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EXHIBIT 10.41
EXECUTION COPY
AMENDMENT NO. 1 TO FACILITY AGREEMENT
This Amendment (this "Amendment") is entered into as of March 23, 1999
by and among AmerUs Life Holdings, Inc., an Iowa corporation (the "Company"),
The First National Bank of Chicago, individually and as agent ("Agent"), and the
other financial institutions signatory hereto.
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
facility and guaranty agreement dated as of February 12, 1999 ( the "Facility
Agreement"). Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them by the Facility Agreement.
B. The Company, the Agent and the undersigned Lenders wish to amend the
Facility Agreement and agree to certain other matters on the terms and
conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Interest Rate. The fixed rate of interest at which the
Notes shall accrue interest on and after the Conversion Date is 8.23256%. The
Current Payment Rate is 1.86746%.
2. 2.05(A) Information. The 2.05(A) Information is as set
forth below, and Schedule 2.05(A) is hereby amended in its entirety to read as
follows:
FIXED REFERENCE RATES
RATE FROM AND INCLUDING: TO BUT EXCLUDING
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1.86746% The Conversion Date December 5, 2003
128.4% December 5, 2003 March 5, 2004
3. Additional Loans. The Lenders shall make loans to Xxxxx
Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxx Xxxxxxxx as more fully
described in the Letters of Direction dated March 18, 1999, executed by each of
Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxx Xxxxxxxx, and that
such loans shall be deemed to be loans subject to the terms and conditions of
the Facility Agreement.
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4. Reference to and Effect Upon the Facility Agreement.
(a) Except as specifically amended, the Facility
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Facility Agreement or any Loan
Document, nor constitute a waiver of any provision of the Facility
Agreement or any Loan Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Facility Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of similar import shall mean and be a reference to the
Facility Agreement as amended hereby.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
7. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
(signature page to follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Senior Vice President and Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Vice President
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