exv10w1



 





Exhibit 10.1




AMERUS GROUP CO.




FIRST AMENDMENT




     FIRST AMENDMENT (this “Amendment”), dated as of October 30, 2006, among AMERUS GROUP
CO. (the “Borrower”), the lenders party to the Credit Agreement referred to below (the
“Banks”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement
(the “Administrative Agent”). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.



RECITALS




     WHEREAS, the Borrower, the Banks and the Administrative Agent are party to an Amended and
Restated Credit Agreement, dated as of June 16, 2006 (as amended, supplemented or otherwise
modified to, but not including, the date hereof, the “Credit Agreement”).



     WHEREAS, Aviva plc (“Aviva”) intends to acquire all of the outstanding capital stock
of the Borrower (the “Aviva Transaction”).



     WHEREAS, the Aviva Transaction constitutes a Change of Control under the Credit Agreement, and
if consummated would result in an Event of Default under Sections 8.03 (as a result of a violation
of Section 7.02) and 8.09 of the Credit Agreement.



     WHEREAS, the Borrower desires that the credit facility continue to be available following
completion of the Aviva Transaction and has therefore requested the Banks to waive the above
referenced Events of Default by agreeing to certain amendments to the Credit Agreement.



     WHEREAS, the Borrower desires to modify its obligations under the Credit Agreement requiring
the delivery of financial statements that comply with, and compliance with certain covenants
calculated in accordance with, GAAP, and in the alternative to require, respectively, compliance
with and calculations in accordance with, IFRS (the “Accounting Change”).



     WHEREAS, the Borrower desires to modify the audit requirements of Section 6.01(a)(i) with
respect to the annual financial statements to be delivered thereunder and in the alternative to
require delivery of an accountants report in an agreed form.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions, and covenants
herein contained, the parties hereto agree as follows:



Section 1. AMENDMENTS AND WAIVERS TO CREDIT AGREEMENT




 









 





     A. Amendments. Subject to Section 4 herein, in reliance on the representations and warranties
of the Borrower contained herein, the Credit Agreement is amended as follows:



          (i) Section 6.01(a)(i) of the Credit Agreement is hereby deleted and replaced by the following
clause in lieu thereof:





     “(a) Annual Financial Statements. (i) As soon as available and in any
event within 95 days after the close of each fiscal year of the Borrower, (x) the
unaudited consolidated balance sheet of the Borrower, in each case, as at the end of
such fiscal year, and the related unaudited consolidated statements of income, of
stockholders’ equity and of cash flows for such fiscal year, in each case prepared
in accordance with IFRS and setting forth comparative figures for the preceding
fiscal year beginning, in the case of the unaudited consolidated balance sheet, with
the fiscal year ending December 31, 2007, and in the case of the unaudited
consolidated statements of income, cash flows and stockholders’ equity with the
fiscal year ending December 31, 2008; (y) the unaudited consolidating balance sheet
of the Borrower as at the end of the fiscal year and the related unaudited
consolidating statement of income for such fiscal year, in each case prepared in
accordance with IFRS; and (z) with respect to the consolidated statements only, and
without prejudice to Section 6.01(e) herein, an Agreed-Upon Procedures Report issued
by independent certified public accountants of recognized national standing which
shall be delivered to the Administrative Agent and each Bank which has signed an
access letter, substantially in the form of Exhibit I attached hereto.”



          (ii) Section 6.01(b)(i) of the Credit Agreement is hereby deleted and replaced by the
following new clause in lieu thereof:





     “(b) Quarterly Financial Statements.  (i) As soon as available and in
any event within 50 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, (x) the unaudited
consolidated balance sheet of the Borrower as at the end of such fiscal quarter, and
the related unaudited consolidated statements of income, of stockholder’s equity and
of cash flows for such quarterly period, and for the elapsed portion of the fiscal
year ended with the last day of such quarterly period; and (y) the unaudited
consolidating balance sheet of the Borrower as at the end of such fiscal quarter and
the related unaudited consolidating statement of income for such quarterly period
and for the elapsed portion of the fiscal year ended with the last day of such
quarterly period; and in the case of such consolidated statements, beginning with
the quarterly accounting period ending March 31, 2008, setting forth comparative
figures for the related periods in the prior fiscal year, and all of which shall be
prepared in accordance with IFRS, and certified by the Chief Financial Officer or
other Authorized Officer of the Borrower, as the case may be, subject to changes
resulting from normal year-end audit adjustments.”



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          (iii) Section 6.01(c) is hereby amended by inserting the following at the end thereof:





“and which certificate shall certify that the financial statements delivered under
Section 6.01(a)(i)(x) are the same financial statements delivered to the independent
certified public accountants for purposes of preparing the Agreed-Upon Procedures
Report pursuant to Section 6.01(a)(i)(z) for the relevant fiscal year.”



          (iv) Section 6.01(e) of the Credit Agreement is hereby amended by (A) deleting the word “and”
appearing at the end of clause (x) thereof and inserting “;” in lieu thereof, (B) deleting the
period appearing at the end of clause (y) thereof and inserting “; and” in lieu thereof, and (C)
inserting the following new clause (z) at the end thereof:





“(z) any notice given to the Borrower or any of its subsidiaries by their
independent certified public accountants stating that (I) the Borrower’s financial
statements delivered pursuant to Section 6.01(a) hereof do not conform with IFRS, or
(II) the amounts in the Borrower’s reporting package submitted to Aviva or the
consolidated or consolidating financial statements of Aviva are qualified in any
manner pursuant to any audit of Aviva’s consolidated accounts.”



          (v) Section 6.01(f) of the Credit Agreement is hereby amended by (x) deleting the word “and”
appearing at the end of clause (H) thereof, (y) deleting the period appearing at the end of clause
(I) thereof and replacing it with “, and”, and (z) inserting the following new clause (J) at the
end thereof:





“(J) following the preparation thereof in accordance with GAAP, any and all GAAP
financial statements prepared by the Borrower and/or any of its Subsidiaries (if
any).”



          (vi) Section 6.01(h) of the Credit Agreement is hereby amended by inserting the following at
the end thereof:





“provided that, without prejudice to the Borrower’s obligations under Section
6.01(f) or any Credit Document, this Section shall not entitle the Administrative
Agent or any Bank to request financial information prepared in accordance with GAAP
from the Borrower.”



          (vii) Section 6.04 of the Credit Agreement is hereby amended by deleting the word “GAAP” and
inserting in lieu thereof the word “IFRS” in clause (i) thereof.




          (viii) Section 7.09 of the Credit Agreement is hereby amended by (x) deleting the word “and”
appearing at the end of clause (iv) thereof, (y) deleting the period appearing at the end of clause
(v) thereof, and inserting “; and” in lieu thereof, and (z) inserting the following new clause (vi)
at the end thereof:




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“(vi) the Borrower and its Material Subsidiaries may enter into any transaction with
Aviva, provided that such transactions do not individually or in the aggregate have
a material adverse effect on the Borrower’s ability to perform its obligations under
the Credit Documents.”



          (ix) Section 9 of the Credit Agreement is hereby amended by deleting the definition of “Change
of Control” set forth therein and inserting in lieu thereof the following new definition:





     ““Change of Control” shall mean the occurrence of any of the following events:
(i) Aviva shall cease to own, directly, or indirectly through Wholly-Owned
Subsidiaries, 100% of the issued and outstanding voting stock of the Borrower; (ii)
the Borrower shall cease to own, directly, or indirectly through Wholly-Owned
Subsidiaries, 100% of the issued and outstanding voting stock of AmerUs Life, AmerUs
Annuity and Indianapolis Life ordinarily entitled to vote for the election of
directors, or any other class of stock of AmerUs Life, AmerUs Annuity or
Indianapolis Life of which the Borrower owns 50% or less shall become entitled to
elect a majority of AmerUs Life’s, AmerUs Annuity’s or Indianapolis Life’s board of
directors; (iii) during any period of 25 consecutive calendar months, individuals
who at the beginning of such period constituted the Board of Directors of Aviva
(together with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders or members, as the case may be, of Aviva
was approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority
of such Board of Directors then in office; (iv) any Person or “group” (within the
meaning of Sections 13(d) and 14(d) under the Securities Exchange Act, as in effect
on September 30, 2001), shall have (A) acquired beneficial ownership of 30% or more
on a fully diluted basis of the voting interest in Aviva’s capital stock or (B)
obtained the power (whether or not exercised) to elect a majority of Aviva’s
directors or (v) the occurrence of any “change of control” or similar event under
the terms of any Trust Preferred Related Debt Securities or any Hybrid Securities
the aggregate principal amount of which, in any such case, exceeds $50,000,000.”



          (x) Section 9 of the Credit Agreement is hereby further amended by deleting the word “GAAP”
and inserting in lieu thereof the word “IFRS” in the definitions of “Capital Lease”, “Capitalized
Lease Obligations”, “Consolidated Indebtedness”, “Consolidated Net Income”, “Consolidated Net
Worth”, “Indebtedness”, and “Material Subsidiary” in each case as set forth therein.




          (xi) Section 9 of the Credit Agreement is hereby further amended by inserting therein in
appropriate alphabetical order the following new definitions:





     (a) ““Aviva” shall mean Aviva plc.”



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     (b) ““IFRS” shall mean International Financial Reporting Standards issued by
the International Accounting Standards Board (IASB); it being understood and agreed
that determinations in accordance with IFRS for purposes of Section 7, including
defined terms as used therein, are subject (to the extent provided therein) to
Section 11.07(a).”




     (c) ““Agreed-Upon Procedures Report” shall mean the letter substantially in the
form of Exhibit J attached hereto.”



          (xii) Section 11.07 of the Credit Agreement is hereby amended by deleting the word “GAAP” and
inserting in lieu thereof the word “IFRS”.




          (xiii) Section 11.19 of the Credit Agreement is hereby amended by deleting the word “GAAP” and
inserting in lieu thereof the word “IFRS” in clause (ii) thereof.




          (xiv) Exhibits A and B attached hereto are hereby inserted as new Exhibits I and J to the
Credit Agreement, respectively.




     B. Notice and Waiver. Subject to Section 4 herein and in reliance on the representations and
warranties of the Borrower contained herein:



     (i) this Amendment shall constitute notice under and in accordance with Section 11.07(a)(i) of
the Credit Agreement with respect to the Accounting Change;



     (ii) the Borrower, the Required Banks and the Administrative Agent hereby agree that the
amendments to the Credit Agreement contemplated by this Amendment satisfy in full the amendments to
the Credit Agreement contemplated by Section 11.07(a)(i) with respect to the Accounting Change; and



     (iii) in satisfaction of the Borrower’s obligations under Section 11.07(a)(ii) of the Credit
Agreement, but without prejudice to the obligation of the Borrower under Section 11.07 with respect
to any changes to IFRS following the date hereof, the Borrower shall provide the Administrative
Agent and the Banks, within 60 days of the consummation of the Aviva Transaction, with an opening
consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with (A)
IFRS, (B) GAAP, and (C) IFRS with all assets and liabilities marked to market, in each case as of
the date of the consummation of the Aviva Transaction; and a reconciliation work-sheet identifying
and explaining any differences between items (A) and (B) above.



     C. Waiver. Subject to Section 4 herein and in reliance on the representations and warranties
of the Borrower contained herein, the Required Banks hereby waive any Event of Default under
Sections 8.03 (as a result of a violation of Section 7.02) and 8.09 of the Credit Agreement
resulting from the Aviva Transaction.



Section 2. REPRESENTATIONS AND WARRANTIES




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     A. In order to induce the Banks to enter into this Amendment, the Borrower represents and
warrants that:



     B. Credit Agreement Representations. The representations and warranties contained in Section
5 of the Credit Agreement are true, correct and complete in all material respects on and as of the
date hereof to the same extent as though made on and as of such date and as if the references and
interpretations referred to in Sections and 3.A and 4.C applied to such representations and
warranties, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material respects on and as
of such earlier date.



     C. Absence of Default. No Default or Event of Default exists.



     D. Accuracy of Recitals. The recitals to this Amendment are true and correct in all respects
on and as of the date hereof, and are incorporated hereby as if fully set forth herein.



Section 3. MISCELLANEOUS




     A. Credit Document. This Amendment is a Credit Document.



     B. Non-Waiver. The execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute an amendment or waiver of any provision of, or operate as an
amendment or waiver of any right, power or remedy of the Administrative Agent or any Bank under,
the Credit Agreement or any of the other Credit Documents. The Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.



     C. Fees and Expenses. The Borrower acknowledges that all costs, fees and expenses incurred by
the Administrative Agent and its counsel (including, without limitation, the fees and expenses of
White & Case LLP) in connection with this Amendment are costs, fees and expenses incurred under,
and in connection with, the matters set forth in, Section 11.01 of the Credit Agreement and
accordingly are for the account of Borrower.



     D. Severability. In case any provision in or obligation under this Amendment shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.



     E. Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     F. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE



-6-









 







INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



Section 4. EFFECTIVENESS




     A. Initial Effectiveness. This Amendment, except as provided in Section 4.B below, shall
become effective on the date when each of the following conditions shall have been satisfied:




	 	(i)	 	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 White & Case
LLP, 1155 Avenue of the Americas, New York, NY 10036, attention: Stefano
D’Aniello (facsimile number: 212 354-8113, email address:
sdaniello@whitecase.com): and
	 
	 	(ii)	 	the Aviva Transaction shall have been consummated.





     B. Subsequent Effectiveness. Each of Sections 1.A(i), (ii), (iii), (iv), (v), (vi), (vii),
(x), (xi)(b) and (c), (xii), (xiii) and (xiv), and Section 1.B herein shall become effective
immediately following (i) the satisfaction of the conditions set forth in Section 4.A above, and
(ii) the delivery of the GAAP financial statements of the Borrower with respect to the quarterly
accounting period ending September 30, 2006 under Section 6.01(b) of the Credit Agreement as in
effect before the effective date of this Amendment.



     C. References. Each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in
the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as
amended by Section 1.A.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	AMERUS GROUP CO.

 	 
	 	By:  	/s/ Brenda J. Cushing
 	 
	 	 	Name:  	Brenda J. Cushing 	 
	 	 	Title:  	Senior Vice President & Controller 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

 	 
	 	By:  	/s/ Lawrence Palumbo, Jr.
 	 
	 	 	Name:  	Lawrence Palumbo, Jr. 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT


NAME OF INSTITUTION:


LaSalle Bank National Association

 	 
	 	By:  	/s/ Brandon S. Allison
 	 
	 	 	Name:  	Brandon S. Allison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 20,
2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE
CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:	 	 
	 
	 	 	 	 	 	 
	 	 	Bankers Trust Company, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anne A. McKibben	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Anne A. McKibben	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






 









 





	 	 	 	 	 
	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT


NAME OF INSTITUTION:


Citibank, N.A. 

 	 
	 	By:  	/s/ Kimberly Dauber
 	 
	 	 	Name:  	Kimberly Dauber 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY
TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:	 	 
	 
	 	 	 	 	 	 
	 	 	Commerce Bank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wayne C. Lewis	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Wayne C. Lewis

Title: Vice President	 	 
	 
	 	 	 	 	 	 






 









 





	 	 	 	 	 
	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY
TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT	 	 
	 
	 	NAME OF INSTITUTION:


Credit Suisse, Cayman Islands Branch

 	 
	 	By:  	/s/ Jay Chall
 	 
	 	 	Name:  	Jay Chall 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                                      /s/ Bernhard Schmid
 	 
	 	 	Name:  	Bernhard Schmid 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT


NAME OF INSTITUTION:


Goldman Sachs Credit Partners, L.P.

 	 
	 	By:  	/s/ Pedro Ramirez
 	 
	 	 	Name:  	Pedro Ramirez 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 26, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT


NAME OF INSTITUTION:


JPMorgan Chase Bank, N.A.

 	 
	 	By:  	/s/ Lawrence Palumbo, Jr.
 	 
	 	 	Name:  	Lawrence Palumbo, Jr. 	 
	 	 	Title:  	Vice President 	 
	 




 










 





	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY
TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 	 	 
	 	 	Merrill Lynch Bank USA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder	 	 
	 

	 	 	 	 

Name: Louis Alder
	 	 
	 

	 	 	 	Title: Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 30, 2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY
TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 	 	 
	 	 	The Northern Trust Company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris McKean	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Chris McKean	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30,
2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE
CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 	 	 
	 	 	PNC National Association
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward J. Chidiac	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Edward J. Chidiac	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30,
2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE
CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 	 	 
	 	 	The Bank of Nova Scotia
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd S. Meller	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Todd S. Meller	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SIGNATURE TO THE FIRST AMENDMENT, DATED AS OF OCTOBER 30,
2006, AMONG AMERUS GROUP CO., VARIOUS BANKS PARTY TO THE
CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 	 	 
	 	 	US Bank, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bonnie S. Wiskowski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bonnie S. Wiskowski	 	 
	 

	 	 	 	Title: Officer	 	 







 









 








EXHIBIT A




FORM OF ACCESS LETTER




Ernst & Young LLP

Des Moines, Iowa




Attention: Julie Middleswart




Ladies and Gentlemen:




We understand that Ernst & Young LLP (“E&Y”) has been engaged by AmerUs Group Co. (“Client”) to
perform certain agreed-upon procedures with respect to certain Services. We have requested that
Client deliver to us, when available, a copy of the report (including any portion, abstract and/or
summary thereof, the “Report”) to be prepared by E&Y in connection with the Services.




We agree that (1) the procedures to be performed by E&Y at the request of Client, a copy
of which we have reviewed (the “Procedures”), are sufficient for our purposes and we take
responsibility for the sufficiency of the Procedures; (2) E&Y has made no representation or
warranty to us as to the sufficiency of the Procedures or otherwise with respect to the Services or
the Report; and (3) had E&Y been engaged to perform additional procedures, other matters might come
to E&Y’s attention that would be addressed in the Report.




