EX-10.1



 






	 	 	 	 	 



Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 1




          AMENDMENT NO. 1 dated as of August 10, 2005 between ASSURANT, INC. (d/b/a Assurant Group), the
Lenders executing this Amendment No. 1 on the signature pages hereto and JPMORGAN CHASE BANK, N.A.,
in its capacity as Administrative Agent under the Credit Agreement referred to below.




          Assurant, Inc., the lenders party thereto (including the Lenders executing this Amendment No.
1 on the signature pages hereto) and JPMorgan Chase Bank, N.A., as Administrative Agent, are
parties to a First Amended and Restated Credit Agreement dated as of April 29, 2005 (as modified
and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to
the terms and conditions thereof, for extensions of credit to be made by said lenders to the
Borrower in an aggregate principal amount not exceeding $500,000,000 (subject to any increases
effected pursuant to Section 2.9 of the Credit Agreement).




          The Borrower and the Lenders party hereto wish now to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:




          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Credit Agreement are used herein as defined therein.




          Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:




          2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.




          2.02. Definitions. Section 1.1 of the Credit Agreement shall be amended by
amending the following definition in its entirety:






     “Consolidated Adjusted Net Worth” means, as at any date of determination, the sum of
(a) the amounts that would, in accordance with GAAP, be included on the consolidated
balance sheet of the Borrower and its Subsidiaries as of such date as total stockholders’
equity (including all “preferred stock” (other than Disqualified Capital Stock and/or
Hybrid Securities that are determined to be, or that are treated as, “preferred stock”)),
but excluding (i) treasury stock and (ii) the effects of Financial Accounting Statement No.
115, and (b) the amounts of all obligations of the Borrower and its Subsidiaries in respect
of Disqualified Capital Stock and/or Hybrid Securities to the extent, as at such date of



Amendment No. 1




 









 








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determination, such obligations would be excluded from the definition of “Indebtedness” by
virtue of the proviso contained in clause (xi) of such definition.



          2.03. Financial Covenants. Section 6.9(ii) of the Credit Agreement is hereby
amended to read in its entirety as follows:





     “(ii) Minimum Consolidated Adjusted Net Worth. The Borrower shall not permit
its Consolidated Adjusted Net Worth at any time to be less than the sum of (x)
$2,477,212,000, plus (y) 50% of Consolidated Net Income for each Fiscal Quarter
(beginning with the Fiscal Quarter ending after December 31, 2004) for which Consolidated
Net Income (measured at the end of each such Fiscal Quarter) is a positive amount
plus (z) 100% of the net proceeds received by the Borrower or any Subsidiary after
December 31, 2004 from any capital contribution to, or issuance of any Capital Stock,
Disqualified Capital Stock and Hybrid Securities (but only to the extent such Capital
Stock, Disqualified Capital Stock and Hybrid Securities are included, at the time of
issuance thereof, in Consolidated Adjusted Net Worth pursuant to the definition
thereof) of, the Borrower or any Subsidiary (but excluding any issuance by a Subsidiary to
the Borrower or to a wholly-owned Subsidiary, and any capital contribution by the Borrower
or a Subsidiary to a wholly-owned Subsidiary).”



          Section 3. Representations and Warranties. The Borrower represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the
representations and warranties set forth in Section 4 of the Credit Agreement, are true and
complete on the date hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, such representation or
warranty shall be true and correct as of such specific date), and as if each reference in said
Section 4 to “this Agreement” (or words of similar import) included reference to this
Amendment No. 1 and (b) no Event of Default or Potential Event of Default has occurred and is
continuing on the date hereof.




          Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon receipt by the Administrative Agent of counterparts
of this Amendment No. 1 executed by the Borrower and Lenders party to the Credit Agreement
constituting the Requisite Lenders.




          Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.




Amendment No. 1





 









 








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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
and delivered as of the day and year first above written.




	 	 	 	 	 
	 	ASSURANT, INC. (d/b/a Assurant Group)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1





 









 








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	 	LENDERS





JPMORGAN CHASE BANK, N.A., 

individually and as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITICORP NORTH AMERICA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUNTRUST BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	M&I MARSHALL & ILSLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1





 









 








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	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CREDIT SUISSE FIRST BOSTON

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LEHMAN BROTHERS BANK, FSB

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1





 









 








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	 	WILLIAM STREET COMMITMENT CORPORATION





(Recourse only to assets of William Street

Commitment Corporation)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UMB BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMMERCE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1