AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 6, 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 17, 1996, as amended February 26, 1997 (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. The definition of "Investments" in Section 1.01 is amended by
amending clause (b) thereof to provide as follows:
"(b) any deposit with, or advance, loan or other extension of
credit to, such Person or Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability (other than a contingent obligation
or liability of the type permitted in clause (iv) of the proviso to Section 8.18
of this Agreement, except to the extent payments thereon are made) of such
Person and (without duplication) any amount committed to be advance, lent or
extended to such Person;"
2.02. Section 8.18 of the Credit Agreement shall be amended by:
(i) amending clause (a) thereof to provide as follows:
"(a) make any Investment in any Affiliate of the Company or
any of its Subsidiaries, other than an Investment in any Person that became an
Affiliate as a result of an Investment permitted by clauses (c) or (k) of
Section 8.08, provided such Investment is otherwise permitted by this
Agreement;"
and (ii) deleting the word "and" appearing before clause (iii) and the period at
the end of clause (iii) in the proviso to such section, and (iii) adding the
following after clause (iii) of such section:
"and (iv) the Company and any of its Subsidiaries may enter
into agreements to indemnify lenders and other creditors of an Affiliate against
any liability, loss or cost suffered by such lender or other creditor by reason
of the failure of the Affiliate to comply with its representations, warranties
and covenants under any agreement, other than any liability, loss or cost
resulting from the failure of such Affiliate to repay Indebtedness."
2.03. Schedule 3 and Schedule 7 to the Credit Agreement are hereby
deleted in their entirety and replaced by Exhibit A and Exhibit B, respectively
attached hereto.
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. 2.
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
counterparts of this Amendment No.2, shall have been duly executed and delivered
by the Company, the Majority Banks and the Administrative Agent and 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. 2 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. 2 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. 2 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. 2 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:
FIRST BANK NATIONAL ASSOCIATION
By:
Title:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
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 foregoing Amendment No. 2
FINANCIAL HOLDING CORPORATION
By__________________________________
Title: