Exhibit 10.23
AMENDMENT NO. 2
Dated as of February 25, 2005
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 No. 2 (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 by Amendment No. 1 dated as of
October 10, 2003, 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 4.17 (Transactions with Affiliates) of the Existing
Credit Agreement is hereby amended by inserting the phrase ",
including, in any event, pursuant to Section 4.12," at the end of
clause (a) thereof such that the entire Section 4.17 reads as
follows:
Section 4.17. Transactions with Affiliates. Effect any
transaction with any Affiliate that is (a) outside the ordinary
course of business and not otherwise explicitly permitted under the
Loan Documents, including, in any event, a Restricted Payment
permitted by Section 4.12, or (b) on a basis less favorable than
would at the time be obtainable for a comparable transaction in
arm's-length dealing with an unrelated third party.
(b) Section 10.01 (Defined terms) of the Existing Credit Agreement
is hereby amended by deleting therefrom the definition of "Change of
Control" in its entirety and replacing it with the following:
"Change of Control" with respect to the Borrower, shall be
deemed to have occurred if at any time: (i) any Person, or group of
Persons acting in concert, other than MetLife Inc. and its
Subsidiaries, beneficially owns, directly or indirectly more than
20% of the Capital Securities of the Borrower entitled to vote in
elections of the Board of Directors of the Borrower; (ii) any
Person, or group of Persons acting in concert, other than MetLife
Inc. and its Subsidiaries, has the power, directly or indirectly, to
elect the majority of the Board of Directors of the Borrower; or
(iii) a majority of the seats (other than vacant seats) on the Board
of Directors of the Borrower shall at any time be occupied by
Persons who were not (x) directors on February 25, 2005, (y)
nominated by the Board of Directors of the Borrower (as constituted
on February 25, 2005) or (z) appointed by directors so nominated.
3. Continuing Effect of Existing Credit Agreement. The provisions of the
Existing Credit Agreement, as amended hereby, 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 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. 2 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 a Bank
By: /s/ Benjamin Balkind
---------------------------------------
Name: Benjamin Balkind
Title: Managing Director
BANK OF AMERICA, N.A.
as a Bank
By: /s/ Jeffrey M. Shaver
---------------------------------------
Name: Jeffrey M. Shaver
Title: Vice President
ROYAL BANK OF CANADA
as a Bank
By: /s/ Evan Glass
---------------------------------------
Name: Evan Glass
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
as a Bank
By: /s/ SUZANNAH HARRIS
---------------------------------------
Name: Suzannah Harris
Title: Asst. Vice President
STATE STREET BANK AND TRUST COMPANY
as a Bank
By: /s/ Lise Anne Boutiette
---------------------------------------
Name: Lise Anne Boutiette
Title: Vice President