FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 15, 2003 (this
"Amendment"), amends the Credit Agreement, dated as of December 16, 2002 (the "Credit Agreement"), among
DELPHI FINANCIAL GROUP, INC., a Delaware corporation (the "Borrower"), the various financial
institutions parties thereto (collectively, the "Lenders") and BANK OF AMERICA, N.A., as administrative agent
(the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are, unless otherwise
defined herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement, which provides for the Lenders to
extend certain credit facilities to the Borrower from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Effective as of the date hereof, the Credit Agreement shall be amended in
accordance with Sections 1.1 through 1.16 below.
1.1 Deleted Definitions. The definitions of "Borrower Pledge Agreement," "Collateral," "Collateral Agent,"
"Intercreditor Agreement," "Pledge Agreements," "SIG Holdings Pledge Agreement," and "SIG Notes Pledge
Agreement" in Section 1.01 of the Credit Agreement are hereby deleted.
1.2 Loan Documents. The definition of "Loan Documents" in Section 1.01 is hereby amended to state in its
entirety as follows:
"Loan Documents" shall mean this Agreement, each Note and the Fee Letter.
1.3 Maturity Date. The definition of "Maturity Date" in Section 1.01 of the Credit Agreement is hereby amended
by the deletion of the date "December 16, 2005" and the substitution of the date "December 16, 2006" therefor.
1.4 Related Documents. The definition of "Related Documents"