exv10w22

Exhibit 10.22

EXECUTION VERSION

SECOND AMENDMENT
TO FINANCING AGREEMENT

SECOND AMENDMENT, dated as of July 23, 2009 (this “Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended by that certain First Amendment to Financing Agreement dated as of April 30, 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”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and White Oak, 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:

“Applicable Interest Rate” with respect to any Tranche hereunder, shall mean the interest rate which is applicable thereto, as set forth on Schedule 1.01(E) attached hereto and made a part hereof, which Schedule 1.01(E) may be supplemented by agreement of the parties in the event that any increase in Term Loan Commitments is requested by Borrower and authorized by Lender in accordance with Section 2.09.

“Second Amendment” means the Second Amendment to Financing Agreement, dated as of July ____, 2009, among the Borrower, the Agents and the Lenders.

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

(b) Section 2.04 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

Section 2.04 Interest. (a) Each Tranche of a Term Loan shall bear interest on the principal amount thereof from time to time outstanding, from January 1, 2009 until such principal amount becomes due, at a rate per annum equal to the Applicable Interest Rate; provided, that, subject to paragraph (c) of this Section 2.04, all of such interest (the “PIK

Interest Amount”) shall be paid-in-kind by being added to the outstanding principal balance of such Tranche. Any interest to be capitalized shall be capitalized on the first day of each month, commencing on the first day of the month following the month in which such Tranche is made and added to the then outstanding principal amount of such Tranche and, thereafter, shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of such Tranche.

(c) Default Interest. To the extent permitted by law and notwithstanding anything to the contrary in this Section, upon the occurrence and during the continuance of an Event of Default, the principal of, and all accrued and unpaid interest on, all Term Loans, fees, indemnities or any other Obligations of the Borrower under this Agreement and the other Loan Documents, shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum equal at all times to the Applicable Interest Rate plus 3%.

(d) Interest Payment. Notwithstanding paragraph (a) of this Section 2.04, interest on each Loan shall be payable, without duplication:

(i) on each date Collections are received if sufficient Collections or other funds are available hereunder for the payment of interest pursuant to Section 2.05(d); and

(ii) on the Final Maturity Date;

provided, that interest payable pursuant to paragraph (b) of this Section 2.04 shall be payable on demand. The Borrower hereby authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 4.01 with the amount of any interest payment due hereunder.

(e) General. All interest shall be computed on the basis of a year of 360 days for the actual number of days, including the first day but excluding the last day, elapsed.

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 Second 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 Second 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 “Second Amendment Effective Date”):

(a) The Agents shall have received (i) this Amendment, duly executed by the Borrower, each Agent and each Lender.

(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 Second 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 Second Amendment Effective Date or result from the Amendment becoming effective in accordance with its terms.

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 Second 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 the 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) 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 Second 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 Second 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.

(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.

(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 Gross
	Name:	Beverly Gross
	Title:	President


ADMINISTRATIVE AGENT, COLLATERAL AGENT AND REQUIRED LENDER: WHITE OAK STRATEGIC MASTER FUND, LP
By:	WHITE OAK GLOBAL ADVISORS, LLC, its
	Investment Advisor


By:	/s/ Barbara J. S. McKee
	Name:	Barbara J. S. McKee
	Title:	Managing Member

Second Amendment

SCHEDULE 1.01(E)

APPLICABLE INTEREST RATE

IMPERIAL LIFE FINANCING II, LLC
Applicable Interest Rate Listing by
Tranche/Insurance Premium Loan Number


Tranche/Insurance
Premium Loan
Number	Applicable Rate
2008-1123		18.05900
2008-1161		18.83000
2009-147		17.91900
2009-159		19.26600
2009-167		18.41300
2009-190		18.56300
2009-192		19.24800
2009-111		18.67500
2009-139		18.42200
2009-141		18.42200
2009-143		17.55900
2009-150		18.83000
2009-162		18.78400
2009-173		18.56300
2009-176		18.59900
2009-177		18.83000
2009-181		18.87800
2009-183		18.54000
2009-184		18.71400
2009-201		18.57400
2009-127		18.15000
2009-148		18.46900
2009-161		17.79900
2009-164		17.97100
2009-174		13.30000
2009-186		18.85400
2009-214		18.57600
2009-218		19.10700
2009-229		18.73700
2009-231		18.87700
2009-124		17.90900
2009-153		18.13400
2009-187		18.97300
2009-205		19.00700
2009-206		18.99900
2009-216		19.02900
2009-219		18.95400
2009-225		19.06500
2009-233		19.00700
2009-240		19.07700

Second Amendment


IMPERIAL LIFE FINANCING II, LLC
Applicable Interest Rate Listing by
Tranche/Insurance Premium Loan Number
Tranche/Insurance
Premium Loan
Number	Applicable Rate
2009-242		17.75400
2008-1158		18.40800
2009-144		18.54200
2009-198		18.79500
2009-209		18.36500
2009-210		18.36500
2009-211		18.36500
2009-217		18.82600
2009-222		17.56800
2009-246		18.81800
2009-247		18.87800
2009-248		18.77300
2009-250		18.55100
2009-261		18.92000
2009-262		18.50700
2009-268		18.43600
2009-282		48.39200

Second Amendment