EXHIBIT 10.16
AMENDMENT dated as of January 6, 1999 (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, the
Amendment dated as of April 20, 1998, the Amendment dated as of
October 23, 1998 and the Amendment dated as of October 30, 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
Subparagraph (iii) of the definition of "Designated Activity" in section 1.01
of the Credit Agreement is amended in its entirety to read as follows:
"(iii) the acquisition and maintenance by such Person of fixed
income securities with an average credit quality of the higher of
(a) A or (b) the average credit quality required by the investment
guidelines set forth in the Investment Management Agreement
(or other similar document) executed as part of the issuance of
face-amount certificates by such Person:"
SECTION 2. AMENDMENT TO CREDIT AGREEMENT Section 6.01(m) of the
Credit Agreement is amended in its entirety to read as follows:
"(m) Indebtedness of the Designated Subsidiaries (evidenced by or
incurred pursuant to any agreements, instruments, commitments or
arrangements, irrespective of their individual or aggregate face
amount, in each case arising from or related to one or more
Designated Activities) in an aggregate outstanding principal
amount not to exceed at any time $1,150,000,000 plus accrued but
unpaid interest thereon."
SECTION 3. 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 has occurred and is continuing.
SECTION 4. EFFECTIVENESS. The amendments to the Credit Agreement
set forth in Sections 1 and 2 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 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. 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 7. 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 disbursement of
counsel.
SECTION 8. HEADINGS. Section headings used herein are for the
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 9. 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 this 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: /s/ Peter s. Resnik
Title: Treasurer
by /s/ Edward L. Zeman
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Name: Edward L. Zeman
Title: C F C
THE CHASE MANHATTAN BANK,
individually, and as
Administrative Agent,
by /s/ Peter F. Plattin
------------------------
Name: Peter F. Plattin
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
by
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Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND BRANCHES,
by
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Name:
Title:
by
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Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH,
by /s/ Rajiv Gupta
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Name: RAJIV GUPTA
Title: ASSOCIATE
by /s/ Anthony C. Valencourt
---------------------------
Name: ANTHONY C. VALENCOURT
Title: SENIOR VICE PRESIDENT
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ Peter L. Crawford
------------------------
Name: Peter L. Crawford
Title: First Vice President
FIRST UNION NATIONAL BANK,
by /s/ T. L. Stichberry
------------------------
Name: T. L. Stichberry
Title: S V P
PNC BANK, N.A.,
by
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Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,
by
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Name:
Title: