First Amendment to Credit Agreement



 Exhibit 10.1(a) 
  
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 1, 2004 (this “Amendment”), amends the Credit Agreement, dated as of May 29,
2002 (the “Credit Agreement”), among Horace Mann Educators Corporation, a Delaware corporation (the “Borrower”), the various financial institutions parties thereto (collectively, the “Lenders”) and
Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined
therein. 
  
 WHEREAS, the parties hereto have entered into the
Credit Agreement, which provides for the Lenders to extend certain credit facilities to the Borrower from time to time; and 
  
 WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as hereinafter set forth; 
  
 NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: 
  
 SECTION 1. AMENDMENTS. Effective as of June 1, 2004, the Credit Agreement shall be amended in accordance with Sections 1.1 through 1.3
below. 
  
 1.1 Additional Lenders. Bank One, NA and
National City Bank of Michigan/Illinois (together the “Additional Lenders”) shall become Lenders under the Credit Agreement. 
  
 1.2 Schedule 2.1. Schedule 2.1 of the Credit Agreement is hereby amended to state as set forth on Schedule 2.1 hereto. 
  
 1.3 Loans. All outstanding Loans shall be prepaid on the date hereof
and the Lenders shall make new Eurodollar Loans on the date hereof in the total principal amount of $25,000,000 with an Interest Period of six months. Bank of America waives any right to require that such prepayment only be made on the last day of
any applicable Interest Period or that the Borrower made any payments under Section 6.4 arising from such prepayment. 
  
 SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective when each of the conditions precedent set forth in this Section 2 shall have
been satisfied. 
  
 2.1 Receipt of Documents. The
Administrative Agent shall have received all of the following documents duly executed, dated the date hereof or such other date as shall be acceptable to the Administrative Agent, and in form and substance satisfactory to the Administrative Agent:

  
 (a) Amendment. This Amendment, duly
executed by the Borrower, the Administrative Agent and the Lenders, including the Additional Lenders. 
  









 (b) Secretary’s Certificate. A certificate of the secretary or an assistant
secretary of the Borrower, as to (i) resolutions of the Board of Directors of the Borrower then in full force and effect authorizing the execution, delivery and performance of this Amendment and each other document described herein, and (ii) the
incumbency and signatures of those officers of the Borrower authorized to act with respect to this Amendment and each other document described herein. 
  
 2.2 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this Amendment, the following
statements by the Borrower shall be true and correct (and the Borrower, by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and each Lender that such statements are true and correct as at such times):

  
 (a) the representations and warranties set
forth in Article VII of the Credit Agreement shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such
earlier date); and 
  
 (b) no Default shall have
then occurred and be continuing. 
  
 SECTION 3. REPRESENTATIONS
AND WARRANTIES. To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows: 
  
 3.1 Due Authorization, Non-Contravention, etc. The execution, delivery
and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not 
  
 (a) contravene the Borrower’s organization documents; 
  
 (b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or affecting the Borrower; or 
  
 (c) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties. 
  
 3.2 Government Approval, Regulation, etc. No authorization or approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower. 
  
 3.3 Validity, etc. This Amendment constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms. 
  
 SECTION 4. MISCELLANEOUS. 
  
 4.1
Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in
each and every 

  

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respect. After the effectiveness of this Amendment in accordance with its terms, all references to the Credit Agreement in the Loan Documents or in any other
document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended hereby. 
  
 4.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all expenses of the Administrative Agent (including the fees and
out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment. 
  
 4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction. 

 
 4.4 Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 4.5 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same agreement. 
  
 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 
  
 4.7 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns. 
  

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

					
	 HORACE MANN EDUCATORS
 CORPORATION

		
	By	 	 /s/ Peter H. Heckman

	 	 	 Title:
	 	 Executive Vice President &
Chief Financial Officer

		
	By	 	 /s/ Dwayne D. Hallman

	 	 	 Title:
	 	 Senior Vice President Finance

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

		
	By	 	 /s/ Debra Basler

	 	 	 Title:
	 	 Principal

	
	BANK ONE, NA
		
	By	 	 /s/ Gerard Fogarty

	 	 	 Title:
	 	 Director

	
	NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
		
	By	 	 /s/ Lance Craigmiles

	 	 	 Title:
	 	 Vice President



  

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 SCHEDULE 2.1 
  

				
	 Lenders

	  	Commitment


	 Bank of America, N.A.
	  	$	15,000,000
	 Bank One, NA
	  	$	10,000,000
	 National City Bank of Michigan/Illinois
	  	$	10,000,000
	 	  	
	

	 	  	$	35,000,000