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Exhibit 10.57
EIGHTH AMENDMENT TO CREDIT AGREEMENT
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
June 23, 2000, 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 agree to amend the
Credit Agreement as herein provided; and
WHEREAS, the Banks have agreed to the amendments to the Credit
Agreement as herein provided subject to the terms and conditions set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 7.11 of the Credit Agreement is hereby amended by
deleting the section in its entirety and replacing it with the following:
"7.11 Interest Coverage Ratio. The Borrower will not permit
the Interest Coverage Ratio for any Test Period through June 30, 2001
to be less than 2.25:1.00; thereafter, the Borrower will not permit
the Interest Coverage Ratio for any Test Period to be less than
2.5:1.00.
2. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants 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 Eighth Amendment Effective Date (as
defined below) after giving effect to this Amendment (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 Eighth
Amendment Effective Date, after giving effect to this Amendment.
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3. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any provision of the Credit Agreement
or any other Credit Document except as expressly set forth herein.
4. This Amendment 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 instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS AMENDMENT 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 Amendment shall become effective as on the date (the
"Eighth Amendment Effective Date") when each of the Borrower 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 Eighth Amendment 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 Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
AMERUS LIFE HOLDINGS, INC.
By /s/ Michael G. Fraizer
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Name: Michael G. Fraizer
Title: Executive Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By /s/ Helen L. Newcomb
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Name: Helen L. Newcomb
Title: Vice President
BANK ONE, INDIANA, NA, Individually and
as a Co-Arranger
By /s/ Cynthia W. Priest
--------------------------------
Name: Cynthia W. Priest
Title: First Vice President
ABN AMRO BANK N.V., Individually and as a
Co-Arranger
By /s/ Bruce D. Ballentine
--------------------------------
Name: Bruce D. Ballentine
Title: Group Vice President
By /s/ Neil R. Stein
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Name: Neil R. Stein
Title: Assistant Vice President
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BANK OF MONTREAL
By /s/ Bruce A. Pietka
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Name: Bruce A. Pietka
Title: Director
BANQUE NATIONALE DE PARIS
By
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Name:
Title:
CIBC INC.
By
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Name:
Title:
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN
BRANCH
By /s/ Lloyd C. Stevens
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Name: Lloyd C. Stevens
Title: Vice President
By /s/ Jonathan Wallin
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Name: Jonathan Wallin
Title: Vice President
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FIRST UNION NATIONAL BANK
By /s/ Thomas L. Stitchberry
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Name: Thomas L. Stitchberry
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ David A. Bosselait
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Name: David A. Bosselait
Title: Director
MELLON BANK, N.A.
By /s/ Susan M. Whitewood
--------------------------------
Name: Susan M. Whitewood
Title: Vice President
BANK OF AMERICA, N.A.
By
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Name:
Title:
WELLS FARGO BANK IOWA, NATIONAL
ASSOCIATION
By /s/ Diane S. Ramsey
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Name: Diane S. Ramsey
Title: Vice President
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ROYAL BANK OF CANADA
By /s/ Alexander Birr
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Name: Alexander Birr
Title: Senior Manager
SUNTRUST BANK
By
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Name:
Title:
