AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 30, 1998, between XXXXXXX
LIFE, INC., a corporation duly organized and validly existing under the laws of
the State of Missouri (together with its successors and assigns, the "Company");
each of the banks that is a signatory hereto (individually, a "Bank" and,
collectively, the "Banks"); and THE CHASE MANHATTAN BANK, as administrative
agent for the Banks (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Company, the Banks and the Administrative Agent are party
to an Amended and Restated Credit Agreement dated as of July 6, 1995, amended
and restated as of December 27, 1996 (the "Restatement Date"), as amended by
Amendment No. 1 dated as of February 26, 1997 and as further amended by
Amendment No. 2 dated as of April 6, 1998 (the "Credit Agreement"). The parties
hereto desire to amend the Credit Agreement in certain respects, and accordingly
the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Credit Agreement.
Section 2. Amendments. Subject to Section 4 hereof, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
2.01. Section 3.03(b)(i) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(i) Dispositions. Without limiting the obligations of the Company
to obtain the consent of the Majority Banks for any Disposition not
otherwise permitted under this Agreement, as promptly as practicable
after the end of each fiscal year but in no event later than March 15
of the subsequent fiscal year, the amount of the Commitments shall be
reduced by, and/or the Company shall prepay the Loans in, an amount
equal to the aggregate amount of any Disposition Proceeds (other than
Disposition Proceeds arising from (u) Dispositions by GSSW Limited
Partnership, (v) Dispositions of ownership interests in GSSW Limited
Partnership, (w) Dispositions of capital stock of Loyalty Life
Insurance Company, (x) Dispositions of partnership interests (or of
their underlying properties) previously held by GSSW Limited
Partnership and transferred to the Company in connection with the
redemption of its ownership interests in GSSW Limited Partnership, (y)
Dispositions related to the OSL/IGL Transactions and (z) Dispositions
of capital stock of IGL) received by the Company or any of its
Subsidiaries during such fiscal year in excess of $3,000,000 (rounded
upward to the nearest $1000)."
2.02. Section 8.05 of the Credit Agreement is amended by
deleting "and" at the end of clause (f) thereof, substituting "; and" for the
period at the end of clause (g) thereof and inserting new clause (h) immediately
after clause (g) thereof, to read as follows:
"(h) the Company and its Subsidiaries may Dispose of the
capital stock of IGL."
2.03. The last sentence of Section 8.19 of the Credit
Agreement is amended to read in its entirety as follows:
"Notwithstanding the foregoing provisions of this Section 8.19, the
Company and its Subsidiaries may Dispose of (w) ownership interests in
GSSW Limited Partnership, (x) capital stock of Loyalty Life Insurance
Company, (y) capital stock of VLIC and (z) capital stock of IGL."
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Banks and the Administrative Agent that the
representations and warranties set forth in Section 7 of the Credit Agreement
are true and complete on the date hereof as if made on and as of the date hereof
and as if each reference in such representations and warranties to the Credit
Agreement included reference to this Amendment No. 3.
Section 4. Conditions Precedent. As provided in Section 2
above, the amendments to the Credit Agreement set forth in said Section 2 shall
become effective as of the date hereof, subject to the conditions precedent that
(i) counterparts of this Amendment No. 3, shall have been duly executed and
delivered by the Company, the Majority Banks and the Administrative Agent, and
(ii) FHC shall have executed and delivered its consent hereto as provided on the
signature pages hereof.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 3 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 3 by signing any such
counterpart and sending the same by telecopier, mail, messenger or courier
to the Administrative Agent or counsel to the Administrative Agent. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed as of the day and year first above written.
XXXXXXX LIFE, INC.
By_______________________________________
Title:
THE BANKS
THE BANK OF NEW YORK
By_______________________________________
Title:
BANK ONE, TEXAS, N.A.
By_______________________________________
Title:
THE CHASE MANHATTAN BANK
By_______________________________________
Title:
COMMERCE BANK, N.A.
By_______________________________________
Title:
U.S. BANK NATIONAL ASSOCIATION
By_______________________________________
Title:
FIRST UNION NATIONAL BANK
By_______________________________________
Title:
FLEET NATIONAL BANK
By_______________________________________
Title:
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By_______________________________________
Title:
CONSENT
By its signature below, FHC consents to the forgoing Amendment No. 3.
FINANCIAL HOLDING CORPORATION
By_______________________________________
Title:
