Exhibit 10.15
AMENDMENT dated as of October 30, 1998 (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 and the Amendment dated
as of October 23, 1998 (the "Credit Agreement"), among ARM
FINANCIAL GROUP INC., a Deleware 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;
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long as no Default or Event has occurred and is continuing or would
occur after giving effect thereto, (i) the Borrower may declare and pay
dividends with respect to the Preferred Stock as provided in the
Certificate of Designation, (ii) the Borrower may declare and pay in
cash dividends on, and may make redemptions and repurchases of, any of
its capital stock other than the Preferred Stock so long as the amounts
paid in any fiscal year in connection with such dividends, redemptions
and repurchases do not exceed the greater of (A) one-third of the
Borrower's Net Income in respect of the immediately preceding fiscal
year and (B) $3,000,000, and (iii) the Borrower may redeem its
outstanding 9.50% Cumulative Perpetual Preferred Stock, $25.00 stated
value per share, on or about December 15, 1998, with proceeds of the
issuance and sale of its Preferred Stock; and (C) the Borrower may
directly or indirectly redeem, purchase, retire or otherwise acquire
for any value any shares of its Class A Common Stock in accordance with
the terms of the Stock Option plan.
SECTION 2. 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 or Default has occurred and is continuing.
SECTION 3. EFFECTIVENESS. The amendments to the Credit Agreement
set forth in Section 1 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 4. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 5. 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 6. 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 disbursements of
counsel.
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SECTION 7. HEADINGS. Section headings used herein are for
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 8. 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 the 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/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
by /s/ Xxxxxx X. Xxxxx
--------------------
Name: Xxxxxx X. Xxxxx
Title: CFO
THE CHASE MANHATTAN BANK,
individually, as Administrative
agent,
by /s/ Xxxxx X. Plattin
-------------------------------
Name: Xxxxx X. Plattin
Title: Vice President
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
by /s/ X. Xxxxxxxx
---------------
Name: X. XXXXXXXX
Title: Vice President
4
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND BRANCHES,
by /s/ Xxxx X. XxXxxx
------------------
Name: Xxxx X. XxXxxx
Title: Vice President
by /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH,
by /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
by /s/ Xxxxx X. Xxxxxxx
--------------------
Name: XXXXX X. XXXXXXX
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO,
by /s/ [Illegible]
------------------------------
Name: [Illegible]
Title: Corporate Banking
Officer
FIRST UNION NATIONAL BANK,
by /s/ X. X. Xxxxxxxxxxx
----------------------
Name: X. X. Xxxxxxxxxxx
Title: SVP
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PNC BANK, N.A.
by /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,
by
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Name:
Title:
