On February 8, 2013, National Financial Partners Corp. (the "Company") entered into a new $325.0 million credit facility governed by the Credit Agreement, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Credit Agreement"). Capitalized terms used and not defined in this Item 1.01 have the meanings set forth in the Credit Agreement.

The Credit Agreement is structured as a $325.0 million five-year revolving credit facility that includes a $50.0 million sub-limit for standby letters of credit and a $15.0 million sub-limit for the issuance of swingline loans. The Company may request an increase in the principal amount of the credit facility by an aggregate amount not to exceed $125.0 million.

Under the terms of the Credit Agreement, the Company's leverage ratio will be calculated as follows: as at the last day of any period, the ratio of
(a) Consolidated Total Debt to (b) EBITDA (as defined in the Credit Agreement) for such period.

Loans will bear interest at either LIBOR or the base rate, at the Company's election, plus an applicable margin, based on the Company's leverage ratio, as set forth below:

      Leverage Ratio          Applicable Margin for LIBOR     Applicable Margin for
                                         Loans                      Base Rate
                                                                      Loans
Greater than or equal to                 3.00%                        2.00%
2.5 to 1.0
Less than 2.5 to 1.0 but                 2.75%                        1.75%
greater than or equal to
2.0 to 1.0
Less than 2.0 to 1.0 but                 2.50%                        1.5%
greater than or equal to
1.5 to 1.0
Less than 1.5 to 1.0 but                 2.25%                        1.25%
greater than or equal to
1.0 to 1.0
Less than 1.0 to 1.0                     2.00%                        1.00%

The Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws and (iv) notification of certain events. Financial covenants will also require the Company to maintain
(i) a leverage ratio of no greater than 3.0:1.0 and (ii) a fixed charge coverage ratio of no less than 1.5 to 1.0.

The Credit Agreement contains various customary restrictive covenants, subject to certain exceptions, that prohibit the Company from, among other things, incurring additional indebtedness or guarantees, creating liens or other encumbrances on property or granting negative pledges, entering into merger or similar transactions, selling or transferring certain property, making certain restricted payments, making advances or loans, entering into transactions with affiliates and making certain payments on the Company's 4.0% convertible senior notes due 2017 (the "2010 Notes").

The failure to comply with the foregoing covenants will constitute an event of default (subject, in the case of certain covenants, to applicable notice and/or cure periods) under the Credit Agreement. Other events of default under the Credit Agreement include, among other things, (i) the failure to timely pay principal, interest, fees or other amounts due and owing, (ii) a cross-default with respect to certain other indebtedness, (iii) the occurrence of certain bankruptcy or insolvency events, (iv) the occurrence of a change of control, or other event constituting a "fundamental change" under the indenture governing the 2010 Notes and (v) the loss of lien perfection or priority. The occurrence and continuance of an event of default could result in, among other things, the acceleration of all amounts owing under the Credit Agreement and the termination of the lenders' commitments to make loans under the Credit Agreement.

The Company's obligations under the Credit Agreement are guaranteed by certain of the Company's existing and future direct and indirect domestic subsidiaries, subject to certain limitations. In addition, the Company's obligations under the Credit Agreement, subject to certain exceptions, are secured on a first-priority basis by (i) pledges of all the capital stock of certain of the Company's existing and future domestic subsidiaries

The administrative agent for the Credit Agreement, the lenders thereunder and certain affiliates provide, and may in the future provide, certain commercial banking, financial advisory, trustee and investment banking services to the Company and its affiliates, for which they receive customary fees.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Concurrently with the Company's entry into the new credit facility described in Item 1.01 above, the Company terminated its previous $225.0 million credit facility. Bank of America, N.A. was the administrative agent under the previous credit facility. On February 8, 2013, the Company paid all amounts outstanding under the previous facility using cash drawn from the new facility. No termination penalties were incurred by the Company in connection with the termination of the previous facility.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.