Exhibit
10(c)(2)


 


FIRST
AMENDMENT TO


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“this
Amendment-) dated as of- October 2, 2009 (the “Effective Date-) is entered into by PROTECTIVE LIFE CORPORATION,
a Delaware corporation (“PLC), PROTECTIVE LIFE INSURANCE COMPANY, a
Tennessee corporation (“PLICO”; PLC and PLICO are together referred to as the “Borrowers”),
REGIONS BANK, an Alabama banking corporation
(“Regions’’), and the various lenders identified on the signature pages hereto
(collectively, the “Lenders”), and REGIONS BANK,
in its capacity, as Administrative Agent for the Lenders (the “Administrative
Agent”).


 


Recitals


 


A.    The Borrowers,
the Lenders and the Administrative Agent are parties to a certain Second
Amended and Restated Credit Agreement dated as of April 16, 2008 (as
amended or supplemented from time to lime, the “Credit Agreement”).


 


B.            The Borrowers
have requested that the Lenders and the Administrative Agent amend the Credit
Agreement to make certain modifications to the Credit Agreement as set forth
herein.


 


C.            The Lenders and
the Administrative Agent have agreed to make such modifications, provided that
the Borrowers, the Lenders and the Administrative Agent enter into this
Amendment.


 


Agreement


 


NOW,  THEREFORE, in consideration of the
foregoing recitals and in further consideration of the mutual agreements set
forth herein, the Borrowers, the Lenders and the Administrative Agent hereby
agree as follows, with such agreements to become effective as of the Effective
Date:


 


1.     Rules of Construction. This Amendment
is subject to the rules of construction set forth in the Credit Agreement.


 


2.     Definitions. Capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
defined for them in the Credit Agreement.


 


3.     Representations and Warranties of Borrowers. The  Borrowers represent and warrant
to the Lenders and the Administrative Agent as follows:


 


(a)           Representations and Warranties in Credit Documents. All of the


 

















 


representations and
warranties set forth in the Credit Documents are true and correct on and as of
the Effective Date, except to the extent that such representations and
warranties expressly relate to an earlier date.


 


(b)           No
Default.   As of the Effective Date, each Borrower is in
compliance with all the terms and provisions set forth in the Credit Documents
on its part to be observed or performed, and no Event of Default, nor any event
that upon notice or lapse of time or both would constitute such an Event of Default,
has occurred and is continuing.


 


(c)           Borrowers’ Organizational
Documents. The Borrowers’ organizational
documents have not been amended since April 16, 2008.


 


4.             Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows:


 


(a)           The third
sentence of the definition of Indebtedness in Article I of the Credit
Agreement shall be amended and restated to read in its entirety as follows:


 


“Notwithstanding
the foregoing, Indebtedness shall not include: (1) the following
obligations issued in connection with the funding of statutory reserves and
with respect to which the Borrowers have no obligation to repay: (A) surplus
notes or other obligations of Subsidiaries of the Borrowers (“Capital Market
Notes”), (B) any securities backed by such Capital Market Notes, (C) letters
of credit issued for the account of Subsidiaries of the Borrowers that are not
issued under this Agreement, and (D) any guarantees by the issuers of the
obligations described in (A), (B) and (C) above, (2) the sale
and issuance of up to $800 million of senior notes of PLC during the fourth
quarter of 2009, the proceeds of which will be used to purchase Capital Market
Notes in connection with the funding of statutory reserves and any subsequent
reserve financing transaction for which the Borrowers will receive approval
from the Required Lenders to exclude from this definition of Indebtedness, (3) any
short-term indebtedness incurred for the pre-funding of anticipated policy
obligations or anticipated investment cash flow, or (4) obligations that
are not otherwise included in items (i) through (viii) of the
definition of Indebtedness, but which would be classified as a liability on the
Borrowers’ financial statements only by reason of FASB Interpretation No. 46
or a subsequent accounting pronouncement having a substantially similar impact.


 


(b)           he definition
of “Unconsolidated Cash Inflow Available for Interest Expense” in Article I
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


“Unconsolidated Cash Inflow Available for Interest Expense” means, for any
period of calculation, the sum (without duplication) of (a) all amounts
received by PLC from its Subsidiaries during such period as (i) interest
and principal on Indebtedness (including but not limited to Surplus Notes),
provided however that interest and 


 

















 


principal on Capital Market
Notes purchased with the proceeds of senior notes of PLC  which have been
excluded from the definition of Indebtedness shall be excluded and (ii) management
fees (net of expenses incurred in providing the services for which such
management fees were paid), (b) all amounts that PLC’s Subsidiaries were
permitted, under applicable laws and regulations, to distribute to PLC during
each period as dividends, whether or not so distributed, and (c) other
income of PLC.”


 


5.             Fees
and Legal Expenses. The Borrowers hereby agree
to pay all reasonable legal costs and expenses incurred in connection with the
review, analysis and preparation of this Amendment.


 


6.             References in Credit Documents. All references
in the Credit Documents to the “Credit Agreement” shall mean the Credit
Agreement as amended by this Amendment.


 


7.             Credit Documents to Remain in Effect. Except as specifically modified by this Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect
in accordance with their respective terms.


 


8.             No Novation, etc.  Nothing contained in this Amendment shall be
deemed to constitute a novation of the terms of the Credit Documents, nor
release any obligor from liability for any of the Obligations, nor affect any
of the rights, powers or remedies of the Lenders and the Administrative Agent
under the Credit Documents, nor constitute a waiver of any provision thereof,
except as specifically set forth in this Amendment.


 


9.             Governing Law, Successors and Assigns, etc. This Amendment shall be governed by and construed in accordance with
the laws of the State of Alabama and shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.


 


10.           Headings. The
descriptive headings of the sections of this Amendment are for convenient
reference only and shall not be deemed to affect the meaning or construction of
any of the provisions hereof.


 


11.           Entire Agreement. This Amendment
constitutes the entire understanding to date of the parties hereto regarding
the subject matter hereof and supersedes all prior and contemporaneous oral and
written agreements of the parties thereto with respect to the subject matter
hereof.


 


12.           Severability. If any
provision of this Amendment shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall  not in any way be affected or
impaired thereby.


 


13.           Counterparts.       This Amendment
may be executed in any number of counterparts, each of which so executed shall
be deemed an original, but all  such counterparts shall together
constitute but one and the same instrument.


 

















 


14.           No
Waiver.            Nothing
contained herein shall be construed as a waiver or acknowledgement of, or
consent to any breach of or Event of Default under the Credit Agreement and the
Credit Documents not specifically mentioned herein, and the waivers and consents
granted herein are effective only in the specific instance and for the purposes
for which given.


 


15.           Effect
of this Amendment. This Amendment amends and
supplements the Credit Agreement and shall be construed  as if
it were a part thereof for all purposes. Any representation or warranty
contained herein that shall prove to be false or misleading in any material
respect at the time made shall constitute an Event of Default under the Credit Agreement
and the other Credit Documents in accordance with the Credit Agreement as if
such representation or warranty had been contained in the Credit Agreement, and
any default by the Borrowers in the performance or observance of any provision
of this Amendment shall constitute an Event of Default under that section as if
such provision had been contained in the Credit Agreement.


 


 


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IN WITNESS WHEREOF, the borrowers, the Lenders
and the Administrative Agent have executed this Amendment.


 


	
   

  	
  PROTECTIVE
  LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
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  PROTECTIVE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
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  REGIONS BANK

  
	
   

  	
   

  
	
   

  	
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  WELLS FARGO BANK, NA.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  WACHOVIA BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
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  REGIONS BANK, as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
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  BANK OF
  AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
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