Eighth Amendment to Credit Agreement among AmerUs Life Holdings, Inc. and Various Banks (June 23, 2000)

Summary

This amendment updates the existing credit agreement between AmerUs Life Holdings, Inc. and a group of banks, including The Chase Manhattan Bank, Bank One, Indiana, NA, and ABN AMRO Bank, N.V. The main change is a revision to the required interest coverage ratio, setting new minimums for specific periods. The amendment confirms that all other terms of the original agreement remain unchanged and becomes effective once signed by the required parties. It is governed by New York law.

EX-10.57 3 ex10-57.txt EIGHT AMENDMENT TO CREDIT AGREEMENT DATED 6/23/00 1 Exhibit 10.57 EIGHTH AMENDMENT TO CREDIT AGREEMENT EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 23, 2000, 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 (the "Banks"), BANK ONE, INDIANA, NA and ABN AMRO BANK, N.V., as Co-Arrangers (the "Co-Arrangers") and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to 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 has requested that the Banks agree to amend the Credit Agreement as herein provided; and WHEREAS, the Banks have agreed to the amendments to the Credit Agreement as herein provided subject to the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: 1. Section 7.11 of the Credit Agreement is hereby amended by deleting the section in its entirety and replacing it with the following: "7.11 Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio for any Test Period through June 30, 2001 to be less than 2.25:1.00; thereafter, the Borrower will not permit the Interest Coverage Ratio for any Test Period to be less than 2.5:1.00. 2. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (x) 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 Eighth Amendment Effective Date (as defined below) 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 (y) there exists no Default or Event of Default on the Eighth Amendment Effective Date, after giving effect to this Amendment. 2 3. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any provision of the Credit Agreement or any other Credit Document except as expressly set forth herein. 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 as on the date (the "Eighth Amendment Effective Date") when each of 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 Eighth 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 after giving effect to this Amendment. * * * 2 3 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 ------------------------------- Name: Michael G. Fraizer Title: Executive Vice President and Chief Financial Officer THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By /s/ Helen L. Newcomb ------------------------------- Name: Helen L. Newcomb Title: Vice President BANK ONE, INDIANA, NA, Individually and as a Co-Arranger By /s/ Cynthia W. Priest -------------------------------- Name: Cynthia W. Priest Title: First Vice President ABN AMRO BANK N.V., Individually and as a Co-Arranger By /s/ Bruce D. Ballentine -------------------------------- Name: Bruce D. Ballentine Title: Group Vice President By /s/ Neil R. Stein -------------------------------- Name: Neil R. Stein Title: Assistant Vice President 4 BANK OF MONTREAL By /s/ Bruce A. Pietka ------------------------------- Name: Bruce A. Pietka Title: Director BANQUE NATIONALE DE PARIS By -------------------------------- Name: Title: CIBC INC. By -------------------------------- Name: Title: DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH By /s/ Lloyd C. Stevens -------------------------------- Name: Lloyd C. Stevens Title: Vice President By /s/ Jonathan Wallin -------------------------------- Name: Jonathan Wallin Title: Vice President 5 FIRST UNION NATIONAL BANK By /s/ Thomas L. Stitchberry -------------------------------- Name: Thomas L. Stitchberry Title: Senior Vice President FLEET NATIONAL BANK By /s/ David A. Bosselait -------------------------------- Name: David A. Bosselait Title: Director MELLON BANK, N.A. By /s/ Susan M. Whitewood -------------------------------- Name: Susan M. Whitewood Title: Vice President BANK OF AMERICA, N.A. By -------------------------------- Name: Title: WELLS FARGO BANK IOWA, NATIONAL ASSOCIATION By /s/ Diane S. Ramsey -------------------------------- Name: Diane S. Ramsey Title: Vice President 6 ROYAL BANK OF CANADA By /s/ Alexander Birr -------------------------------- Name: Alexander Birr Title: Senior Manager SUNTRUST BANK By -------------------------------- Name: Title: