans”
thereunder shall be allocated among the Lenders in accordance with their respective Applicable Percentages.


 


(b)            To facilitate
the allocation described in clause (a), as of the Effective Date, (i) all “Loans” under the Existing Credit Agreement
(“Existing Loans”) shall be deemed to be Loans hereunder, (ii) each Lender that is a party to the Existing
Credit Agreement (an “Existing Lender”) shall transfer to the Administrative Agent an amount equal
to the excess, if any, of such Lender’s pro rata share (according to its Applicable Percentage) of the outstanding Loans
hereunder (including any Loans made as of the Effective Date) over the amount of all of such Lender’s Existing Loans, (iii)
each Lender that is not a party to the Existing Credit Agreement shall transfer to the Administrative Agent an amount equal to
such Lender’s pro rata share (according to its Applicable Percentage) of the outstanding Loans hereunder (including any Loans
made as of the Effective Date), (iv) the Administrative Agent shall apply the funds received from the Lenders pursuant to clauses
(ii) and (iii), first, on behalf of the Lenders (pro rata according to the amount of the applicable Existing Loans each is required
to purchase to achieve the allocation described in clause (a)), to purchase from each Existing Lender that has


 




    	18



    	 



    




 


Loans in excess of such
Lender’s pro rata share (according to its Applicable Percentage) of the outstanding Loans hereunder (including any Loans
made as of the Effective Date), a portion of such Existing Loans equal to such excess, second, to pay to each Existing Lender all
interest, fees and other amounts (including amounts payable pursuant to Section 2.12 of the Existing Credit Agreement, assuming
for such purpose that the Existing Loans were prepaid rather than allocated as of the Effective Date) owed to such Existing Lender
under the Existing Credit Agreement (whether or not otherwise then due) and, third, as the Borrower shall direct, and (v) all Loans
shall commence new Interest Periods in accordance with elections made by the Borrower at least three Business Days prior to the
Effective Date pursuant to the procedures applicable to conversions and continuations set forth in Section 2.05 (all as if the
Existing Loans were continued or converted as of the Effective Date).  To the extent the Borrower fails to make a timely election
pursuant to clause (v) of the preceding sentence with respect to any Loans, such Loans shall be ABR Loans.


 


ARTICLE
II


 


The
Credits


 


SECTION 2.01.            Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to time during
the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure
exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Loans.


 


SECTION 2.02.            Loans
and Borrowings. (a)  Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably
in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender’s failure to make Loans as required.


 


(b)            Subject to Section 2.14,
each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.
Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.


 


(c)            At the commencement
of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple
of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding
at the same time; provided that there shall not at any time be more than a total of 5 Eurodollar Borrowings outstanding.


 




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(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 


SECTION 2.03.            Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or facsimile (or e-mail with a PDF copy attached) to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
aggregate amount of the requested Borrowing;


 


(ii)           the
date of such Borrowing, which shall be a Business Day;


 


(iii)          whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)          in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(v)           the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.04.


 


If no election as to the Type of Borrowing
is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect
to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04.            Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Illinois
and designated by the Borrower in the applicable Borrowing Request.


 


(b)            Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with


 




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paragraph (a) of this
Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.05.            Interest
Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing.


 


(b)            To make an election
pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall
be confirmed promptly by hand delivery, telecopy or facsimile (or e-mail with a PDF copy attached) to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.


 


(c)            Each telephonic
and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)           the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)          the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)         whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 




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(iv)         if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests a Eurodollar
Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.


 


(d)           Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s
portion of each resulting Borrowing.


 


(e)           If the Borrower
fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as
an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.06.            Termination
and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)           The Borrower may
at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the
Revolving Credit Exposures would exceed the total Commitments.


 


(c)           The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section
at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.
Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination
of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


 




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SECTION 2.07.            Repayment of
Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Loan on the Maturity Date.


 


(b)            Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


(c)            The Administrative
Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.


 


(d)            The entries made
in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.


 


(e)            Any Lender may
request that Loans made by it be evidenced by a promissory note (each, a “Note”). In such event, the
Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at
all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes payable to the order of the
payee named therein (or, if such Notes is a registered note, to such payee and its registered assigns).


 


SECTION 2.08.            Prepayment
of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section.


 


(b)            The Borrower shall
notify the Administrative Agent by telephone (confirmed by telecopy or facsimile (or e-mail with a PDF copy attached)) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such
notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an


 


 




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advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.


 


SECTION 2.09.            Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue
at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on
the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the
Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)            The Borrower agrees
to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between
the Borrower and the Administrative Agent.


 


(c)            All fees payable
hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the
case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.10.            Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)            The Loans comprising
each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.


 


(c)            Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, upon the request of the Required Lenders such overdue
amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal
of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii)
in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. If any
other Event of Default hereunder shall arise, then upon the request of the Required Lenders, all principal of and interest on any
Loan, and any other fee or other amount payable by the Borrower hereunder shall bear interest at 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section, until such Event of Default is cured or is waived.


 


(d)            Accrued interest
on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest
on the principal amount repaid or prepaid shall


 




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be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)          All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


SECTION 2.11.            Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)          the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist
for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or


 


(b)          the Administrative
Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and
the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.


 


SECTION 2.12.            Increased
Costs. (a) If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement (including any compulsory loan requirement, insurance
charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any
such reserve requirement reflected in the Adjusted LIBO Rate);


 


(ii)           impose
on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans
made by such Lenders; or


 


(iii)          subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal,


 




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letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such
Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender
or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient,
as the case may be, for such additional costs incurred or reduction suffered.


 


(b)            If any Lender
determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate
of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement, the Commitments of or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company
for any such reduction suffered.


 


(c)            A certificate
of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)            Failure or delay
on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation
therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.13.            Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.08),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.08(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant
to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable
to such 


 




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event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount
of such Eurodollar Loan had such event not occurred, at
the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period,
for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.


 


SECTION 2.14.            Taxes.


 


(a)            Withholding
Taxes; Gross-Up. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made
without deduction or withholding for any Taxes except as required by applicable law. If any applicable law (as determined in good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such
Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or
withholding has been made (including such deduction and withholdings applicable to additional sums payable under this Section 2.14),
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)            Payment of
Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)            Evidence of
Payment. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section
2.14, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(d)            Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section
2.14(d)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability


 




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delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten 10 days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so) and (ii) any
Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with
any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under
this paragraph (e).


 


(f)            Status
of Lenders.


 


(i)           Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 2.14 U.S. (f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii)          Without
limiting the generality of the foregoing, if the Borrower is a U.S. Person,


 


(A)            any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the


 




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Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(1)            in the
case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments
of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable
payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)            in the
case of a Non-U.S. Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals
of IRS Form W-8ECI;


 


(3)            in the
case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit C-1 to the effect that such Non-U.S. Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 


(4)            to the
extent a Non-U.S. Lender is not the Beneficial Owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other
certification documents from each Beneficial Owner, as applicable; provided that if the Non-U.S. Lender is a partnership
and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S.
Lender may provide a


 




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U.S. Tax Compliance
Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner


 


(C)            any
Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)            if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that
if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.


 


(g)            Treatment of
Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts pursuant
to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over


 




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pursuant to this paragraph
(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph
(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g)
the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g)
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h)            Survival.
Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


(i)             Defined Terms.
For purposes of this Section 2.14, the term “applicable law” includes FATCA.


 


SECTION 2.15.            Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 2:00 p.m.,
New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices
at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly
to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of
any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be
made in dollars.


 


(b)            If at any time
insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal
then due to such parties.


 


(c)            If any Lender
shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest
on any of its Loans resulting


 




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in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received
by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in
the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i)
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of
this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.


 


(d)            Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for
the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.


 


(e)            If any Lender
shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or 9.03(c), then the Administrative
Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid, and/or hold such amounts in a segregated account over which the Administrative Agent shall have exclusive
control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in each
case, in any order as determined by the Administrative Agent in its discretion.


 


SECTION 2.16.            Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation


 




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or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)            If any Lender
requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender becomes a Defaulting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all
its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written
consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower
(in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in
such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


 


SECTION 2.17.            Defaulting
Lenders.


 


Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:


 


(a)            fees shall cease
to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a); and


 


(b)           such Defaulting
Lender shall not have the right to vote on any issue on which voting is required (other than to the extent provided in Section
9.02(b)) and the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether
the Required Lenders have taken or may take any action hereunder; provided that, except as otherwise provided in Section 9.02,
this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring
the consent of such Lender or each Lender affected thereby.


 


SECTION 2.18.            Increase
of Commitments.


 


(a)            The
Borrower may, from time to time, by notice to the Administrative Agent, request that the aggregate Commitments be increased by
an amount that will not result in


 




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the aggregate Commitments
exceeding $200,000,000; provided that each increase in aggregate Commitments under this Section shall be in a minimum amount
of $25,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which
such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial
banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”),
which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not
greater than, the requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) shall
extend a new Commitment of not less than $5,000,000, (ii) shall execute all such documentation as the Administrative Agent shall
reasonably specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent (which
consent shall not be unreasonably withheld or delayed). Such increases and such new Commitments shall become effective on the date
agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase in the
aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such
increase, the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Loan being deemed
to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date
and executed by an Executive Officer of the Borrower. Notwithstanding anything else in the foregoing, no Lender shall become an
Augmenting Lender without such Lender’s consent.


 


(b)            Upon the effectiveness
of any increase pursuant to this Section 2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages,
the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause
the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (as so adjusted) of the aggregate
outstanding Revolving Loans. Such purchase and sale shall be made pursuant to Section 9.04 except that no minimum amount shall
be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness
of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense.
Each such Lender shall furnish the Borrower with a certificate setting forth, in reasonable detail, the basis for determining the
amount to be paid to it hereunder.


 


ARTICLE
III


 


Representations
and Warranties


 


The Borrower represents and warrants to the
Lenders that:


 


SECTION 3.01.            Due
Organization, Authorization, Etc. Each of the Borrower and each Subsidiary (a) is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation, (b) is duly qualified to do business and in good standing in
each jurisdiction where, because of the nature of its activities or properties, such qualification is required, which jurisdictions
are set forth with respect to the Borrower and each Subsidiary on Schedule 3.01, (c) has the requisite corporate power and authority
and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as


 




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now and proposed to be
conducted, and (d) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with,
and given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation
and conduct (including, without limitation, the consummation of the transactions contemplated by this Agreement) as to each of
the foregoing except where the failure to do so would not have a Material Adverse Effect on the Borrower, or on the Borrower and
its Subsidiaries taken as a whole. The execution, delivery and performance by the Borrower of this Agreement and the consummation
of the transactions contemplated hereby and thereby are within its corporate powers, have been duly authorized by all necessary
corporate action (including, without limitation, shareholder approval, if required) and do not contravene or conflict with the
Borrower’s articles of incorporation or bylaws. Each of the Borrower and its Subsidiaries has received all material governmental
and other consents and approvals (if any shall be required) necessary for such execution, delivery and performance, and such execution,
delivery and performance do not and will not contravene or conflict with, or create a Lien or right of termination or acceleration
under, any Requirement of Law or Contractual Obligation binding upon the Borrower or such Subsidiaries. This Agreement and each
of the Loan Documents is (or when executed and delivered will be) the legal, valid, and binding obligation of the Borrower enforceable
against the Borrower in accordance with its respective terms; provided that the Borrower assumes for purposes of this Section
3.01 that this Agreement and the other Loan Documents have been validly executed and delivered by each of the parties thereto other
than the Borrower.


 


SECTION 3.02.            Statutory
Financial Statements. (a) The Annual Statement of each of the Insurance Subsidiaries as filed with the appropriate Governmental
Authority of its state of domicile (the “Department”) and delivered to each Lender prior to the execution
and delivery of this Agreement, as of and for the 2012 and 2013 Fiscal Years and as of and for the Fiscal Quarter ended March 31,
2014 (collectively, the “Statutory Financial Statements”), have been prepared in accordance with SAP
applied on a consistent basis (except as noted therein). Each such Statutory Financial Statement was in material compliance with
applicable law when filed. The Statutory Financial Statements fairly present the financial position, the results of operations,
changes in equity and changes in financial position of each such Insurance Subsidiary as of and for the respective dates and periods
indicated therein in accordance with SAP applied on a consistent basis, except as set forth in the notes thereto or on Schedule
3.02(a). All books of account of each of the Insurance Subsidiaries fully and fairly disclose all of the transactions, properties,
assets, investments, liabilities and obligations of such Insurance Subsidiary and all of such books of account are in the possession
of each such Insurance Subsidiary and are true, correct and complete in all material respects.


 


(b)            The
investments of Insurance Subsidiaries reflected in the Annual Statements filed with the respective Departments with respect to
the 2012 Fiscal Year (the “2012 Annual Statement”), the 2013 Fiscal Year (the “2013 Annual
Statement”) and the March 31, 2014 Quarterly Statement (the “2014 Quarterly Statement”)
comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary
as well as those of any other applicable jurisdiction relating to investments in respect of which it may invest its funds.


 




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(c)            Marketable securities
and short term investments reflected in the 2012 Annual Statement, the 2013 Annual Statement and in the 2014 Quarterly Statement
of each Insurance Subsidiary are valued at cost, amortized cost or market value, as required by applicable law.


 


(d)            There has been
no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, or on the
Borrower and its Subsidiaries taken as a whole, since March 31, 2014.


 


SECTION 3.03.            GAAP
Financial Statements. (a) The Borrower has furnished to the Administrative Agent and each of the Lenders (i) a copy of the
unaudited consolidated balance sheets of the Borrower and its Subsidiaries, and the balance sheet of the Borrower on an unconsolidated
basis as of March 31, 2014 and the related consolidated statements of income and cash flows for that portion of the Fiscal
Year ending as of the close of March 31, 2014 and (ii) a copy of the unaudited consolidated statement of income of the Borrower
and its Subsidiaries, and the statement of income of the Borrower on an unconsolidated basis, for March 31, 2014, all prepared
in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosures are abbreviated)
which financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments)
consolidated or unconsolidated, as the case may be results of operations and cash flows of the Borrower as of March 31, 2014
and the period then ended.


 


(b)            The Borrower has
provided to the Administrative Agent and each Lender a copy of the annual audited consolidated financial statements of the Borrower
and its Subsidiaries, consisting of consolidated balance sheets and consolidated statements of income and retained earnings and
cash flows, setting forth in comparative form in each case the consolidated figures for the years ended December 31, 2012 and December
31, 2013, which financial statements have been prepared in accordance with GAAP and certified without material qualification by
KPMG LLP. Such financial statements are complete and correct and present fairly in accordance with GAAP the consolidated financial
position and the consolidated results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such year
and for the period then ended.


 


(c)            With respect to
any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements
of operations, of shareholders’ equity and of cash flow, which as of such date shall most recently have been furnished by
or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated
hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein), and shall present
fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended,
subject, in the case of quarterly financial statements, to normal year-end audit adjustments.


 


SECTION 3.04.            Litigation
and Contingent Liabilities. Except as set forth (including estimates of the dollar amounts involved) in Schedule 3.04 hereto
and except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate
to insurance policies or surety contracts issued by the Borrower or to


 




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which it is a party,
reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower in the ordinary course
of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including, without
limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or threatened against
the Borrower or any of its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower,
or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby,
and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation
or proceedings, the Borrower has no material Contingent Liabilities not provided for or referred to in the financial statements
delivered pursuant to Section 3.03.


 


SECTION 3.05.            Investment
Company Act. Other than Horace Mann Investors, Inc., neither the Borrower nor any of its Subsidiaries is an “investment
company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act
of 1940, as amended.


 


SECTION 3.06.            Regulations
T, U and X. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the Borrower, any of its Subsidiaries
or any Person acting on their behalf has taken or will take action to cause the execution, delivery or performance of this Agreement
or the Note, the making or existence of the Loans or the use of proceeds of the Loans to violate Regulations T, U or X of the Board.


 


SECTION 3.07.            Proceeds.
The proceeds of the Loans will be used for general corporate purposes. None of such proceeds will be used in violation of applicable
law, and none of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate,
of buying or carrying any margin stock as defined in Regulation U of the Board.


 


SECTION 3.08.            Insurance.
The Borrower and its Subsidiaries maintain Insurance Policies to such extent and against such hazards and liabilities as is required
by law or customarily maintained by prudent companies similarly situated.


 


SECTION 3.09.            Accuracy
of Information. All factual written information furnished heretofore or contemporaneously herewith by or on behalf of the Borrower
or any of its Subsidiaries to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement or any
of the transactions contemplated hereby, as supplemented to the date hereof, is and all other such factual written information
hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or the Lenders will
be, true and accurate in every material respect on the date as of which such information is dated or certified and not incomplete
by omitting to state any material fact necessary to make such information not misleading.


 


SECTION 3.10.            Subsidiaries.
As of the Effective Date, Schedule 3.10 contains a complete list of the Borrower’s Subsidiaries and indicates which Subsidiaries
are Material Insurance Subsidiaries.


 




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SECTION 3.11.            Insurance
Licenses. Except as set forth on Schedule 3.11, to the best of the Borrower’s knowledge, no license (including, without
limitation, licenses or certificates of authority from applicable insurance departments), permits or authorizations to transact
insurance and reinsurance business (collectively, the “Licenses”) is the subject of a proceeding for
suspension or revocation or any similar proceedings, there is no sustainable basis for such a suspension or revocation, and no
such suspension or revocation is threatened by any state insurance department.


 


SECTION 3.12.            Taxes.
The Borrower and each of its Subsidiaries has filed all material Tax returns and reports that are required to be filed by it, and
has paid or provided adequate reserves for the payment of all material Taxes payable by it that have become due, other than those
that are not yet delinquent and are being contested in good faith by appropriate proceedings and with respect to which reserves
have been established, and are being maintained, in accordance with GAAP.


 


SECTION 3.13.            Compliance
with Laws. Neither the Borrower nor any of its Subsidiaries is in violation of any law, ordinance, rule, regulation, order,
policy, guideline or other requirement of any Governmental Authority (including, without limitation, ERISA or environmental laws),
if the effect of such violation could reasonably be expected to have a Material Adverse Effect on the Borrower, or on the Borrower
and its Subsidiaries taken as a whole and, to the best of the Borrower’s knowledge, no such violation has been alleged and
each of the Borrower and its Subsidiaries (a) has filed in a timely manner all reports, documents and other materials required
to be filed by it with any Governmental Authority, if such failure to so file could reasonably be expected to have a Material Adverse
Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole; and the information contained in each of such
filings is true, correct and complete in all material respects and (b) has retained all records and documents required to be retained
by it pursuant to any law, ordinance, rule, regulation, order, policy, guideline or other requirement of any Governmental Authority,
if the failure to so retain such records and documents could reasonably be expected to have a Material Adverse Effect on the Borrower,
or on the Borrower and its Subsidiaries taken as a whole.


 


SECTION 3.14.            No
Default. Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could,
either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and
is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


SECTION 3.15.            Ownership
of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in
title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of
the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 6.08.


 


SECTION 3.16.            Anti-Corruption
Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with


 




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Anti-Corruption Laws
and applicable Sanctions, and the Borrower, its Subsidiaries and their respective directors, officers, employees and agents are
in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary
or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any Subsidiary or any of
their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby,
is a Sanctioned Person. No Borrowing, use of proceeds, Transaction or other transaction contemplated by this Agreement
or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


ARTICLE
IV



Conditions


 


SECTION 4.01.            Effective
Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)            The Administrative
Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf
of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)            The Administrative
Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of counsel for the Borrower, covering such other matters relating to the Borrower, this Agreement or the Transactions as
the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.


 


(c)            The Administrative
Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating
to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters
relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.


 


(d)            The Administrative
Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or an Executive
Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(e)            The Administrative
Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.


 


(f)            The Borrower shall
have delivered the financial statements referred to in Section 3.02.


 




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The Administrative Agent shall notify the
Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


SECTION 4.02.            Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction
of the following conditions:


 


(a)            The representations
and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such Borrowing, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct as of the date of such earlier date.


 


(b)            At the time of
and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


Each Borrowing shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this
Section.


 


ARTICLE
V



Affirmative Covenants


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full, the Borrower covenants and agrees with the Lenders that it will:


 


SECTION 5.01.            Reports,
Certificates and Other Information. Furnish or cause to be furnished to the Administrative Agent and the Lenders:


 


(a)            GAAP Financial
Statements:


 


(i)           Within
50 days after the close of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of its Form 10-Q
filed with the Securities and Exchange Commission and accompanied by the certification of the chief executive officer, chief financial
officer or treasurer of the Borrower that the financial statements set forth therein are complete and correct and present fairly
in accordance with GAAP (subject to normal year-end adjustments) the consolidated, or unconsolidated, as the case may be, results
of operations and cash flows of the Borrower as at the end of such Fiscal Quarter and for the period then ended.


 


(ii)          Within
95 days after the close of each Fiscal Year, a copy of the annual audited consolidated financial statements of the Borrower and
its Subsidiaries, consisting of consolidated balance sheets and consolidated statements of income and retained earnings and cash
flows, setting forth in comparative form in each case the consolidated figures for the previous Fiscal Year, which financial statements
shall be prepared in accordance with GAAP, certified without material qualification by the independent certified public accountants
regularly retained by the Borrower, or any other firm of independent


 




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certified public
accountants of recognized national standing selected by the Borrower and reasonably acceptable to the Required Lenders that all
such financial statements are complete and correct and present fairly in accordance with GAAP the consolidated financial position
and the consolidated results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such year and for
the period then ended.


 


(b)            Tax Returns.
If requested by the Administrative Agent, copies of all federal, state, local and foreign Tax returns and reports in respect of
income, franchise or other Taxes on or measured by income (excluding sales, use or like Taxes) filed by the Borrower or any of
its Subsidiaries.


 


(c)            SAP Financial
Statements:


 


(i)           Within
5 days after the applicable regulatory filing date for each of its Fiscal Quarters, but in any event within 50 days after the end
of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary a copy of the Quarterly Statement of
such Insurance Subsidiary for such Fiscal Quarter, all prepared in accordance with SAP and accompanied by the certification of
the chief financial officer or chief executive officer of each Insurance Subsidiary that all such financial statements are complete
and correct and present fairly in accordance with SAP the financial position of such Insurance Subsidiary for the periods then
ended.


 


(ii)          Within
5 days after the applicable regulatory filing date for each of its Fiscal Years, but in any event within 60 days after the end
of each Fiscal Year of each Insurance Subsidiary a copy of the Annual Statement of each Insurance Subsidiary for such Fiscal Year
prepared in accordance with SAP and accompanied by the certification of the chief financial officer or chief executive officer
of each Insurance Subsidiary that such financial statement is complete and correct and presents fairly in accordance with SAP the
financial position of such Insurance Subsidiary for the period then ended.


 


(iii)         Within
5 days after the applicable regulatory filing date for each of its Fiscal Years, but in any event within 95 days after the close
of each Fiscal Year of each Insurance Subsidiary a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion”
which is provided to the applicable Department (or equivalent information should the Department no longer require such a statement)
as to the adequacy of loss reserves of such Insurance Subsidiary. Such opinion shall be in the format prescribed by the applicable
Insurance Code.


 


(d)            Notice of Default,
etc. Immediately after an Executive Officer of the Borrower knows or has reason to know of the existence of any Default, or
any development or other information which would have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries
taken as a whole, telephonic notice specifying the nature of such Default or development or information, including the anticipated
effect thereof, which notice shall be promptly confirmed in writing within two (2) Business Days.


 




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(e)            Other Information.
The following certificates and other information related to the Borrower:


 


(i)           Promptly
after completion of each such item but in no event later than the first day of April of each Fiscal Year of the Borrower, a copy
of the Borrower’s (A) operating budget and (B) new business plans, if any, which are in the form approved by the Board of
Directors of the Borrower.


 


(ii)          Within
five (5) Business Days of receipt, a copy of any financial examination reports by a Governmental Authority with respect to the
Insurance Subsidiaries relating to the insurance business of the Insurance Subsidiaries (when, and if, prepared); provided
the Borrower shall only be required to deliver any interim report hereunder at such time as Borrower has knowledge that a final
report will not be issued and delivered to the Administrative Agent within 90 days of any such interim report.


 


(iii)          Copies
of all Insurance Holding Company System Regulatory Act filings with Governmental Authorities in the applicable state of domicile,
with respect to any occurrence which might reasonably be expected to have a Material Adverse Effect, by the Borrower or any Subsidiary
not later than five (5) Business Days after such filings are made, including, without limitation, filings which seek approval of
Governmental Authorities with respect to transactions between the Borrower or such Subsidiary and its Affiliates.


 


(iv)         Within
five (5) Business Days of such notice, notice of actual suspension, termination or revocation of any material License of the Insurance
Subsidiaries by any Governmental Authority or of receipt of notice from any Governmental Authority notifying the Borrower of a
hearing (which is not withdrawn within ten (10) days) relating to such a suspension, termination or revocation, including any request
by a Governmental Authority which commits the Borrower to take, or refrain from taking, any action or which otherwise materially
and adversely affects the authority of the Borrower to conduct its business.


 


(v)          Within
five (5) Business Days of such notice, notice of any pending or threatened investigation or regulatory proceeding (other than routine
periodic investigations or reviews) by any Governmental Authority concerning the business, practices or operations of the Borrower,
including any agent or managing general agent thereof.


 


(vi)         Promptly
upon any change in the rating for Index Debt of the Borrower, notice of such change.


 


(vii)        Promptly,
such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.


 




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(viii)       Promptly,
notice of any actual or, to the best of the Borrower’s knowledge, proposed material changes in the Insurance Code governing
the investment or dividend practices of any Insurance Subsidiary.


 


(ix)          Promptly
upon effectiveness, notice of any change of accounting or financial reporting practices.


 


(f)             Compliance
Certificates. Concurrently with the later to occur of delivery to the Administrative Agent of the GAAP financial statements
and delivery to the Administrative Agent of the SAP financial statements under Sections 5.01(a) and 5.01(c), for each Fiscal Quarter
and Fiscal Year of the Borrower, and at any other time no later than thirty (30) Business Days following a written request of the
Administrative Agent, a duly completed Compliance Certificate, signed by an Executive Officer of the Borrower, containing, among
other things, a computation of, and showing compliance with, each of the applicable financial ratios and restrictions contained
in Sections 6.01 through 6.03, and to the effect that, to the best of such officer’s knowledge, as of such date no Default
has occurred and is continuing.


 


(g)            Reports to
SEC and to Shareholders. Promptly upon the filing or making thereof (i) copies of each filing and report made by the Borrower
or any of its Subsidiaries with or to any securities exchange or the Securities and Exchange Commission and (ii) of each communication
from the Borrower to shareholders generally; provided that only those items described in clauses (i) and (ii) of this Section
5.01(g) which are material to the interest of the Lenders hereunder shall be provided to the Administrative Agent and the Lenders
hereunder.


 


(h)            Notice of Litigation,
License and ERISA Matters. Upon learning of the occurrence of any of the following, written notice thereof, describing the
same and the steps being taken by the Borrower with respect thereto: (i) the institution of, or any adverse determination in, any
litigation, arbitration proceeding or governmental proceeding (including any IRS, Department of Labor, or Pension Benefit Guaranty
Corporation proceeding with respect to any Plan) which could, if adversely determined, be reasonably expected to have a Material
Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole and which is not Ordinary Course Litigation,
(ii) the failure of any Person in the Controlled Group to make a required contribution to any Plan in an amount sufficient to give
rise to a Lien under section 303(k) of ERISA or 430(k) of the Code, (iii) the institution of any steps by any entity in the Controlled
Group to withdraw from a Plan subject to section 4063 of ERISA or from a Multiemployer Plan, or the institution of any steps by
any entity in the Controlled Group or any other Person to terminate any Plan (other than in a standard termination within the meaning
of section 4041(b) of ERISA), or the taking of any action with respect to a Plan which could result in the requirement that the
Borrower or any of its Subsidiaries furnish a bond or other security to such Plan, or the occurrence of any event with respect
to any Plan which could result in the incurrence by the Borrower or any of its Subsidiaries of any material liability (other than
a liability for contributions or premiums), fine or penalty, (iv) the commencement of any dispute which might lead to the modification,
transfer, revocation, suspension or termination of this Agreement or any Loan Document or (v) any event which could be reasonably
expected to have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole.


 




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(i)            Other Information.
From time to time such other information concerning the Borrower or any Subsidiary as the Administrative Agent or any Lender may
reasonably request.


 


SECTION 5.02.            Corporate
Existence; Foreign Qualification. Do and cause to be done at all times all things necessary to (a) maintain and preserve the
corporate existence of the Borrower, (b) be, and ensure that each Subsidiary of the Borrower is, duly qualified to do business
and be in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification
necessary, and (c) do or cause to be done all things necessary to preserve and keep in full force and effect the Borrower’s
corporate existence.


 


SECTION 5.03.            Books,
Records and Inspections. (a) Maintain, and cause each of its Subsidiaries to maintain, materially complete and accurate books
and records, (b) permit, and cause each of its Subsidiaries to permit, access at reasonable times by the Administrative Agent and
the Lenders to its books and records, (c) permit, and cause each of its Subsidiaries to permit, the Administrative Agent, the Lenders
or their respective designated representatives to inspect at reasonable times its properties and operations, and (d) permit, and
cause each of its Subsidiaries to permit, the Administrative Agent and the Lenders to discuss its business, operations and financial
condition with its officers.


 


SECTION 5.04.            Insurance.
Maintain, and cause each of its Subsidiaries to maintain, Insurance Policies to such extent and against such hazards and liabilities
as is required by law or customarily maintained by prudent companies similarly situated.


 


SECTION 5.05.            Taxes
and Liabilities. Pay, and cause each of its Subsidiaries to pay, when due all material Taxes, assessments and other material
liabilities except as contested in good faith and by appropriate proceedings with respect to which reserves have been established,
and are being maintained, in accordance with GAAP if and so long as such contest could not reasonably be expected to have a Material
Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole.


 


SECTION 5.06.            Compliance
with Laws. Comply, and cause each of its Subsidiaries to comply, (a) with all federal, state and local laws, rules and regulations
related to its businesses (including, without limitation, the establishment of all insurance reserves required to be established
under SAP and applicable laws restricting the investments of the Borrower), and (b) with all Contractual Obligations binding upon
such entity, except where failure so to comply would not in the aggregate have a Material Adverse Effect on the Borrower, or on
the Borrower and its Subsidiaries taken as a whole.


 


SECTION 5.07.            Conduct
of Business. Engage on a consolidated basis with its Subsidiaries primarily in the same business in which the Borrower and
its Subsidiaries are engaged on the date hereof.


 


SECTION 5.08.            Maintenance
of Properties. Maintain, preserve and protect and cause each of its Subsidiaries to maintain, preserve and protect, all of
its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary
wear and tear excepted.


 




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SECTION 5.09.            Use
of Proceeds. Use proceeds of the Loans only for general corporate purposes. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any Regulations of the Board (including Regulations T,
U and X), Anti-Corruption Laws or applicable Sanctions.


 


SECTION 5.10.            Accuracy
Of Information. Ensure that any information, including financial statements or other documents, furnished to the Administrative
Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder contains no
material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be representation
and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.10.


 


SECTION 5.11.            Anti-Corruption
Laws and Sanctions. Maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower will
remain, and shall cause its Subsidiaries and their respective directors, officers and employees to remain, in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects.





 


ARTICLE
VI


 


Negative
Covenants


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full,
the Borrower covenants and agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it
will:


 


SECTION 6.01.            Consolidated
Debt to Total Capitalization. Not permit the ratio of (a) the principal amount of Consolidated Debt to (b) the sum of (i) Net
Worth plus (ii) Consolidated Debt to exceed 0.35 to 1.0 at any time.


 


SECTION 6.02.            Net
Worth. Not permit its Net Worth at any time to be less than the Minimum Net Worth. “Minimum Net Worth”
means $801,270,400 plus 50% of equity contributions after June 30, 2014; provided that on each June 30, commencing
June 30, 2015, if 80% of the consolidated net worth of the Borrower and its Subsidiaries, calculated in accordance with GAAP,
is greater than the Minimum Net Worth, the Minimum Net Worth shall be increased to such greater amount.


 


SECTION 6.03.            Minimum
Risk Based Capital. The Borrower shall not permit Horace Mann Life Insurance Company or the P/C Subsidiaries (taken as a whole)
to maintain, as of the end of any Fiscal Year, a ratio (expressed as a percentage) of (a) Total Adjusted Capital (as defined in
the Risk-Based Capital (RBC) for Insurers Act in the applicable state of domicile or in the rules and procedures prescribed from
time to time by the NAIC with respect thereto) to (b) the Company Action Level RBC (as defined in the Risk-Based Capital Act or
in the rules and procedures prescribed from time to time by the NAIC with respect thereto) of less than 300%.


 




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SECTION 6.04.         Mergers,
Consolidations and Sales. Not, and not permit any of its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise
acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other
Person, other than mergers or acquisitions where the corporate existence of the Borrower is not affected by such merger or acquisition
and, subsequent to such merger or acquisition, the Borrower is in compliance with all the provisions of this Agreement and no Default
shall exist, or (b) sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without
recourse any receivables, other than any sale, transfer, conveyance or lease in the ordinary course of business.


 


SECTION 6.05.         Regulations
T, U and X. Not, and not permit any of its Subsidiaries to, use or permit any proceeds of the Loans to be used, either directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying margin stock, as defined in
Regulation U of the Board.


 


SECTION 6.06.         Restrictive
Agreements. Not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to
the Borrower or any other Subsidiary or to guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall
not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.06 (but shall apply to any extension
or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such
sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness
and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment
thereof.


 


SECTION 6.07.         Transactions
with Affiliates. Not, and not permit any Subsidiary to, enter into, or cause, suffer or permit to exist, directly or indirectly,
any arrangement, transaction or contract with any of its Affiliates unless such arrangement, transaction or contract is in the
ordinary course of business, reasonably intended to satisfy the reasonable business requirements of the Borrower or such Subsidiary,
and on terms and conditions at least as favorable to the Borrower or such Subsidiary as the terms and conditions which would apply
in a similar arrangement, transaction or contract with a Person or entity not an Affiliate; provided that transactions between
the Borrower and any wholly-owned Subsidiary of the Borrower or between any wholly-owned Subsidiaries of the Borrower shall be
excluded from the restrictions set forth in this Section 6.07.


 


SECTION 6.08.         Liens.
Not, and not permit any of its Subsidiaries to, create or permit to exist any Lien with respect to any assets now or hereafter
existing or acquired, except


 




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the following: (a) Liens
for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings and with respect to
which adequate reserves have been established, and are being maintained, in accordance with GAAP, (b) Liens arising in the ordinary
course of business or by operation of law for sums being contested in good faith and by appropriate proceedings and with respect
to which adequate reserves have been established, and are being maintained, in accordance with GAAP, or for sums not due, and in
either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services, (c)
Liens in connection with the acquisition of fixed assets after the date hereof and attaching only to the property being acquired,
(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or
other forms of governmental insurance or benefits, (e) mechanics’, workers’, materialmen’s and other like Liens
arising in the ordinary course of business in respect of obligations which are not delinquent or which are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained,
in accordance with GAAP, (f) Liens securing FHLB Operating Debt, FHLB Liquidity Debt and Securities Lending and (g) other Liens
securing Debt which Debt does not in the aggregate exceed $5,000,000; provided, however, that, no Lien shall be permitted
to exist on the shares of stock of any of its Subsidiaries.


 


SECTION 6.09.         Subsidiary
Debt. Not permit the aggregate amount of Debt of its Subsidiaries at any time outstanding to exceed $20,000,000, plus,
solely with respect to any Insurance Subsidiary, FHLB Operating Debt.


 


SECTION 6.10.         Securities
Lending. Not permit the aggregate market value of securities subject to Securities Lending at any time to exceed the Threshold
Amount less the aggregate amount of FHLB Operating Debt outstanding at such time; provided that for purposes of this
Section 6.10, the market value of any security subject to Securities Lending shall be measured as of the time the applicable Securities
Lending transaction was entered into.


 


ARTICLE
VII



Events of Default


 


If any of the following events (“Events
of Default”) shall occur:


 


(a)          Non-Payment
of Loan. Default in the payment when due of any principal on the Loans;


 


(b)          Non-Payment
of Interest, Fees, Etc. Default, and continuance thereof for 3 Business Days, in the payment when due of interest on the Loans
or of any other amount payable hereunder or under the Loan Documents;


 


(c)          Non-Payment
of Other Debt. (i) Default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise,
of any other Debt of, or guaranteed by, the Borrower or any of its Subsidiaries if the aggregate amount of Debt of the Borrower
and/or any of its Subsidiaries which is accelerated or due and payable, or which may be accelerated or otherwise become due and
payable, by reason of such default or defaults is


 




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$20,000,000 or more,
or (ii) default in the performance or observance of any obligation or condition with respect to any such other Debt of, or guaranteed
by, the Borrower and/or any of its Subsidiaries if the effect of such default or defaults is to accelerate the maturity of any
such Debt of $20,000,000 or more in the aggregate or to permit the holder or holders of such Debt of $20,000,000 or more in the
aggregate, or any trustee or agent for such holders, to cause such Debt to become due and payable prior to its expressed maturity;


 


(d)          Other
Material Obligations. Except for obligations covered under other provisions of this Article VII, default in the payment
when due, or in the performance or observance of, any material obligation of, or material condition agreed to by, the Borrower
or any of its Subsidiaries with respect to any material purchase or Lease Obligation (except only to the extent that the existence
of any such default is being contested by the Borrower in good faith and by appropriate proceedings and the Borrower has established,
and is maintaining, adequate reserves therefor in accordance with GAAP) which default continues for a period of 30 days;


 


(e)          Bankruptcy,
Insolvency, Etc. (i) (A) The Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay,
debts as they become due; or (B) the Borrower applies for, consents to, or acquiesces in the appointment of, a trustee, receiver
or other custodian or similar Person for the Borrower or any property of any thereof, or makes a general assignment for the benefit
of creditors; or (C) in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian or similar
Person is appointed for the Borrower or for a substantial part of the property of any thereof, unless (1) the Borrower institutes
appropriate proceedings to contest or discharge such appointment within 30 days and thereafter continuously and diligently prosecutes
such proceedings and (2) such appointment is in fact discharged within 60 days of such appointment; or (D) any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation
proceeding is commenced in respect of the Borrower, unless (1) such case or proceeding is not commenced by the Borrower, (2) such
case or proceeding is not consented to or acquiesced in by the Borrower, (3) the Borrower institutes appropriate proceedings to
dismiss such case or proceeding within 30 days and thereafter continuously and diligently prosecutes such proceedings, and (4) such
case or proceeding is in fact dismissed within 60 days after the commencement thereof; or (5) the Borrower takes any action
to authorize, or in furtherance of, any of the foregoing; or (ii) (A) there shall be commenced against any Insurance
Subsidiary any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, obligations or liabilities, or (2) seeking appointment of a receiver, trustee, custodian,
rehabilitator, conservator, supervisor, liquidator or other similar official for it or for all or any substantial part of its assets,
in each case which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains
undismissed, undischarged or unbonded for a period of 60 days; or (B) there shall be commenced against any of such Subsidiaries
any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against
all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60


 




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days from the entry thereof;
or (C) any of such Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause(ii)(A) or (B) above; or (D) any Governmental Authority shall issue any order of conservation,
supervision or any other order of like effect relating to any of such Subsidiaries;


 


(f)          Non-compliance
with Certain Provisions. Failure of the Borrower to comply with the provisions of each of Sections 5.01(d), 5.01(h), 5.02(a),
6.01 through 6.03, 6.04, 6.07, 6.08 or 6.09;


 


(g)          Non-compliance
With Other Provisions. Failure by the Borrower to comply with or to perform any provision of this Agreement or the other Loan
Documents (and not constituting an Event of Default under any of the other provisions of this Article VII) and continuance
of such failure for 30 days after notice thereof from the Administrative Agent to the Borrower;


 


(h)          Warranties
and Representations. Any warranty or representation made by or on behalf of the Borrower or any Subsidiary herein is inaccurate
or incorrect or is breached or false or misleading in any material respect as of the date such warranty or representation is made;
or any schedule, certificate, financial statement, report, notice, or other instrument furnished by or on behalf of Borrower or
any Subsidiary to the Administrative Agent or the Lenders is false or misleading in any material respect on the date as of which
the facts therein set forth are stated or certified;


 


(i)          Employee
Benefit Plans. Any of the following occurs: (i) a contribution failure occurs with respect to any Plan sufficient to give rise
to a Lien against the Borrower or any of its Subsidiaries under section 303(k) of ERISA or 430(k) of the Code or a Lien arises
against the Borrower or any of its Subsidiaries under section 4068 of ERISA, (ii) a withdrawal by one or more entities in the Controlled
Group from one or more Plans subject to section 4063 of ERISA or from one or more Multiemployer Plans to which it or they have
an obligation to contribute and the withdrawal liability (without unaccrued interest) to such Plans or Multiemployer Plans as a
result of such withdrawal or withdrawals (including any outstanding withdrawal liability that any entity in the Controlled Group
has incurred on the date of such withdrawal) is in excess of $20,000,000, (iii) the termination of one or more Plans and the liability
of the entities in the Controlled Group with respect to such terminated Plan or Plans is in excess of $20,000,000;


 


(j)           Change
in Control. A Change in Control occurs;


 


(k)          Litigation.
(i) There shall be entered against the Borrower or any of its Subsidiaries one or more judgments, awards or decrees, or orders
of attachment, garnishment or any other writ, which exceed $50,000,000, individually or in the aggregate, excluding judgments,
awards, decrees, orders or writs (A) for which there is insurance, but only to the extent there is actual insurance coverage, (B)
for which there is indemnification (upon terms and from creditworthy indemnitors which are satisfactory to Administrative Agent),
but only to the extent there is actual indemnification, (C) which have been in force for less than the applicable period for filing
an appeal so long as execution is not levied thereunder (or in respect of which the Borrower or its appropriate Subsidiary shall
at the time in good faith be prosecuting an appeal or


 




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proceeding for review
and in respect of which a stay of execution or appropriate appeal bond shall have been obtained pending such appeal or review),
(D) which constitute Ordinary Course Litigation, or (E) which are reserved for, to the actual extent of reserves or (ii) there
has been a final judgment or final judgments for the payment of money exceeding, in the aggregate, $50,000,000 rendered against
the Borrower or any of its Subsidiaries by a court of competent jurisdiction and such judgment(s) remain undischarged for a period
(during which execution shall not be effectively stayed) of 60 days after such judgment(s) become final and nonappealable;


 


(l)            Change
in Law. Any change is made in the Insurance Code which affects the dividend practices of any Insurance Subsidiary and which
is reasonably likely to have a Material Adverse Effect on the ability of the Borrower to perform its obligations under the Agreement
and such circumstances shall continue for 120 days; or


 


(m)          Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all principal of and interest on each Loan and all fees payable hereunder,
ceases to be in full force and effect; or the Borrower or any other Person contests in any manner the validity or enforceability
of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports
to revoke, terminate or rescind any Loan Document;


 


then, and in every such event (other than
an event with respect to the Borrower described in clause (e) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower
described in clause (e) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.


 


ARTICLE
VIII



The Administrative Agent


 


Each of the Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions
and powers as are reasonably incidental thereto.


 




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The bank serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Administrative Agent hereunder.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing,
(a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its
Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent
by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of
any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.


 


The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


The Administrative Agent
may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory


 




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provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well
as activities as Administrative Agent.


 


Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
upon 10 business days’ notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Administrative Agent.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.


 


ARTICLE
IX



Miscellaneous


 


SECTION 9.01.         Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph
(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy or facsimile (or email with a PDF copy attached), as
follows:


 


(i)          if
to the Borrower, to it at One Horace Mann Plaza, Springfield, Illinois 62715-001, Attention of Angela Christian (Telephone No.
 217.788.5350) (Telecopy No. 217.788.5796) (Email: angela.christian@horacemann.com) (Website www.horacemann.com);


 




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(ii)         if
to the Administrative Agent for purposes of loan administration information, to JPMorgan Chase Bank, 10 South Dearborn, Floor 7,
Chicago, Illinois 60603, Attention of Joyce Kind (Telephone No.  312.385.7084) (Telecopy No. 888.292.9533) (Email: joyce.p.king@jpmchase.com);


 


(iii)        if
to the Administrative Agent for purposes of covenant compliance/financial information, to JPMorgan Chase Bank, 10 South Dearborn,
Floor 9, Chicago, Illinois 60603-2300, Attention of Danielle Babine (Telephone No. 312.325.3261) (Telecopy No. 312.386.7632)
(Email: danielle.d.babine@jpmorgan.com); and


 


(iv)        if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including internet
or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


(c) Any party hereto
may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.
All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.


 


SECTION 9.02.         Waivers;
Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.


 


(b)          Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal


 




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amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.


 


SECTION 9.03.         Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent, the Arrangers and any of their respective Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or
any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection
with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or
in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans.


 


(b)          The
Borrower shall indemnify the Administrative Agent, the Arrangers and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto
of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee. This Section 9.3(b) shall not apply with respect to Taxes other
than any Taxes that represent losses or damages arising from any non-Tax claim.


 


(c)          To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a)
or (b) of this Section, each Lender


 




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severally agrees to pay
to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in
its capacity as such.


 


(d)          To
the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.


 


(e)          All
amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.


 


SECTION 9.04.                 Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          (i)          Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)         the
Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto
by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided,
further, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other assignee; and


 


(B)         the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment
to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment.


 




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As used herein, “Ineligible Institution”
means a (a) natural person or (b) holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of, a natural person or relative(s) thereof; provided that, such holding company, investment vehicle or trust shall not
constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments,
(y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in
the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its
activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business;
provided that upon the occurrence of an Event of Default, any Person (other than a Lender) shall be an Ineligible Institutions
if after giving effect any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Revolving
Credit Exposure or Commitments, as the case may be.


 


(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that
no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; and


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information
about the Borrower and its related parties or its securities) will be made available and who may receive such information in accordance
with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.


 


(iii)        Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto


 




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and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)        The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.


 


(v)         Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to
be made by it pursuant to Section 2.04(b), 2.15(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made
in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it
has been recorded in the Register as provided in this paragraph.


 


(c)          Any
Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of


 




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such obligations and
(C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and limitations therein, including the requirements
under Section 2.14(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.15 and 2.16 as if
it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under
Sections 2.12 or 2.14, with respect to any participation, than its participating Lender would have been entitled to receive, except
to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation.. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided that such Participant agrees to be subject to Section 2.15(c) as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on
which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other
obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment,
Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary.


 


(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


SECTION 9.05.         Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made
by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or


 




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knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement
or any provision hereof.


 


SECTION 9.06.         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreement with respect to fees payable to the Administrative Agent constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 9.07.         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 9.08.         Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate
to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.


 


SECTION 9.09.         Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by
the law of the State of Illinois.


 




    	59



    	 



    

 


(b)          The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Circuit
Court of the State of Illinois sitting in Cook County, Illinois and of the United States District Court for the Northern District
of Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.


 


(c)          The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION 9.10.         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11.         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12.         Confidentiality.
(a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such


 




    	60



    	 



    

 


Information and instructed
to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement,
(v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section,
to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes
publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent
or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such Information as such Person would accord to its own confidential information.


 


(b)          EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


(c)          ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO,
OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER AND ITS RELATED PARTIES OR ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


SECTION 9.13.         Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges


 




    	61



    	 



    

 


and other amounts which
are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed
the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation
of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall
be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal
Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


SECTION 9.14.         USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.


 


SECTION 9.15.         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Borrower
acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between the Borrower, on the one hand, and the Administrative Agent and the Arrangers,
on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification
hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent and the Arrangers
each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any
of its Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor any Arranger
has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification
hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently
advising the Borrower or its Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation
to the Borrower or its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; (iv) the Administrative Agent and each Arranger and its respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither
the Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency
or fiduciary relationship; and (v) neither the Administrative Agent nor any Arranger has provided and will not provide any legal,
accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver
or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory
and


 




    	62



    	 



    

 


tax advisors to the extent
it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it
may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary
duty.


 


[Signature pages follow.]


 




    	63



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year 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


 




    	S-1



    	 



    

 


	 	JPMORGAN CHASE BANK, individually and as 

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


 




    	S-2



    	 



    

 


	 	PNC Bank, National Association
	 	 
	 	By  	/s/ Nicole Limberg
	 	Name: Nicole Limberg
	 	Title: VP


 




    	S-3



    	 



    

 


[Intentionally Blank]


 




    	S-4



    	 



    

 


	 	The northern trust company
	 	 
	 	By  	/s/ Peter J. Hallan
	 	Name: Peter J. Hallan
	 	Title: Vice President


 




    	S-5



    	 



    

 


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


 




    	S-6



    	 



    

 


	 	STATE STREET BANK AND TRUST COMPANY
	 	 
	 	By	/s/ Kimberly R. Costa
	 	Name: Kimberly R. Costa
	 	Title: Vice President


 




    	S-7



    	 



    

 


	 	ILLINOIS NATIONAL BANK
	 	 
	 	By  	/s/ John Wilson
	 	Name: John Wilson
	 	Title: EVP


 




    	S-8



    	 



    

 


Schedule 2.01


 


Commitments


 


	Lender	 	Commitment	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	36,000,000	 
	PNC Bank, National Association	 	$	36,000,000	 
	Northern Trust Company	 	$	30,000,000	 
	State Street Bank and Trust Company	 	$	25,000,000	 
	Comerica Bank	 	$	15,000,000	 
	Illinois National Bank	 	$	8,000,000	 
	 	 	 	 	 
	TOTAL:	 	$	150,000,000	 



 




    	 



    	 



    

 


Schedule 3.01


 


Jurisdictions


 


CERTIFICATES OF AUTHORITY BY STATE AND
DATE ISSUED


 


	STATE	 	HMIC	 	TIC	 	HMP&CIC	 	HMLIC 	 	ELICA 	 	HMSC
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alabama	 	12-19-66	 	04-18-73	 	08-20-03	 	12-15-58	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alaska	 	01-31-64	 	03-26-73	 	12-22-87	 	02-02-62	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona	 	05-27-59	 	11-12-74	 	06-09-80	 	07-15-59	 	08-21-57	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arkansas	 	01-31-64	 	10-06-77	 	11-19-75	 	05-06-50	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	California	 	01-31-64	 	 	 	03-25-65	 	08-18-67	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Colorado	 	06-05-64	 	09-05-73	 	11-13-81	 	11-02-56	 	12-31-84	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Connecticut	 	06-28-74	 	11-18-99	 	11-18-99	 	11-20-78	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delaware	 	06-02-59	 	03-02-71	 	09-25-98	 	12-08-55	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dist. of Col.	 	08-20-59	 	01-30-73	 	05-01-97	 	12-03-65	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Florida	 	09-23-63	 	08-19-76	 	04-02-10	 	07-16-62	 	08-15-66	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Georgia	 	01-31-64	 	02-09-78	 	07-02-07	 	04-05-61	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hawaii	 	 	 	 	 	 	 	08-25-87	 	02-01-85	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Idaho	 	12-16-68	 	04-16-73	 	05-26-88	 	05-09-60	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Illinois	 	01-31-64*	 	03-09-77*	 	04-25-75*	 	08-09-49*	 	12-31-84*	 	08-13-73*
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indiana	 	05-01-68	 	12-01-77	 	01-15-98	 	05-01-57	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Iowa	 	12-29-64	 	05-04-73	 	11-26-74	 	08-01-52	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kansas	 	01-31-64	 	09-13-96	 	12/21/99	 	11-12-61	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kentucky	 	01-31-64	 	08-02-64	 	11-01-99	 	02-21-69	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Louisiana	 	12-23-58	 	11-14-73	 	09-30-99	 	05-16-61	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maine	 	06-01-70	 	05-04-88	 	12-30-98	 	09-02-60	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maryland	 	01-10-68	 	10-29-91	 	03-31-98	 	06-26-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Massachusetts	 	10-25-68	 	02-12-81	 	 	 	09-09-68	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Michigan	 	03-19-59	 	12-14-77	 	02-23-99	 	10-27-59	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minnesota	 	02-11-64	 	06-01-74	 	08-19-98	 	10-08-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mississippi	 	06-01-58	 	07-19-74	 	06-01-97	 	10-  -61	 	 	 	X


 




    	 



    	 



    

 


	STATE	 	HMIC	 	TIC	 	HMP&CIC	 	HMLIC 	 	ELICA 	 	HMSC
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Missouri	 	03-01-64	 	07-19-88	 	11-25-74	 	06-27-60	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Montana	 	01-31-64	 	06-01-73	 	02-26-88	 	01-02-54	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nebraska	 	08-30-60	 	12-15-76	 	06-24-97	 	10-29-59	 	09-28-61	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nevada	 	02-12-68	 	06-14-99	 	06-17-99	 	05-10-60	 	02-04-83	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Hampshire	 	04-09-69	 	11-15-76	 	03-19-01	 	07-13-61	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Jersey	 	Cancelled

05-30-96	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Mexico	 	03-01-64	 	08-15-73	 	01-03-03	 	05-21-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York	 	01-31-64	 	06-17-02	 	03-27-00	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Carolina	 	10-18-68	 	07-01-74	 	03-05-98	 	07-10-59	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Dakota	 	05-08-62	 	03-22-73	 	06-21-88	 	05-29-62	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ohio	 	02-07-64	 	12-03-84	 	12-31-96	 	12-02-59	 	10-09-84	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oklahoma	 	03-01-68	 	11-25-74	 	11-07-74	 	12-07-60	 	08-02-66	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oregon	 	07-15-70	 	09-01-73	 	11-15-74	 	11-01-53	 	06-05-57	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pennsylvania	 	12-29-63	 	04-16-81	 	12-20-99	 	09-01-49	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rhode Island	 	01-23-70	 	12-13-73	 	01-12-98	 	09-05-61	 	 	 	09-10-73
	 	 	 	 	 	 	 	 	 	 	 	 	 
	South Carolina	 	10-02-58	 	02-08-74	 	05-04-82	 	08-14-61	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	South Dakota	 	05-01-62	 	01-22-74	 	09-14-88	 	08-03-53	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tennessee	 	01-31-64	 	09-07-77	 	11-19-97	 	03-28-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas	 	01-31-64	 	12-29-78	 	05-29-75	 	07-14-60	 	06-26-68	 	09-10-73
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utah	 	03-01-64	 	06-14-73	 	04-05-88	 	11-22-55	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vermont	 	10-01-68	 	08-25-99	 	08-25-97	 	04-18-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Virginia	 	02-03-64	 	03-19-91	 	03-30-99	 	04-18-56	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Washington	 	02-10-64	 	12-28-73	 	12-31-98	 	11-13-58	 	09-20-57	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Virginia	 	01-23-64	 	10-23-89	 	03-29-99	 	12-28-60	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wisconsin	 	01-31-64	 	09-14-73	 	06-27-74	 	11-22-68	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wyoming	 	12-24-58	 	07-23-87	 	01-18-88	 	03-24-53	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Puerto Rico	 	Cancelled

12-17-12	 	 	 	 	 	 	 	 	 	 


 




    	 



    	 



    

 


	HMIC: 	Horace Mann Insurance Company
	TIC:	Teachers Insurance Company
	HMP&CIC:	Horace Mann Property & Casualty Insurance Company
	HMLIC:	Horace Mann Life Insurance Company
	HMSC:	Horace Mann Service Corporation
	ELICA:	Educators Life Insurance Company of America


 




    	 



    	 



    

 


Schedule 3.02(a)


 


SAP Exceptions


 


None.


 




    	 



    	 



    

 


Schedule 3.04


 


Litigation


 


None.


 




    	 



    	 



    

 


 


Schedule 3.10



Subsidiaries


  





 





 




    	 



    	 



    

 


Schedule 3.11






Insurance Licenses


 


None.


 




    	 



    	 



    

 


Schedule 6.06






Restrictive Agreements


 


1.          Restrictions
pursuant to First Supplemental Indenture, dated as of June 9, 2005, by and between Borrower and The Bank of New York Mellon Trust
Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee)


 


The Borrower can not,
and it can not permit any Subsidiary, create, assume, incur or permit to exist any indebtedness secured by a pledge, lien or other
encumbrance on the voting securities of any “Significant Subsidiary” (as defined in paragraph (w) of Rule 1-02 of Regulation
S-X (17 CFR § 210.1-01, et seq.)), or the voting securities of a Subsidiary that owns, directly or indirectly, the
voting securities of any “Significant Subsidiary” without making effective provision whereby the outstanding 6.05%
Senior Notes due June 15, 2015 shall be equally and ratably secured with such secured indebtedness so long as such other indebtedness
shall be secured.


 


2.          Restrictions
pursuant to Second Supplemental Indenture, dated as of April 21, 2006, by and between Borrower and The Bank of New York Mellon
Trust Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee)


 


The Borrower can not,
and it can not permit any Subsidiary, create, assume, incur or permit to exist any indebtedness secured by a pledge, lien or other
encumbrance on the voting securities of any “Significant Subsidiary” (as defined in paragraph (w) of Rule 1-02 of Regulation
S-X (17 CFR § 210.1-01, et seq.)), or the voting securities of a Subsidiary that owns, directly or indirectly, the
voting securities of any “Significant Subsidiary” without making effective provision whereby the outstanding 6.85%
Senior Notes due April 15, 2016 shall be equally and ratably secured with such secured indebtedness so long as such other indebtedness
shall be secured.


 




    	 



    	 



    

 




 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into
by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]]
	 	 	 
	3.	Borrower(s):	HORACE MANN EDUCATORS CORPORATION
	 	 	 
	4.	Administrative Agent:	JPMORGAN CHASE BANK, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement, dated as of July 30, 2014, among Horace Mann Educators Corporation, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto


 




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	6.	Assigned Interest:	





 


	Aggregate Amount of 
 Commitment/Loans for all 
 Lenders	 	 	Amount of 
 Commitment/Loans Assigned	 	 	Percentage Assigned of 
 Commitment/Loans1	 
	$		 	 	$		 	 	 		%
	$		 	 	$		 	 	 		%
	$		 	 	$		 	 	 		%



 


Effective Date: _____________ ___, 20___
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities)
will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Title: 




 





 






1 Set forth, to at least 9 decimals, as a percentage
of the Commitment/Loans of all Lenders thereunder.




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[Consented to and]2 Accepted:


 


	JPMORGAN CHASE BANK, N.A.,, as	 
	Administrative Agent	 
	 	 	 
	By	 	 
	Title:	 
	 	 
	[Consented to:]3	 
	 	 
	HORACE MANN EDUCATORS CORPORATION	 
	 	 	 
	By	 	 
	Title:	 





 


 






2
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


3
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.


 




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ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1. Representations and Warranties.


 


1.1 Assignor. The Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee. The Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order
to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions
of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 


2. Payments. From and
after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the


 




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Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.


 


3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of Illinois.


 




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EXHIBIT B


 


[FORM OF]



COMPLIANCE CERTIFICATE




 


		To:	The Lenders parties to the



Credit Agreement Described Below


 


For the period ended                 
, 20   , this Compliance Certificate is furnished pursuant to that certain Credit Agreement, dated as of
July 30, 2014 (as amended, modified, renewed or extended from time to time, the “Agreement”), among
Horace Mann Educators Corporation (the “Borrower”), the lenders party thereto, and JPMorgan Chase Bank,
N.A., as Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


		1.	I am a duly elected Executive Officer of the Borrower;



 


2.            I have reviewed
the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;


 


3.            The examinations
described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes
a Default or Event of Default during or at the time of the accounting period covered by the attached financial statements or as
of the date of this Certificate, except as set forth below; and


 


4.            To the extent that
there are any changes from the most recently delivered Schedule 3.10, Schedule I attached hereto sets forth a current Schedule
3.10, setting forth each of the Borrower’s Subsidiaries and indicating which Subsidiaries are Material Insurance Subsidiaries,
accurate as of the date hereof.


 


5.            Schedule II attached
hereto sets forth financial data and computations calculating each of FHLB Liquidity Debt, FHLB Operating Debt and Securities Lending,
all of which data and computations are true, complete and correct.


 


6.            Schedule III attached
hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.


 




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Described below are the
exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	B-2



    	 



    




 


The foregoing certifications, together
with the computations set forth in Schedule II hereto and the financial statements delivered with this Certificate in support hereof,
are made and delivered this ___ day of ______, ____.


 


	 	 
	 	Name:
	 	Title:


 




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SCHEDULE I TO COMPLIANCE CERTIFICATE


 


Updated Schedule 3.10 as of _________, ____


 




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SCHEDULE II TO COMPLIANCE CERTIFICATE


 


Calculation of FHLB Liquidity Debt,

FHLB Operating Debt and Securities Lending


 




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SCHEDULE III TO COMPLIANCE CERTIFICATE


 


Compliance as of _________, ____ with

Provisions of Sections 6.01, 6.02, 6.03 and 6.10 of

the Agreement


 


 


	Section 6.01 – Consolidated Debt to Total Capitalization
	 
	 	Required	 	0.35:1.0
	 	 	 	 
	 	Actual	 	 
	 	 	 	 	 
	 	(a)	Consolidated Debt of the Borrower and its Consolidated Subsidiaries on date of determination:	 	$__________
	 	 	 	 	 
	 	(b)	Consolidated Net Worth on date of determination:	 	$__________
	 	 	 	 	 
	 	(c)	(a) plus (b):	 	$__________
	 	 	 	 	 
	 	(d)	Ratio of (a) to (c):	 	     :1.0
	 	 	 	 	 
	 
	Section 6.02 – Net Worth
	 
	 	Required Minimum Net Worth: 	 	$__________
	 	 	 	 	 
	 	Actual Net Worth:	 	 
	 	 	 	 	 
	 	Net Worth (excluding the effect of unrealized gain or loss under FASB 115):	 	$__________
	 
	Section 6.03 – Minimum Risk-Based Capital (as of the end of any Fiscal Year)
	 
	 	Required:	 	300%
	 	 	 	 	 	 	 
	 	Actual:	 	 
	 	 	 	 
	 	(a) Horace Mann Life Insurance Company	 	 
	 	 	 	 	 	 	 
	 	(1)	Total Adjusted Capital on date of determination:	 	$__________
	 	 	 	 	 	 	 
	 	(2)	Company Action Level RBC on date of determination:	 	$__________


 




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	 	(3)	Ratio of (1) to (2) (expressed as a percentage):	 	______%
	 	 	 	 	 	 	 
	 	(b) The P/C Subsidiaries (taken as a whole)	 	 
	 	 	 	 	 	 	 
	 	(1)	Total Adjusted Capital on date of determination:	 	$__________
	 	 	 	 	 	 	 
	 	(2)	Company Action Level RBC on date of determination:	 	$__________
	 	 	 	 	 	 	 
	 	(3)	Ratio of (1) to (2) (expressed as a percentage):	 	______%
	 
	Section 6.10 – Securities Lending
	 
	 	Maximum market value of securities subject to Securities Lending Worth: 	 	$                   4
	 	 	 	 
	 	Actual market value of securities subject to Securities Lending Worth (provided that the market value of any security subject to Securities Lending shall be measured as of the time the applicable Securities Lending transaction was entered into): 	 	$__________


 





 






4 Maximum Worth to be set at the Threshold Amount
less the aggregate amount of FHLB Operating Debt outstanding at time of reporting.


 




    	B-2



    	 



    

 


EXHIBIT C-1


 


[FORM OF]



U.S. TAX CERTIFICATE






(For Non-U.S. Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement, dated as of July 30, 2014 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Horace Mann Educators Corporation, and each lender from time to time party
thereto.


 


Pursuant to the provisions
of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively
connected with the undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




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EXHIBIT C-2


 


[FORM OF]



U.S. TAX CERTIFICATE


 


(For Non-U.S. Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement, dated as of July 30, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Horace Mann Educators Corporation, and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the
extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s
or its partners/members’ conduct of a U.S. trade or business.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




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EXHIBIT C-3


 


[FORM OF]


 


U.S. TAX CERTIFICATE


 


(For Non-U.S. Participants That Are
Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement, dated as of July 30, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Horace Mann Educators Corporation, and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the
undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




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EXHIBIT C-4


 


[FORM OF]


 


U.S. TAX CERTIFICATE


 


(For Non-U.S. Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Credit Agreement, dated as of July 30, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Horace Mann Educators Corporation, and each lender from time to time party thereto.


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a
bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question
are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all
times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[  ]


 




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