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Note And Term Loan Agreement Revision Agreement

This is an actual contract by ARM Financial Group.

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Sectors: Insurance
Effective Date: October 29, 1999
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THIS AGREEMENT, dated as of the 29th day of October, 1999, made by and between GENAMERICA CORPORATION, a Missouri corporation, as First Party; and ARM FINANCIAL GROUP, INC., a Delaware corporation, as Second Party; WITNESS:

WHEREAS, First Party is the owner and holder of a certain promissory Note executed by Second Party as maker, payable to First Party dated August 3, 1999 in the original principal sum of $38,000,000.00, said indebtedness being further evidenced by a Term Loan Agreement, dated evenly with said Note.

WHEREAS, the parties hereto desire and intend by and through this Agreement to effect a certain extension of the term of the said Note and Term Loan Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in furtherance of the above-expressed ends and intents, it is hereby agreed upon between the parties hereto as follows:

1. The maturity date of said Note, which date is also referenced
in said Term Loan Agreement, is hereby extended, and said Note
and Term Loan Agreement are hereby amended to provide that the
maturity date of said Note is November 15, 1999.

2. All provisions and/or recitals of said Note and Term Loan
Agreement contrary to or inconsistent with any provisions of
this Agreement are hereby deemed amended to comport with the
provisions of this Agreement; but all provisions and/or
recitals thereof not contrary to or inconsistent with any
provisions of this Agreement shall remain in
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