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EXHIBIT 10.73
[CONFORMED COPY]
FIRST AMENDMENT TO ALHI CREDIT AGREEMENT
FIRST AMENDMENT (the "Amendment"), dated as of May 30, 1997, among AMERUS
LIFE HOLDINGS, INC., a corporation organized under the laws of the State of
Iowa (the "Borrower"), each of the financial institutions party hereto (each a
"Bank" and, collectively, the "Banks"), and THE CHASE MANHATTAN BANK, as
Administrative Agent for the Banks (in such capacity, the "Administrative
Agent"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to a Revolving Credit and Term Loan Agreement dated as of December 11, 1996 (as
amended and modified to the date hereof, the "Credit Agreement");
WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. The definition of "Fixed Charges" contained in Section 1.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"Fixed Charges" means the sum of (a) all dividends paid in
respect of preferred equity of the Borrower plus (b) all interest
and principal payments on Indebtedness for Money Borrowed of the
Borrower (other than prepayments of principal on the Loans
pursuant to this Agreement).
2. In order to induce the Banks to enter into this Amendment, the
Borrower represents and warrants that (x) no Default or Event of Default exists
on the Amendment Effective Date (as defined below) after giving effect to this
Amendment and (y) each of the representations and warranties contained in
Article IV of the Credit Agreement is true and correct in all material respects
on the Amendment Effective Date (after taking into account changes permitted by
the Loan Documents) after giving effect to this Amendment (it being understood
and agreed that any representation or warranty
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which by its terms is made as of a specified date shall be required to be true
and correct in all material respects only as of such date).
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Loan Document.
4. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
6. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Administrative Agent.
7. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the Loan Documents to the Credit Agreement shall
be deemed to be references to such Credit Agreement as amended hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
AMERUS LIFE HOLDINGS, INC.
By /s/ Michael G. Fraizer
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Title: Senior Vice President and
Controller / Treasurer
By /s/ Joseph K. Haggerty
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Title: Senior Vice President and
General Counsel
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THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent
By /s/ Peter Platten
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Title: Vice President
FLEET NATIONAL BANK
By /s/ David A. Bosselait
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Title: Vice President
DRESDNER BANK AG,
NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By /s/ Thomas J. Nadramia
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Title: Vice President
By /s/ John W. Sweeney
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Title: Vice President
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BANK OF TOKYO
MITSUBISHI TRUST
COMPANY
(NEW YORK)
By /s/ Ned Komar
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Title: Vice President
BANK OF MONTREAL
(CHICAGO)
By /s/ Robert C. Meyer
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Title: Director
BANK ONE,
INDIANAPOLIS, N.A.
By /s/ Peter S. Little
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Title: Vice President
MELLON BANK
(PITTSBURGH)
By /s/ Sally J. Schurko
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Title: Vice President
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BOATSMEN'S BANK IOWA
(DES MOINES)
By /s/ Jeff A. Sims
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Title: Vice President
NORWEST BANK IOWA,
NATIONAL
ASSOCIATION
By /s/ Diane S. Ramsey
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Title: Assistant Vice President