Exhibit 10.22
AMENDMENT NO. 1
Dated as of October 10, 2003
to
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 23, 2003
REINSURANCE GROUP OF AMERICA, INCORPORATED, as Borrower, the BANKS party hereto
and THE BANK OF NEW YORK, as Administrative Agent, agree as follows:
1. EXISTING CREDIT AGREEMENT. This Amendment (the "Amendment") relates to
and amends that certain First Amended and Restated Credit Agreement, dated as of
May 23, 2003 among Reinsurance Group of America, Incorporated, as Borrower, The
Bank of New York, as Administrative Agent, Bank of America, N.A. and Fleet
National Bank, as Co-Syndication Agents and KeyBank National Association, as
Documentation Agent (as amended, supplemented or otherwise modified to the date
hereof, but excluding this Amendment, the "Existing Credit Agreement"). Terms
used but not defined in this Amendment are used herein with the meaning ascribed
to them in the Existing Credit Agreement.
2. AMENDMENTS. On and after the Effective Date (as defined below), the
Existing Credit Agreement shall be amended as follows:
(a) Section 4.22 of the Existing Credit Agreement is hereby deleted
in its entirety and replaced with the following:
"4.22 STATUTORY SURPLUS. Permit the combined Surplus of RCM and RGA Canada
to be less than 85% of the combined Surplus of RGA Re and RGA Canada
at June 30, 2003; provided, however, if RGA Canada becomes a Wholly
Owned Subsidiary of an Insurance Company (which is a Wholly Owned
Subsidiary of the Borrower), the Borrower and the Administrative
Agent agree to enter into discussions with a view toward amending
this Section 4.22 so as to equitably reflect such change with the
desired result that the criteria for evaluating the financial
condition of the Borrower under this Section 4.22 shall be the same
after such change as if such change had not been made."
3. CONTINUING EFFECT OF EXISTING CREDIT AGREEMENT. The provisions of the
Existing Credit Agreement are and shall remain in full force and effect and are
hereby in all respects confirmed, approved and ratified.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Administrative
Agent and the Banks to agree to this Amendment, the Borrower hereby represents
and warrants as follows:
Each representation and warranty made by the Borrower in any Loan Document
is, both before and after giving effect to this Amendment, true and correct at
and as of the Effective Date, and, both before and after giving effect to this
Amendment, no Default or Event of Default is continuing at and as of the
Effective Date.
5. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as of
the date first written above, but shall not become effective as of such date
until the date (the "Effective Date") that each of the following conditions
shall have been satisfied in the sole determination of the Administrative Agent:
a. the Administrative Agent shall have received each of the
following, in form and substance satisfactory to the
Administrative Agent:
(i) this Amendment duly executed by the Borrower, the
Administrative Agent and the Required Banks; and
(ii) such other information, documents or materials as the
Administrative Agent may have requested pursuant to the
Loan Documents; and
b. the Administrative Agent shall have received all fees and
expenses payable pursuant to the Loan Documents and this
Amendment including the fees and disbursements of legal
counsel retained by the Agent (if an invoice for such fees and
disbursements of such counsel has been delivered to the
Borrower).
6. GOVERNING LAW. This Amendment shall, pursuant to New York General
Obligations Law 5-1401, be construed in accordance with and governed by the laws
of the State of New York.
7. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereon were upon the same instrument.
8. HEADINGS. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment
for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By: /s/ Todd C. Larson
---------------------------------------
Name: Todd C. Larson
Title: Sr. V.P. Controller & Treasurer
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By: /s/ Evan Glass
---------------------------------------
Name: Evan Glass
Title: Vice President
BANK OF AMERICA, N.A.
as a Bank
By: /s/ Leslie Nannen
---------------------------------------
Name: Leslie Nannen
Title: Vice President
FLEET NATIONAL BANK
as a Bank
By: /s/ David A. Bosselait
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Name: David A. Bosselait
Title: Director
ROYAL BANK OF CANADA
as a Bank
By: /s/ Gabriella King
---------------------------------------
Name: Gabriella King
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
as a Bank
By: /s/ Mary K. Young
---------------------------------------
Name: Mary K. Young
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
as a Bank
By: /s/ Lise Anne Boutiette
---------------------------------------
Name: Lise Anne Boutiette
Title: Vice President