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EXHIBIT 10.74
SECOND AMENDMENT TO ALHI CREDIT AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of June 22, 1998, among
AMERUS LIFE HOLDINGS, INC., an Iowa corporation (the "Borrower"), the various
Banks from time to time party to the Credit Agreement referred to below, BANK
ONE, INDIANA, NA and ABN AMRO BANK, N.V., as Co-Arrangers, and THE CHASE
MANHATTAN BANK, as Administrative Agent. All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings provided such
terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Co-Arrangers and the Administrative
Agent are parties to a Credit Agreement, dated as of October 23, 1997 (as
amended, modified or supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Borrower desires to issue a certain amount of unsecured,
fixed-rate subordinated debt securities to a business trust, which will
concurrently issue preferred equity securities to the public;
WHEREAS, the Borrower desires that such transactions and future similar
transactions be permitted as Trust Preferred Offerings pursuant to Section
7.04(o) of the Credit Agreement;
WHEREAS, subject to the terms and conditions set forth herein, the Banks
desire to permit the Borrower to consummate such transactions as Trust
Preferred Offerings; and
WHEREAS, subject to the terms and conditions set forth below, the parties
hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 9 of the Credit Agreement is hereby amended by (i) deleting
therefrom the definitions of "Trust Preferred Offering" and "Trust Preferred
Related Debt Securities" and (ii) inserting therein in the appropriate
alphabetical order the following new definitions:
"1998 Offering" shall mean, collectively, a transaction involving the sale
of Trust Preferred Related Debt Securities of the Borrower to a Delaware
statutory business trust which constitutes a Subsidiary of the Borrower and
the concurrent sale by such Subsidiary of preferred equity securities, which
transaction shall be consummated substantially on terms and conditions
reflected in the June 8, 1998 filing with the SEC of the Prospectus
Supplement to Prospectus in connection with the AmerUs Life Holdings, Inc.
and AmerUs Capital II Adjustable Convertible-Rate Equity Security Units.
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"Trust Preferred Offering" shall mean (i) the Initial Offering, (ii) the
1998 Offering and (iii) any subsequent issuance of Trust Preferred Related
Debt Securities by the Borrower to a business trust, together with the
concurrent issuance by such trust of preferred equity securities, so long as
such Trust Preferred Related Debt Securities and preferred equity securities
contain the following terms: (x) a term of not less than five (5) years, (y)
the ability to defer principal and interest for a period no longer than the
term of such Trust Preferred Related Debt Securities and (z) the relative
rights and priorities of the holders of Trust Preferred Related Debt
Securities shall be no greater than those provided for in the Initial
Offering or the 1998 Offering."
"Trust Preferred Related Debt Securities" shall mean unsecured,
fixed-rate subordinated debt issued or to be issued by the Borrower in
connection with any Trust Preferred Offering, provided that such Indebtedness
issued after the Effective Date, and the agreements and other documents
entered into by the Borrower and/or any of its Subsidiaries in connection
therewith shall contain terms and conditions (including, without limitation,
with respect to the obligor and guarantors, if any, in respect of such
Indebtedness, amortization schedules, interest rates (including pay-in-kind
provisions) (subject to normal fluctuations and changes in methods of
interest calculations), covenants, defaults, remedies and subordination
provisions) not materially less favorable to the Borrower or the Banks than
the terms and conditions of the Trust Preferred Related Debt Securities
issued in connection with the Initial Offering or the 1998 Offering.
2. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that (i) all representations and warranties
contained in Section 5 of the Credit Agreement are true and correct in all
material respects on and as of the Amendment Effective Date (as defined below),
both before and after giving effect to this Amendment (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date) and (ii) there exists no Default or Event of Default on the
Amendment Effective Date, both before and after giving effect to this
Amendment.
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 Credit 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.
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6. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office.
7. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have 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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Name: Michael G. Fraizer
Title: Senior Vice President &
Controller/Treasurer
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By
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Name:
Title:
BANK ONE, INDIANA, NA, Individually and
as a Co-Arranger
By
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Name:
Title:
ABN AMRO BANK N.V., Individually and as a
Co-Arranger
By
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Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this
Consent to be duly executed and delivered as of the date first above written.
AMERUS LIFE HOLDINGS, INC.
By
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Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By /s/ Peter Platten
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Name: Peter Platten
Title: Vice President
BANK ONE, INDIANA, NA, Individually and
as a Co-Arranger
By
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Name:
Title:
ABN AMRO BANK N.V., Individually and as a
Co-Arranger
By
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Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this
Consent to be duly executed and delivered as of the date first above written.
AMERUS LIFE HOLDINGS, INC.
By
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Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By
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Name:
Title:
BANK ONE, INDIANA, NA, Individually and
as a Co-Arranger
By /s/ Kent W. Abernathy
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Name: Kent W. Abernathy
Title: Vice President
ABN AMRO BANK N.V., Individually and as a
Co-Arranger
By
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Name:
Title:
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BANK OF MONTREAL
By Richard W. Camm
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Name: Richard W. Camm
Title: Managing Director
BANK OF TOKYO MITSUBISHI TRUST
COMPANY
By
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Name:
Title:
BANQUE NATIONALE DE PARIS
By
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Name:
Title:
CIBC INC.
By
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Name:
Title:
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BANK OF MONTREAL
By
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Name:
Title:
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By /S/ J. Beckwith
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Name: J. BECKWITH
Title: Vice President
BANQUE NATIONALE DE PARIS
By
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Name:
Title:
CIBC INC.
By
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Name:
Title:
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BANK OF MONTREAL
By
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Name:
Title:
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By
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Name:
Title:
BANQUE NATIONALE DE PARIS
By /s/ Arnaud Collin du Bocage
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Name: Arnaud Collin du Bocage
Title: E.V.P. and General Manager
CIBC INC.
By
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Name:
Title:
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BANK OF MONTREAL
By
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Name:
Title:
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By
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Name:
Title:
BANQUE NATIONALE DE PARIS
By
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Name:
Title:
CIBC INC.
By /s/ Gerald Girardi
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Name: GERALD GIRARDI
Title: EXECUTIVE DIRECTOR
CIBC Oppenheimer Corp., AS AGENT
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DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By /s/ Robert P. Donohue
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Name: ROBERT P. DONOHUE
Title: VICE PRESIDENT
By /S/ Lloyd C. Stevens
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Name: LLOYD C. STEVENS
Title: VICE PRESIDENT
FIRST UNION NATIONAL BANK
By
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Name:
Title:
FLEET NATIONAL BANK
By
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Name:
Title:
MELLON BANK, N.A.
By
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Name:
Title:
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DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By
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Name:
Title:
By
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Name:
Title:
FIRST UNION NATIONAL BANK
By
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Name:
Title:
FLEET NATIONAL BANK
By /s/ David A. Bosselait
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Name: David A. Bosselait
Title: Vice President
MELLON BANK, N.A.
By
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Name:
Title:
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DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By
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Name:
Title:
By
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Name:
Title:
FIRST UNION NATIONAL BANK
By
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Name:
Title:
FLEET NATIONAL BANK
By
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Name:
Title:
MELLON BANK, N.A.
By /S/ Susan M. Whitewood
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Name: SUSAN M. WHITEWOOD
Title: VICE PRESIDENT
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NATIONSBANK OF TEXAS, N.A.
By /s/ D. Keith Thompson
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Name: D. KEITH THOMPSON
Title: VICE PRESIDENT
NORWEST BANK IOWA, NATIONAL ASSOCIATION
By
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Name:
Title:
ROYAL BANK OF CANADA
By
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Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION
By
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Name:
Title:
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NATIONSBANK OF TEXAS, N.A.
By
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Name:
Title:
NORWEST BANK IOWA, NATIONAL ASSOCIATION
By /s/ Diane S. Ramsey
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Name: Diane S. Ramsey
Title: Vice President
ROYAL BANK OF CANADA
By
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Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By
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Name:
Title:
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NATIONSBANK OF TEXAS, N.A.
By
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Name:
Title:
NORWEST BANK IOWA, NATIONAL ASSOCIATION
By
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Name:
Title:
ROYAL BANK OF CANADA
By /s/ Vivian Abdelmessith
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Name: Vivian Abdelmessith
Title: Senior Manager
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By
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Name:
Title:
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NATIONSBANK OF TEXAS, N.A.
By
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Name:
Title:
NORWEST BANK IOWA, NATIONAL ASSOCIATION
By
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Name:
Title:
ROYAL BANK OF CANADA
By
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Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By L. Scott Harrison
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Name: L. SCOTT HARRISON
Title: CORPORATE BANKING OFFICER