EXHIBIT 10.14
AMENDMENT dated as of october 23, 1998 (this ""Amendment''),
to the Credit Agreement dated as of June 24, 1997, as amended by
the Release and Amendment dated as of December 15, 1997 and the
Amendment dated as of April 20, 1998 (the ""Credit Agreement''),
among ARM FINANCIAL GROUP, INC., a Delaware corporation (the
"Borrower"), the financial institutions from time to time party
thereto (the ""Lenders'') and THE CHASE MANHATTAN BANK, a New
York banking corporation, as agent for the Lenders (in such
capacity, the ""Agent'').
WHEREAS the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement as set forth herein;
WHEREAS the Lenders are willing, on the terms, subject to the
conditions and to the extent set forth below, to provide such amendments; and
WHEREAS capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto
hereby agree, on the terms and subject to the conditions set forth herein, as
follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT
(a) Section 6.04(e) of the Credit Agreement is amended in its entirety to
read as follows:
""(e) investments consisting of loans to ARM Capital Advisors
Holdings, LLC in connection with the purchase of ARM Capital Advisors LLC and
the provision of working capital loans to ARM Capital Advisors, LLG in an
aggregate amount for all such loans not in excess of $6,000,000 at any time
outstanding.''
(b) Section 6.04(f) of the Credit Agreement is amended in its
entirety to read as follows:
"(f) investments in (including cash capital contributions to) the
Designated Subsidiaries in an amount not greater in the aggregate for both
such Subsidiaries than $16,500,000 plus any amounts contributed in
satisfaction of amounts that are due from but have not been paid by
Integrity under the Total Return Swap:"
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to each Lender, on and as
of the date hereof, and after giving effect to this Amendment, that:
(a) the representations and warranties set forth in Article III
of the Credit Agreement are true and correct in all material respects on
and as of the date hereof, except to the extent such representations and
warranties relate to an earlier date; and
(b) no Event of Default or Default has occurred and is continuing.
SECTION 4. EFFECTIVENESS. The amendments to the Credit Agreement
set forth in Section 1 shall become effective only upon receipt by the Agent
of duly executed counterparts hereof which, when taken together, bear the
authorized signatures of the Borrower and the Required Lenders.
SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. EXPENSES. The Borrower agrees to pay all expenses
incurred by the Agent in connection with the preparation, execution and
delivery of this Amendment, including the fees, charges and disbursements of
counsel.
SECTION 7. HEADINGS. Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
SECTION 8. EFFECT OF THIS AMENDMENT GENERALLY. Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the
rights and remedies of the Lenders under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or
any other loan
Document in similar or different circumstances. This Amendment shall apply
and be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.
ARM FINANCIAL GROUP, INC.,
by /s/ Peter S. Resnik
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Name: Peter S. Rsenik
Title: Treasurer
by /s/ John R. Lindholm
----------------------------
Name: John R. Lindholm
Title: President, Retail Bus. Div
THE CHASE MANHATTAN BANK,
individually, as Administrative
Agent,
by /s/ Peter Plattin
----------------------------
Name: Peter Plattin
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY.
by /s/ J. Beckwith
----------------------------
Name: J. Beckwith
Title: Vice President
DEUTSCHE BANK, AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES,
by /s/ John S. McGill
----------------------------
Name: John S. McGill
Title: Vice President
by /s/ Gayma Z. Shivnarain
----------------------------
Name: Gayma Z. Shivnarain
Title: Vice President
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH,
by
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Name:
Title:
by
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Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ Frederick T. Crawford
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Name: Frederick T. Crawford
Title: First Vice President
FIRST UNION NATIONAL BANK,
by /s/ Thomas L. Stitchberry
----------------------------
Name: Thomas L. Stitchberry
Title: SVP
PNC BANK, N.A.
by
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Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,
by
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Name:
Title: