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Credit Agreement

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Title:

Credit Agreement

Entities:

Banc of America Securities LLC; Bank of Nova Scotia; Commerzbank AG; Fleet National Bank; J.P. Morgan Securities Inc.; JPMorgan Chase Bank; Wachovia Bank, NA; Bank of America, NA; Bank of New York; National Financial Partners Corp.

Date:

2005

Size:

Preview shows 53KB of 220KB total

Price:

$79

ID:

#860126

► Loans ► Credit Agreements
► Financial
► Financial ► Investment Services
► Financial ► Money Center Banks
► Financial ► Regional Banks

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EXECUTION VERSION

$175,000,000

CREDIT AGREEMENT

among

NATIONAL FINANCIAL PARTNERS CORP.,

as Borrower,

The Several Lenders

from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

BANK OF AMERICA, N.A.,

Successor by Merger to Fleet National Bank,

as Syndication Agent

J.P. MORGAN SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

as Joint Lead Arrangers and Joint Bookrunners

Dated as of June 15, 2005

TABLE OF CONTENTS


		Page
SECTION 1. DEFINITIONS		1

1.1 Defined Terms		1

1.2 Other Definitional Provisions		1

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS		19

2.1 Revolving Commitments		19

2.2 Procedure for Revolving Loan Borrowing		19

2.3 Commitment Fees, etc.		20

2.4 Termination or Reduction of Revolving Commitments		20

2.5 Term Loans		20

2.6 Procedure for Term Borrowing		20

2.7 Repayment of Term Loans		21

2.8 Optional Prepayments		21

2.9 Mandatory Prepayments and Commitment Reductions		21

2.10 Conversion and Continuation Options		22

2.11 Limitations on Eurodollar Tranches		22

2.12 Interest Rates and Payment Dates		22

2.13 Computation of Interest and Fees		23

2.14 Inability to Determine Interest Rate		23

2.15 Pro Rata Treatment and Payments		24

2.16 Requirements of Law		25

2.17 Taxes		26

2.18 Indemnity		28

2.19 Change of Lending Office		29



2.20 Replacement of Lenders		29

SECTION 3. LETTERS OF CREDIT		29

3.1 L/C Commitment		29

3.2 Procedure for Issuance of Letter of Credit		30

3.3 Fees and Other Charges		30

3.4 L/C Participations		30

3.5 Reimbursement Obligation of the Borrower		31

3.6 Obligations Absolute		31

3.7 Letter of Credit Payments		32

3.8 Applications		32

SECTION 4. REPRESENTATIONS AND WARRANTIES		32

4.1 Financial Condition		32

4.2 No Change		33

4.3 Existence; Compliance with Law		33

4.4 Power; Authorization; Enforceable Obligations		33

4.5 No Legal Bar		33

4.6 Litigation		34

4.7 No Default		43

4.8 Ownership of Property; Liens		34

4.9 Intellectual Property		34

4.10 Taxes		34

4.11 Federal Regulations		34

4.12 ERISA		34

4.13 Investment Company Act; Other Regulations		35

4.14 Subsidiaries		35



4.15 Use of Proceeds		35

4.16 Accuracy of Information, etc.		35

4.17 Security Documents		36

4.18 Solvency		36

4.19 Certain Documents		36

SECTION 5. CONDITIONS PRECEDENT		36

5.1 Conditions to Initial Extension of Credit		36

5.2 Conditions to Each Extension of Credit		37

SECTION 6. AFFIRMATIVE COVENANTS		38

6.1 Financial Statements		38

6.2 Certificates; Other Information		38

6.3 Payment of Obligations		39

6.4 Maintenance of Existence; Compliance		39

6.5 Maintenance of Property; Insurance		40

6.6 Inspection of Property; Books and Records; Discussions		40

6.7 Notices		40

6.8 Additional Collateral, etc.		41

SECTION 7. NEGATIVE COVENANTS		42

7.1 Financial Condition Covenants		42

7.2 Indebtedness		42

7.3 Liens		43

7.4 Fundamental Changes		44

7.5 Disposition of Property		44

7.6 Restricted Payments		45

7.7 Investments		45



7.8 Sales and Leasebacks		47

7.9 Changes in Fiscal Periods		47

7.10 Negative Pledge Clauses		47

7.11 Clauses Restricting Subsidiary Distributions		47

7.12 Lines of Business		47

7.13 Changes to Management Agreement		47

SECTION 8. EVENTS OF DEFAULT		48

SECTION 9. THE AGENTS		50

9.1 Appointment		50

9.2 Delegation of Duties		51

9.3 Exculpatory Provisions		51

9.4 Reliance by Administrative Agent		51

9.5 Notice of Default		52

9.6 NonReliance on Administrative Agent and Other Lenders		52

9.7 Indemnification		52

9.8 Administrative Agent in Its Individual Capacity		53

9.9 Successor Administrative Agent		53

9.10 Syndication Agent		53

SECTION 10. MISCELLANEOUS		54

10.1 Amendments and Waivers		54

10.2 Notices		54

10.3 No Waiver; Cumulative Remedies		55

10.4 Survival of Representations and Warranties		55

10.5 Payment of Expenses and Taxes		56

10.6 Successors and Assigns; Participations and Assignments		56



10.7 Adjustments; Set-off		59

10.8 Counterparts		60

10.9 Severability		60

10.10 Integration		60

10.11 GOVERNING LAW		60

10.12 Submission To Jurisdiction; Waivers		60

10.13 Acknowledgments		61

10.14 Releases of Guarantees and Liens		61

10.15 Confidentiality		62

10.16 Patriot Act		62

10.17 WAIVERS OF JURY TRIAL		62

SCHEDULES:


1.1A		Commitments
1.1B		Material Subsidiaries
4.4		Consents, Authorizations, Filings and Notices
4.6		Litigation
4.12		ERISA
4.14		Subsidiaries
4.17		UCC Filing Jurisdictions
7.2(b)		Existing Indebtedness of the Borrower and Subsidiaries
7.3(f)		Existing Liens
7.7(a)		Existing Investments

EXHIBITS:


A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Assignment and Acceptance
E		Form of Legal Opinion of Douglas W. Hammond
F		Form of Prepayment Option Notice
G		Form of Exemption Certificate

CREDIT AGREEMENT (this Agreement), dated as of June 15, 2005, among NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, as Syndication Agent (Bank of America and, in such capacity, the Syndication Agent) and JPMORGAN CHASE BANK, N.A., as administrative agent (JPMorgan Chase Bank and, in such capacity, the Administrative Agent).

W I T N E S S E T H:

WHEREAS, the Borrower, the lenders parties thereto (the Existing Lenders) and the Administrative Agent are parties to a Credit Agreement, dated as of April 3, 2003, as amended (the Existing Credit Agreement);

WHEREAS, the Borrower has requested that the Lenders enter into this Agreement to provide for a new $175,000,000 credit facility, which shall be used to pay amounts outstanding under the Existing Credit Agreement, finance acquisitions of financial services entities (or entities engaged in related businesses) and provide for the ongoing working capital needs of the Borrower;

NOW, THEREFORE, the Lenders are willing to extend such credit facility to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus of 1%. For purposes hereof: Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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