EXHIBIT 10(aau)
FAMILY LIFE CORPORATION
AMENDMENT AGREEMENT
This Amendment Agreement (the "Agreement") is entered into
as of July 31, 1995 by and among Family Life Corporation (the
"Company"), the undersigned lenders (the "Lenders") and The First
National Bank of Chicago, as agent for the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Company, the Lenders and the Agent are parties
to that certain Credit Agreement dated as of June 12, 1991 (as
amended, the "Credit Agreement"); and
WHEREAS, the Company, the Lenders and the Agent desire to
amend the Credit Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms
in the Credit Agreement, as amended.
2. Amendment to Credit Agreement. Section 6.4.6 of the Credit
Agreement is hereby amended by deleting the table with the
headings "Period" and "Ratio" contained therein and inserting in
lieu thereof the following:
Period Ratio
Closing Date-12/31/91 1.000:1
1/1/92-12/31/92 1.025:1
1/1/93-12/31/93 1.100:1
1/1/94-12/31/94 1.150:1
1/1/95-03/31/95 1.200:1
4/1/95 and thereafter 1.050:1
3. Conditions Precedent. Section 2 of this Agreement shall not
become effective unless and until the Company has furnished, or
caused to be furnished, to the Agent, with sufficient copies for
each Lender, the following:
(i) A consent from FIC, in the form of Exhibit A to
this Amendment.
(ii) A consent from Holdings, in the form of Exhibit B
to this Amendment.
(iii) Copies, certified by the Secretary or Assistant
Secretary of the Company, of its Board of Directors
resolutions authorizing the execution of this Agreement.
(iv) An incumbency certificate, executed by the
Secretary or Assistant Secretary of the Company, which shall
identify by name and title and bear the signature of the
officers of the Company authorized to sign this Agreement,
upon which certificate each Lender shall be entitled to rely
until informed of any change in writing by the Company.
(v) Such other documents as Lender or its respective
counsel may have reasonably requested.
4. Representation and Warranty. The Company hereby represents and
warrants to the Lenders that after giving effect to the amendment
herein contained (i) all of the representations and warranties
contained in the Credit Agreement are true and correct as of the
date hereof, (ii) no Default or Unmatured Default exists or is
continuing and (iii) the Company has performed all the agreements
on its part to be performed prior to the date hereof as set forth
in the Credit Agreement.
5. Effectiveness of Amendment. The approval of each amendment by
each Lender pursuant to this Agreement is not conditioned upon
the approval of any other amendment or the grant of any other
waiver by such Lender. This Agreement shall become effective as
of April 1, 1995 provided that all of the conditions precedent
set forth in Section 3 of this Agreement are satisfied and upon
receipt by the Agent of counterparts of this Agreement duly
executed by the Company and the Required Lenders.
6. Reference to and Effect on the Credit Agreement.
a. Upon the effectiveness of Section 2 hereof, on or after
the date hereof each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like
import and each reference to the Credit Agreement in the Notes
and all other documents (the "Loan Documents") delivered in
connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.
b. Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and all other
Loan Documents shall remain unaltered and in full force and
effect and shall continue to be binding upon the Company in all
respects and are hereby ratified and confirmed.
c. The execution, delivery and effectiveness of this
Agreement shall not, except as expressly provided herein, operate
as a waiver of (i) any right, power or remedy of the Lenders or
the Agent under the Credit Agreement or any of the Loan
Documents, or (ii) any Default or Unmatured Default under the
Credit Agreement.
7. Costs Expenses and Taxes. The Company agrees to pay on demand
all costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Agreement, including
the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto.
8. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.
9. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the Company, the undersigned Lenders and
the Agent have executed this Agreement as of the date first above
written.
FAMILY LIFE CORPORATION
By: /s/ Roy F. Mitte
Title: President
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Paul T. Schultz
Title: Vice President
CORESTATES PHILADELPHIA NATIONAL BANK N.A.
By: /s/ Kathleen M. Petrelli
Title: Assistant Vice President
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By: /s/ Jay S. Bullock
Title: Vice President
EXHIBIT A
CONSENT OF GUARANTOR
Financial Industries Corporation, as (i) guarantor under the
Secured Guaranty dated as of June 12, 1991 (the "Guaranty") in
favor of the Lenders party to the Credit Agreement dated as of
June 12, 1991 (as amended, the "Credit Agreement") and (ii)
grantor under the Pledge Agreement dated as of June 12, 1991
between the undersigned and The First National Bank of Chicago,
as Agent for the Lenders under the Credit Agreement (the "Pledge
Agreement") hereby consents to the Amendment Agreement dated as
of July 31, 1995 and hereby confirms and agrees that the Guaranty
and Pledge Agreement are, and shall continue to be, in full force
and effect and are hereby confirmed and ratified in all respects.
This Consent is executed and delivered as of July 31, 1995.
FINANCIAL INDUSTRIES CORPORATION
By:
Title:
EXHIBIT B
CONSENT OF GUARANTOR
Family Life Insurance Investment Company, as (i) guarantor
under the Secured Guaranty dated as of June 12, 1991 (the
"Guaranty") in favor of the Lenders party to the Credit Agreement
dated as of June 12, 1991 (as amended, the "Credit Agreement")
and (ii) grantor under the Pledge Agreement dated as of June 12,
1991 between the undersigned and The First National Bank of
Chicago, as Agent for the Lenders under the Credit Agreement (the
"Pledge Agreement") hereby consents to the Amendment Agreement
dated as of July 31, 1995 and hereby confirms and agrees that the
Guaranty and Pledge Agreement are, and shall continue to be, in
full force and effect and are hereby confirmed and ratified in
all respects.
This Consent is executed and delivered as of July 31, 1995.
FAMILY LIFE INSURANCE INVESTMENT COMPANY
By:
Title: