(II) AT ALL TIMES THEREAFTER, THE SUM OF (A) $110,272,875, PLUS
(B) 50% OF THE CUMULATIVE POSITIVE AGGREGATE STATUTORY NET INCOME, IF ANY,
EARNED BY THE SIGNIFICANT INSURANCE SUBSIDIARIES FROM JANUARY 1, 2004 TO THE
DATE OF CALCULATION, PLUS (C) 75% OF THE NET AVAILABLE PROCEEDS OF ANY EQUITY
ISSUANCE (INCLUDING ANY CAPITAL CONTRIBUTION TO SURPLUS OF ANY SIGNIFICANT
INSURANCE SUBSIDIARY IN RESPECT OF WHICH NO ADDITIONAL SHARES ARE ISSUED) BY ANY
SIGNIFICANT INSURANCE SUBSIDIARY AFTER THE CLOSING DATE.
(I)
THE PRICING SCHEDULE SHALL BE DELETED IN ITS ENTIRETY, AND THE
PRICING SCHEDULE ATTACHED HERETO AND MADE A PART HEREOF SHALL BE SUBSTITUTED IN
ITS PLACE.
(J)
SCHEDULE I TO THE CREDIT AGREEMENT SHALL BE DELETED IN ITS
ENTIRETY, AND SCHEDULE I ATTACHED HERETO AND MADE A PART HEREOF SHALL BE
SUBSTITUTED IN ITS PLACE.
2.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
THE BORROWER
REPRESENTS AND WARRANTS THAT:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND THAT
THIS AMENDMENT IS A LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER
ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE
ENFORCEMENT THEREOF MAY BE SUBJECT TO
THE EFFECT OF ANY APPLICABLE
3
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally;
(B)
EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF AS IF MADE ON THE DATE HEREOF, EXCEPT TO THE EXTENT ANY SUCH
REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER DATE, IN
WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE AND CORRECT ON
AND AS OF SUCH EARLIER DATE;
(C)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR UNMATURED
DEFAULT HAS OCCURRED AND IS CONTINUING.
3.
EFFECTIVE DATE.
SECTION 1 OF THIS AMENDMENT SHALL NOT BECOME
EFFECTIVE UNLESS AND UNTIL THE BORROWER HAS FURNISHED THE FOLLOWING TO THE AGENT
WITH SUFFICIENT COPIES FOR THE LENDERS AND THE OTHER CONDITIONS SET FORTH BELOW
HAVE BEEN SATISFIED:
(A)
AMENDMENT.
A COPY OF THIS AMENDMENT, EXECUTED BY THE BORROWER,
THE AGENT AND THE LENDERS.
(B)
GOOD STANDING CERTIFICATE.
A CERTIFICATE OF GOOD STANDING FOR THE
BORROWER, CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS JURISDICTION
OF INCORPORATION.
(C)
OFFICER'S CERTIFICATE.
A CERTIFICATE, SIGNED BY AN AUTHORIZED
OFFICER OF THE BORROWER, STATING THAT:
(I) ON THE DATE HEREOF NO DEFAULT OR
UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING; AND (II) EACH OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI OF THE CREDIT AGREEMENT
IS TRUE AND CORRECT ON AND AS OF THE EFFECTIVE DATE AND (III) EXCEPT AS SET
FORTH THEREIN, NO AMENDMENTS OR MODIFICATIONS HAVE BEEN MADE TO THE BORROWER'S
ARTICLES OF INCORPORATION OR BY-LAWS SINCE DECEMBER 21, 1998.
(D)
AMENDMENT FEE.
RECEIPT BY THE AGENT FOR THE BENEFIT OF THE
LENDERS OF AN AMENDMENT FEE IN AN AMOUNT EQUAL TO FIFTEEN (15) BASIS POINTS ON
EACH SUCH