The Services do not constitute (1) an audit, review, or examination of financial statements
conducted in accordance with generally accepted auditing standards of the American Institute of
Certified Public Accountants (“AICPA”) or the standards of the Public Company Accounting Oversight
Board (United States) (“PCAOB”); (2) an examination of prospective financial statements in
accordance with applicable professional standards; or (3) procedures to detect fraud or illegal
acts. The Services do not include any procedures to test compliance with the laws or regulations
of any jurisdiction.




We further acknowledge and agree that (1) we do not acquire any rights against E&Y, any other
member firm of the global Ernst & Young network, or any of their respective affiliates, partners,
agents, representatives, or employees (collectively, the “E&Y Parties”), and E&Y assumes no duty or
liability to us, in connection with our access to the Report(s) or with respect to the Procedures,
and (2) we will not contend that any provisions of the United States or state securities laws could
invalidate or avoid any provision of this letter.




In addition, except (1) where compelled by legal process (of which we shall promptly inform E&Y and
tender to E&Y, if E&Y so elects, the defense thereof); (2) with respect to any contents of the
Report relating to the tax treatment and tax structure of any transaction (including any facts that
may be relevant to understanding the proposed tax treatment of any transaction); or (3) with E&Y’s
prior written consent, we will not disclose, orally or in writing, any Report, or make any
reference to E&Y in connection therewith, in any public document or to any third party. To the
extent we are permitted to




 









 









Exhibit A




Page 2



disclose the Report as set forth herein, we shall disclose it only in the original, complete and
unaltered form provided by E&Y, with all restrictive legends and other agreements intact, and we
will advise the party to whom we disclose the Report that it may not rely on, use, circulate,
quote, or otherwise refer to the Report for any purpose.




We (for ourselves and our successors and assigns) hereby release each of the E&Y Parties from any
and all claims or causes of action that we have, or hereafter may or shall have, against them in
connection with the Report, our access to the Report, or E&Y’s performance of the Services. We
shall indemnify, defend, and hold harmless the E&Y Parties from and against all claims,
liabilities, losses and expenses suffered or incurred by any of them arising out of or in
connection with (1) any breach of this letter by us or our representatives; and/or (2) any use or
disclosure of, or reliance on, the Report by any other party that obtains access to the Report,
directly or indirectly, from or through us or at our request.




This letter shall be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and fully to be performed therein by residents thereof.




	 	 	 	 	 
	 	Very truly yours,





[Insert Name of Report User]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT B




FORM OF AGREED-UPON PROCEDURES REPORT




To the Audit Committee and Management of AmerUs Group Co.:




We have performed the procedures enumerated below, which were agreed to by the audit committee and
management of AmerUs Group Co., solely to assist you in evaluating management’s assertion that
AmerUs Group Co. has complied with the financial covenant from Section 6.01 (a) (i) of the Amended
and Restated Credit Agreement among AmerUs Group Co, the Banks and the Administrative Agent, dated
June 16, 2006 as amended by the First Amendment dated October 30, 2006 and as may be amended,
supplemented or otherwise modified, from time to time. This agreed-upon procedures engagement was
conducted in accordance with attestation standards established by the American Institute of
Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of
those parties specified in this report. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose for which this report has been
requested or for any other purpose.




We agreed the amounts presented in the AmerUs Group Co. December 31, ____ unaudited consolidated
financial statements (balance sheet, income statement, statement of cash flows and statement of
stockholders’ equity) prepared in accordance with International Financial Reporting Standards to
the amounts included in, or derived from, the final business unit submission on Cartesis Magnitude
submitted to Aviva plc, the parent of AmerUs Group Co. We agreed the amounts in the Aviva plc
final consolidation version of Cartesis Magnitude to the amounts included in the December 31, ____
Aviva plc audited consolidated financial statements prepared in accordance with International
Financial Reporting Standards.




We were not engaged to and did not conduct an examination, the objective of which would be the
expression of an opinion on management’s assertion. Accordingly, we do not express such an opinion.
Had we performed additional procedures, other matters might have come to our attention that would
have been reported to you.




This report is intended solely for the information and use of the audit committee and management of
AmerUs Group Co. and is not intended to be and should not be used by anyone other than these
specified parties. Notwithstanding the foregoing, this report may be disclosed in accordance with
the terms of the engagement under which this report was produced.






Ernst & Young LLP


[Date of report]