exv10w20






Exhibit 10.20




EXECUTION VERSION




FIRST AMENDMENT

TO FINANCING AGREEMENT




          FIRST AMENDMENT, dated as of April 30, 2009 (this “Amendment”), to the Financing
Agreement, dated as of March 13, 2009, as amended, supplemented or otherwise modified from time to
time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II,
LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time
party thereto (each a “Lender” and collectively, the “Lenders”), CTL Holdings II
LLC, a Georgia limited liability company (“CTL”), as collateral agent for the Lenders (in
such capacity, the “Collateral Agent”), and CTL Holdings II, LLC, a Georgia limited
liability company, as administrative agent for the Lenders (in such capacity,
the “Administrative Agent” and together with the Collateral Agent, each an “Agent”
and collectively, the “Agents”).




          WHEREAS, the Borrower, the Agents and the Lenders wish to amend certain terms and provisions
of the Financing Agreement as hereafter set forth.




          NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
parties hereto hereby agree as follows:




          1. Definitions. All terms used herein that are defined in the Financing Agreement and
not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.




          2. Amendments.




               (a) New Definitions. Section 1.01 of the Financing Agreement is hereby amended by
adding the following definitions, in appropriate alphabetical order:



                    ““First Amendment” means the First Amendment to Financing Agreement, dated as of April
30, 2009, among the Borrower, the Agents and the Lenders.”



                    ““First Amendment Effective Date” means the date on which the First Amendment shall
become effective in accordance with its terms.”



               (b) Definitions. The definition of “Term Loan Commitment Termination Date” in Section
1.01 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:



          “Term Loan Commitment Termination Date” means the earliest to occur of (i) the date
the Term Loan Commitments are permanently reduced to zero pursuant to Section 2.01(b), (ii) the
date of the termination of the Term Loan Commitments pursuant to Section 9.01, (iii) May 4, 2009
and (iv) the date of any change in law that makes it illegal or imposes adverse conditions on
Premium Finance Loans as contemplated by the Transaction Documents.




          3. Representations and Warranties. The Borrower hereby represents and warrants to the
Agents and the Lenders as follows:




               (a) Representations and Warranties; No Event of Default. The



 









 




representations and
warranties herein, in Article VI of the Financing Agreement and in each other Loan Document,
certificate or other writing delivered by or on behalf of the Borrower to any Agent or any Lender
pursuant to the Financing Agreement or any other Loan Document on or prior to the First Amendment
Effective Date are true and correct on and as of such date as though made on and as of such date
(unless such representations or warranties are stated to relate to an earlier date, in which case
such representations and warranties shall be true and correct as of such earlier date), and no
Default or Event of Default (except as expressly waived hereunder) has occurred and is continuing
as of the First Amendment Effective Date or would result from this Amendment becoming effective in
accordance with its terms.




               (b) Organization, Good Standing, Etc. The Borrower (i) has been duly formed or
organized and is validly existing and in good standing under the laws of its jurisdiction of
organization or formation, (ii) has all requisite power and authority to conduct its business as
now conducted and as presently contemplated, and to execute and deliver this Amendment, and to
consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby,
and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where
the character of the properties owned or leased by it or in which the transaction of its business
makes such qualification necessary.



               (c) Authorization; Enforceability. The execution, delivery and performance of this
Amendment by the Borrower, and the performance of the Financing Agreement, as amended hereby
(i) are within the power and authority of the Borrower and have been duly authorized by all
necessary action and (ii) have been duly authorized, executed and delivered by the Borrower and
constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with
their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally.



               (d) Governmental Approvals; No Conflicts. The execution, delivery and performance of
this Amendment by the Borrower, and the performance of the Financing Agreement, as amended hereby
(i) do not require any consent or approval of, registration or filing with, or any other action by,
any Governmental Authority that has not been obtained, (ii) will not violate any applicable law,
policy or regulation or the organizational documents of the Borrower or any order of any
Governmental Authority, (iii) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower, or any of its assets, or give rise to a
right thereunder to require any payment to be made by the Borrower, (iv) do not and will not result
in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
permit, license, authorization or approval applicable to its operations or any of its properties
and (v) except for the Liens created by the Loan Documents, will not result in the creation or
imposition of any Lien on any asset of the Borrower.



          4. Conditions to Effectiveness. This Amendment shall become effective only upon
satisfaction in full, in a manner satisfactory to the Agents, of the following conditions precedent
(the first date upon which all such conditions shall have been satisfied being herein called the
“First Amendment Effective Date”):





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               (a) The Agents shall have received (i) this Amendment, duly executed by the Borrower, each
Agent and each Lender and (ii) the Notice of Resignation and Appointment, dated as of the date
hereof, duly executed by the Borrower, each Agent, each Lender and White Oak Global Advisors, LLC,
pursuant to which CTL resigns as Collateral Agent and Administrative Agent and White Oak Global
Advisors, LLC, is appointed as Collateral Agent and Administrative Agent.



               (b) The representations and warranties contained in this Amendment and in Article VI of the
Financing Agreement and in each other Loan Document shall be true and correct on and as of the
First Amendment Effective Date as though made on and as of such date (except to the extent such
representations and warranties expressly relate to an earlier date in which case such
representations and warranties shall be true and correct as of such earlier date).



               (c) No Default or Event of Default shall have occurred and be continuing on the First
Amendment Effective Date or result from the Amendment becoming effective in accordance with its
terms.



               (d) All legal matters incident to this Amendment shall be satisfactory to the Agents and their
respective counsel.



          5. Continued Effectiveness of the Financing Agreement and Other Loan Documents. The
Borrower hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the
Financing Agreement and each other Loan Document to which it is a party is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all respects except that on
and after the First Amendment Effective Date all references in any such Loan Document to “the
Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import
referring to the Financing Agreement shall mean the Financing Agreement as amended by this
Amendment, and (iii) confirms and agrees that to the extent that any such Loan Document purports to
assign or pledge to the Collateral Agent for the benefit of the Agents and the Lenders, or to grant
to the Collateral Agent for the benefit of the Agents and the Lenders a security interest in or
Lien on, any Collateral as security for the Obligations of the Borrower from time to time existing
in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such
pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed
in all respects. This Agreement does not and shall not affect any of the obligations of the
Borrower, other than as expressly provided herein, including, without limitation, the Borrower’s
obligation to repay the Loans in accordance with the terms of Financing Agreement, or the
obligations of the Borrower under any Loan Document to which it is a party, all of which
obligations shall remain in full force and effect. Except as expressly provided herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of
the Agents or any Lender under the Financing Agreement or any other Loan Document, nor
constitute a waiver of any provision of the Financing Agreement or any other Loan Document.




          6. Release. The Borrower hereby acknowledges and agrees that: (a) neither it nor any
of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of their
respective Affiliates, officers, directors, employees, attorneys, consultants or agents)





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and
(b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner
all of its obligations to the Borrower and its Affiliates under the Financing Agreement and the
other Loan Documents. Notwithstanding the foregoing, the Agents and the Lenders wish (and the
Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or
circumstances would impair or otherwise adversely affect any of the Agents’ and the Lenders’
rights, interests, security and/or remedies under the Financing Agreement and the other Loan
Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and
other good and valuable consideration, the Borrower (for itself and its Affiliates and the
successors, assigns, heirs and representatives of each of the foregoing) (collectively,
the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and
forever discharge each Agent, each Lender and each of their respective Affiliates, officers,
directors, employees, attorneys, consultants and agents (collectively, the “Released
Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits,
demands, liabilities, actions, proceedings and causes of action, in each case, whether known or
unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and
whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has
heretofore had or now or hereafter can, shall or may have against any Released Party by reason of
any act, omission or thing whatsoever done or omitted to be done on or prior to the First Amendment
Effective Date arising out of, connected with or related in any way to this Amendment, the
Financing Agreement or any other Loan Document, or any act, event or transaction related or
attendant thereto, or the agreements of any Agent or any Lender contained therein, or the
possession, use, operation or control of any of the assets of the Borrower, or the making of any
Loans or other advances, or the management of such Loans or advances or the Collateral on or prior
to the First Amendment Effective Date.




          7. Miscellaneous.




               (a) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by facsimile or electronic mail shall be equally effective as delivery of an
original executed counterpart of this Amendment.



               (b) Section and paragraph headings herein are included for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.



               (c) This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.



               (d) The Borrower hereby acknowledges and agrees that this Amendment constitutes a “Loan
Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the
Financing Agreement if (i) any representation or warranty made by the Borrower under or in
connection with this Amendment shall have been untrue, false or misleading in any material respect
when made, or (ii) the Borrower shall fail to perform or observe any term, covenant or agreement
contained in this Amendment.



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               (e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.



               (f) The Borrower will pay on demand all reasonable fees, costs and expenses of the Agents and
the Lenders in connection with the preparation, execution and delivery of this Amendment or
otherwise payable under the Financing Agreement, including, without limitation, reasonable fees,
disbursements and other charges of counsel to the Agents.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date set forth on the first page hereof.




	 	 	 	 	 
	 	BORROWER:


IMPERIAL LIFE FINANCING II, LLC

 	 
	 	By:  	/s/ Beverly F. Gross
 	 
	 	 	Name:  	Beverly F. Gross 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT, COLLATERAL AGENT AND
LENDER:



CTL HOLDINGS II LLC

 	 
	 	By:  	/s/ Antony Mitchell
 	 
	 	 	Name:  	Antony Mitchell 	 
	 	 	Title:  	President 	 



	 	 	 	 	 
	 	REQUIRED LENDER:



WHITE OAK STRATEGIC MASTER FUND, LP

 	 
	 	By:  	WHITE OAK GLOBAL ADVISORS, LLC, its Investment Advisor
 	 
	 	 	 	 
	 	By:  	                                              /s/ Ken Masters
 	 
	 	 	Name:  	Ken Masters 	 
	 	 	Title:  	Managing Member 	 
	 



First Amendment