EXHIBIT 10(aay)
INTERCONTINENTAL LIFE CORPORATION
AMENDMENT AGREEMENT
This Amendment Agreement (the "Agreement") is entered into
as of December 15, 1995 by and among InterContinental Life
Corporation (the "Company"), the undersigned lenders (the
"Lenders") and The First National Bank of Chicago, as agent for
the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Company, the Lenders and the Agent are parties
to that certain Amended and Restated Credit Agreement dated as of
January 29, 1993 (as amended, the "Credit Agreement");
WHEREAS, the Company, the Lenders and the Agent desire to
amend the Credit Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Credit Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is hereby
amended as follows:
(A) Section 6.16(b)(v) of the Credit Agreement is hereby
amended by deleting the reference to "$18,000,000"
contained in Section 6.16(b)(v) and inserting
"$24,000,000" in lieu thereof.
(B) Section 6.19 of the Credit Agreement is hereby amended
to insert the following sentence to the end of Section
6.19:
"Notwithstanding the foregoing, amounts which are
permitted by Section 6.16(b)(v) hereof to be expended
by Investors - North America in connection with the
Bridgepoint Property (as defined in Section 6.16(b)(v)
hereof) shall be excluded when testing compliance with
this Section 6.19."
3. Conditions Precedent. Section 2 of this Agreement shall not
become effective unless and until the Company has furnished, or
caused to be furnished, to the Agent, with sufficient copies for
each Lender, the following:
(i) A consent from FIC, in the form of Exhibit A to
this Amendment.
(ii) Copies, certified by the Secretary or Assistant
Secretary of the Company, of its Board of Directors
resolutions authorizing the execution of this Agreement.
(iii) An incumbency certificate, executed by the
Secretary or Assistant Secretary of the Company, which shall
identify by name and title and bear the signature of the
officers of the Company authorized to sign this Agreement,
upon which certificate each Lender shall be entitled to rely
until informed of any change in writing by the Company.
4. Representation and Warranty. The Company hereby represents
and warrants to the Lenders that after giving effect to the
amendment herein contained (i) all of the representations and
warranties contained in the Credit Agreement are true and correct
as of the date hereof, (ii) no Default or Unmatured Default
exists or is continuing and (iii) the Company has performed all
the agreements on its part to be performed prior to the date
hereof as set forth in the Credit Agreement.
5. Effectiveness of Amendment. This Agreement shall become
effective as of the date first above written provided that all of
the conditions precedent set forth in Section 3 of this Agreement
are satisfied and upon receipt by the Agent of counterparts of
this Agreement duly executed by the Company and the Required
Lenders.
6. Reference to and Effect on the Credit Agreement.
a. Upon the effectiveness of Section 2 hereof, on or
after the date hereof each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or
words of like import and each reference to the Credit
Agreement in the Notes and all other documents (the "Loan
Documents") delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.
b. Except as specifically amended above, all of the
terms, conditions and covenants of the Credit Agreement and
all other Loan Documents shall remain unaltered and in full
force and effect and shall continue to be binding upon the
Company in all respects and are hereby ratified and
confirmed.
c. The execution, delivery and effectiveness of this
Agreement shall not, except as expressly provided herein,
operate as a waiver of (i) any right, power or remedy of the
Lenders or the Agent under the Credit Agreement or any of
the Loan Documents, or (ii) any Default or Unmatured Default
under the Credit Agreement.
7. Costs, Expenses and Taxes. The Company agrees to pay on demand
all costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Agreement, including
the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto.
8. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.
9. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the Company, the undersigned Lenders and
the Agent have executed this Agreement as of the date first above
written.
INTERCONTINENTAL LIFE CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Title: President
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BARCLAYS BANK, PLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK OF CONNECTICUT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
CORESTATES PHILADELPHIA NATIONAL BANK N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
EXHIBIT A
CONSENT OF GUARANTOR
Financial Industries Corporation, as guarantor under the
Amended and Restated Guaranty dated January 29, 1993 (the
"Guaranty") in favor of the Lenders party to the Amended and
Restated Credit Agreement dated as of January 29, 1993 (as
amended, the "Credit Agreement") hereby consents to the Amendment
Agreement dated as of December 15, 1995 and hereby confirms and
agrees that the Guaranty is, and shall continue to be, in full
force and effect and is hereby confirmed and ratified in all
respects.
This Consent is executed and delivered as of December 15, 1995.
FINANCIAL INDUSTRIES CORPORATION
By:
Title: