1
Exhibit 10.37
THIRD WAIVER TO CREDIT AGREEMENT
THIRD WAIVER TO CREDIT AGREEMENT (this "Waiver"), dated as of
November 16, 1998, 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 extend the
waiver described below and the Banks have agreed to such waiver to the extent
and on the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Banks hereby waive compliance with the provisions of
Section 7.13 of the Credit Agreement solely as such section relates to American
Investors Life Insurance Company for the period beginning July 1, 1998 and
ending November 11, 1998.
2. In order to induce the Banks to enter into this Waiver,
Holdings and the Borrower hereby represent and warrant 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 Third Waiver
Effective Date (as defined below), after giving effect to this Waiver (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 Third
Waiver Effective Date, after giving effect to this Waiver.
3. This Waiver is limited in scope and time as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document, or of any such provision
beyond the time specified herein. This waiver shall not extend to any Person
other than American Investors Life Insurance Company.
4. This Waiver 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
2
instrument. A complete set of counterparts shall be lodged with the Borrower and
the Administrative Agent.
5. THIS WAIVER 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 Waiver shall become effective on the date (the "Third
Waiver Effective Date") when each Credit Party 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 Third Waiver 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 Waiver.
* * *
2
3
IN WITNESS WHEREOF, the parties hereto have caused a
counterpart of this Waiver to be duly executed and delivered as of the date
first above written.
AMERUS LIFE HOLDINGS, INC.
By /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By /s/ Xxxxx Xxxxxxx
---------------------------------------------
Title: Vice President
BANK ONE, INDIANA, NA, Individually and
as a Co-Arranger
By /s/ Xxxxxx X. XxXxxxxx
---------------------------------------------
Title: Vice President
ABN AMRO BANK N.V., Individually and as a
Co-Arranger
By
---------------------------------------------
Name:
Title:
4
BANK OF MONTREAL
By /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Title: Director
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By
---------------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxxxxx X. Xxxxx
---------------------------------------------
Title: Senior Vice President
CIBC INC.
By
---------------------------------------------
Name:
Title:
0
XXXXXXXX XXXX XX, XXX XXXX
BRANCH AND GRAND CAYMAN
BRANCH
By /s/ Xxxxxxx Xxxxxxxxxx
---------------------------------------------
Title: Senior Vice President
By /s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------------------
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: Vice President
MELLON BANK, N.A.
By /s/ Xxx X. Daffinger
---------------------------------------------
Title: Senior Relationship Manager
6
NATIONSBANK OF TEXAS, N.A.
By /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Title: Assistant Vice President
NORWEST BANK IOWA, NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------------------
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Xxxxx Xxxxxxxx
---------------------------------------------
Title: Manager, Global Insurance Group
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Title: First Vice President
