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EXHIBIT 10.22
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TERM LOAN AGREEMENT
TERM LOAN AGREEMENT ("Agreement"), dated as of March 1, 2001,
between REINSURANCE GROUP OF AMERICA, INCORPORATED ("Company"), a Missouri
corporation headquartered at 1370 Timberlake Manor Parkway, Chesterfield,
Missouri 63017 and METLIFE CREDIT CORP. ("Lender"), a Delaware corporation
headquartered at One Madison Avenue, New York, NY 10010-3690.
The Company and the Lender agree as follows:
Article I
Amount and Terms of Loan
1. Subject to the terms and conditions herein set forth, the Lender shall
lend to the Company and the Company shall borrow from the Lender the
sum of Seventy-five million dollars ($75,000,000).
2. The borrowing shall be evidenced by a promissory note ("Note") to the
order of the Lender in the form of "Exhibit 1" attached here to, which
shall be dated the closing date, duly executed by the Company with
blanks suitably filled in conformity herewith and in the principal
amount of $75,000,000. The Note shall mature on June 30, 2004.
3. The Note shall bear interest before maturity at a rate equivalent to
75.5 basis points in excess of the Interest Reference Rate, which
interest rate will change, when and as such Interest Reference Rate
shall change, on the 1st day of each calendar month prior to June 30,
2004. Interest shall be payable to a Lender on the 1st day of each such
month and at the maturity of the Note.
Article II
Right to Prepay Note
The Company shall have the right, at any time and from time to time, to prepay
without penalty all or any part of the Note.
Article III
Representations and Warranties
The Company represents and warrants that:
1. The consolidated GAAP balance sheet of the Company and its subsidiaries
as at September 30, 2000 and the consolidated statements of profit and
loss and capital of the Company and its subsidiaries for the year
ending September 30, 2000 heretofore furnished to the Lender, are
complete and correct and fairly present the consolidated financial
condition of the Company and its subsidiaries as at the date of such
balance
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sheet and the results of their operations for such period,
respectively. To the best of the Company's knowledge and belief,
neither the Company nor any of its subsidiaries has any material or
substantial contingent obligation or liability for taxes not disclosed
by or reserved against in such balance sheet. Since September 30,
2000, there has been no material adverse change in the consolidated
financial condition of the Company and its subsidiaries.
2. There are no suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its
subsidiaries which, in the opinion of counsel for the Company, will
have a material adverse effect on the financial condition or business
of the Company and its subsidiaries.
3. The Company has full power and authority to execute and perform the
terms and provisions of this Agreement and to borrow hereunder.
Article IV
Conditions of Borrowing
The obligation of the Lender to lend pursuant to this Agreement is subject to
the satisfaction, in the opinion of the Lender, of the following conditions:
1. The Lender shall have received from the General Counsel of the Company,
a favorable opinion to the effect that: (a) the Company is a validly
organized and existing corporation; (b) the Company has full power and
authority to execute, deliver and carry out this Agreement and has duly
authorized its officers executing this Agreement so to do; (c) the
making of this Agreement by the Company is not in violation of any
charter provision, bylaw or regulation of the Company, or any
contractual obligation binding upon the Company and (d) this Agreement
so executed and the Company's Note given pursuant hereto will
constitute binding obligations of the Company.
2. The Company shall have furnished the Lender a certified copy of all
resolutions of the Board of Directors of the Company pertaining to the
execution of this Agreement and the borrowing of money pursuant hereto.
Article V
Affirmative Covenants
1. Until all indebtedness incurred pursuant to this Agreement has been
paid in full and the Company no longer has the right to borrow
hereunder, the Company will:
(a) Furnish to the Lender, not later than 90 days after the end of
each fiscal year of the Company, a consolidated profit and
loss statement and statement of capital of the Company and its
subsidiaries for such year an a consolidated balance sheet of
the Company and its subsidiaries as of the last day of such
fiscal year, all in
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reasonable detail and satisfactory in scope to the Lender and
all certified by Deloitte & Touche or other independent public
accountants satisfactory to the Lender;
(b) Furnish to the Lender, not later than 60 days after a close of
each quarter-annual period (except the last quarter-annual
period of each year), a consolidated profit and loss and
capital statement of the Company and its subsidiaries for
their current fiscal year to and including the period then
ending and a consolidated balance sheet of the Company as of
the last day of such period, which statements and balance
sheets shall be in reasonable detail and certified by an
appropriate officer of the Company;
(c) From time to time furnish to the Lender all financial
information, including proxy statements, furnished by the
Company to its shareholders;
(d) With reasonable promptness, furnish to the Lender such
additional financial statements and such data and information
concerning the financial condition of the Company and its
subsidiaries as may reasonably be requested by the Lender,
provided that none of the provisions of this Section 1 shall
require the Company to give the Lender any information which
it is prohibited from giving the Lender by any governmental
regulation;
(e) At all times keep its property insured against loss or damage
to the extent and against the risks that similar property is
usually insured by other companies engaged in the same
business, and will cause its subsidiaries so to do; and
(f) Promptly pay and discharge, and cause its subsidiaries to pay
and discharge, all taxes and assessments levied and assessed
or imposed upon its property or upon its income, as well as
all claims which, if unpaid, might by law become a lien or
charge upon its property, provided that nothing herein
contained shall require the Company or any of its
subsidiaries to pay any such taxes, assessments or claims so
long as the Company or such subsidiary shall in good faith
contest the validity and stay the execution and enforcement
thereof.
2. At the time of furnishing each financial statement specified in Section
1 of this Article V, the Company shall furnish to the Lender an
officer's certificate stating that there exists no event of default, as
defined in Article VII, or if any such event of default exists
specifying the nature hereof, the period of existence thereof and what
action the Company proposes to take with respect thereto.
Article VI
Negative Covenants
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1. Until all indebtedness incurred pursuant to this Agreement has been
paid in full, the Company will not permit its consolidated GAAP capital
at any time to be less than $700,000,000.
2. Until all indebtedness incurred pursuant to this Agreement has been
paid in full, the Company will not and will not permit any of its
subsidiaries, to:
(a) Sell or otherwise dispose of any shares of stock or funded or
current debt of any subsidiary except to the Company or
another subsidiary, and except that all shares of stock and
debt of any subsidiary at the time owned by or owed to the
Company and all subsidiaries may be sold as an entirety for a
cash consideration which represents that fair value (as
determined in good faith by the Board of Directors of the
Company) at the time of sale of the shares and debt so sold,
provided that (i) the assets of such subsidiary do not
constitute a substantial part of the consolidated assets of
the Company and all of its subsidiaries, and (ii) at the time
of such sale, such subsidiary shall not own, directly or
indirectly, any shares of stock or debt of any other
subsidiary (unless all of the shares of stock and debt of such
other subsidiary owned, directly or indirectly, by the Company
and all of its subsidiaries are simultaneously being sold as
permitted by this Section 2(a)); or
(b) Merge or consolidate with any other corporation, or sell,
lease, transfer or otherwise dispose of all or any substantial
part of its assets, or change its corporate name, except that
(1) any subsidiary may merge or consolidate with the Company
(provided that the Company shall be the continuing or
surviving corporation) or with any one or more other
subsidiaries; (2) any subsidiary may sell, lease, transfer or
otherwise dispose of any of its assets to the Company or
another subsidiary; (3) any subsidiary may sell or otherwise
dispose of all or substantially all of its assets subject to
the conditions specified in Section 2(a) of this Article VI
with respect to a sale of the stock of such subsidiary; and
(4) the Company may merge or consolidate, or sell or dispose
of all or substantially all of its assets, provided that (i)
the Company shall be the continuing or surviving corporation,
or (ii) the successor or acquiring corporation shall assume
all of the obligations of the Company pursuant to this
Agreement and the Note, including all covenants herein and
therein contained, and (iii) the Company as the continuing or
surviving corporation or the successor or acquiring
corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or other
disposition, be in default as to any of such obligations.
Article VII
Events of Default
If any of the following events shall occur and be continuing: if the Company
defaults in the payment of any principal of the Note when the same shall become
due, either by the terms thereof or otherwise as herein provided; or if the
Company defaults
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in the payment of any interest on the Note for more than ten days after the due
date thereof; or if the Company defaults in any payment of principal or of
interest on any other obligation for borrowed money (including any purchase
money obligation) beyond any period of grace provided with respect thereto or in
the performance of any other agreement, term or condition contained in any
agreement pursuant to which any such obligation is created if the effect of such
default is to cause, or permit the holder or holders of such obligation (or a
trustee on behalf of such holder or holders) to cause, such obligation to become
due prior to its stated maturity; or if any material representation or warranty
made by the Company in this Agreement or in any writing furnished in connection
with or pursuant to this Agreement shall be false in any material respect on the
date as of which made; or if the Company defaults in the performance or
observance of any other agreement, term or condition contained in this Agreement
and such default shall not have been remedied within 30 days after written
notice thereof shall have been received by the Company from the holder of the
Note; or if the Company or any of its subsidiaries makes an assignment for the
benefit of creditors; or if the Company or any of its subsidiaries makes an
assignment for the benefit of creditors; or if the Company or any of its
subsidiaries commences any proceeding relating to the Company or any of its
subsidiaries under any bankruptcy, reorganization, rehabilitation, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect; or if any such petition or
application is filed, or any such proceedings are commenced, against the Company
or any of its subsidiaries, and the Company or such subsidiary by any act
indicates its approval thereof, consent thereto or acquiescence therein, or if
an order is entered appointing any trustee, receiver, liquidator, custodian or
rehabilitator for the Company or any of its subsidiaries or adjudicating the
Company or any of its subsidiaries bankrupt or insolvent, or approving the
petition in any such proceedings, and such order remains in effect and unstayed
for more than 60 days; or if any order is entered in any proceedings against the
Company or any of its subsidiaries decreeing the dissolution or split-up of the
Company or any of its subsidiaries, and such order remains in effect and
unstayed for more than 60 days, then the Lender may, by notice in writing to the
Company, declare the Note to be forthwith due and payable, together with all
interest accrued thereon.
Article VIII
Definitions
For the purposes of this Agreement, the following terms shall have the following
meanings:
1. "Person" shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated organization and a government
of any department or agency thereof.
2. "Subsidiary" shall mean any corporation organized under the laws of any
state of the United States of America or of any foreign country, a
majority of the voting stock of which shall, at the time as of which
any determination is being made, be owned by the Company either
directly or through its subsidiaries.
3. "Consolidated GAAP capital" shall mean the excess of consolidated
assets over consolidated liabilities of the Company and its
subsidiaries, both determined in accordance with generally accepted
accounting principles, provided that the effects of
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Statement of Financial Standards No. 115 promulgated by the Financial
Standards Board shall not be considered.
4. "Event of default" shall mean any of events specified in Article VII,
provided that there has been satisfied any requirement in connection
with such event for the giving of notice, or the lapse of time, or the
happening of any further condition, event or act, and "default" shall
mean any of such events, whether or not any such requirement has been
satisfied.
5. "Interest Reference Rate" shall mean the 30-day AA financial discount
rate on commercial paper as made available on the Federal Reserve
Board's internet website, http://www.federalreserve.gov/releases/CP/
(or on such other internet website as shall replace
http://www.federalreserve.gov/releases/CP/.
6. "Officer's certificate" shall mean a certificate signed in the name of
the Company by its President, one of its Vice Presidents or its Chief
Financial Officer;
7. "Note" shall mean the promissory note of the Company, substantially in
the form of Exhibit 1 attached to this Agreement.
Article IX
Miscellaneous
1. This Agreement may be amended, and the Company may take any action
herein prohibited, or omit to perform any act herein required to be
performed by it, if the Company shall obtain the written consent of the
Lender to such amendment, action or omission to act.
2. All representations and warranties contained herein or made in writing
by the Company in connection herewith shall survive the execution and
delivery of this Agreement and of the Note.
3. All covenants and agreements in this Agreement contained by or on
behalf of either of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
4. All communications provided for hereunder shall be sent by first class
mail and, if to the Lender, to its offices at One Madison Avenue, New
York, NY 10010-3690, to the attention of William H. Nugent, and, if to
the Company, to its offices at 1370 Timberlake Manor Parkway,
Chesterfield, MO 63017, to the attention of the Chief Financial
Officer, or to such other address with respect to any party as such
party shall notify the others in writing.
5. No delay on the part of the Lender in exercising any right, power or
privilege granted in this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof. The
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rights and remedies in this Agreement expressly specified are
cumulative and not exclusive of any other rights and remedies that the
Lender would otherwise have.
6. This Agreement shall terminate when the Note issued pursuant hereto has
been paid in full.
7. This Agreement may be executed by the parties her to on separate
counterparts. Complete sets of counterparts executed by all the parties
hereto shall be lodged with the Company and the Lender.
The parties hereto have caused this Agreement to be duly executed by their
respective duly authorized officers as of the day and year first above written.
REINSURANCE GROUP OF AMERICA, METLIFE CREDIT CORP.
INCORPORATED
By /s/ Jack B. Lay By /s/ William H. Nugent
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Jack B. Lay, William H. Nugent,
Executive Vice President Vice-President and Treasurer
ATTEST: /s/ James E. Sherman ATTEST: /s/ George M. Bryant
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James E. Sherman, George M. Bryant,
Secretary Secretary
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EXHIBIT 1
Promissory Note
$75,000,000
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation, for value
received, hereby promises to pay to the order of METLIFE CREDIT CORP., a
Delaware corporation, the principal sum of $75,000,000 on or before June 30,
2004.
Interest before maturity is payable on the principal amount hereof from time to
time remaining unpaid at a rate equivalent to 75.5 basis points in excess of the
Interest Reference Rate (as defined in the Term Loan Agreement referred to
below), which interest rate shall change, when and as such Interest Reference
Rate shall change, on the 1st day of each calendar month prior to June 30, 2004.
Interest shall be paid by the 1st day of each such month and at the maturity
hereof. Overdue payments of principal and interest shall draw simple interest at
the same rate, and both principal and interest shall be paid at the main office
of the MetLife Credit Corp. hereof in lawful money of the United States.
This Note is issued pursuant to the Term Loan Agreement, dated as of March 1,
2001, between the undersigned and MetLife Credit Corp., to which Agreement
reference is hereby made for a description of the right of the undersigned to
prepay this Note, the conditions upon which MetLife Credit Corp. may accelerate
to the maturity hereof and the other terms and conditions upon which this Note
is issued.
REINSURANCE GROUP OF AMERICA,
INCORPORATED
By
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Jack B. Lay,
Executive Vice President
ATTEST:
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James E. Sherman,
Secretary
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