Exhibit 10.1
AMENDMENT NO. 2
Dated as of June 22, 2006
to
CREDIT AGREEMENT
Dated as of September 29, 2005
REINSURANCE GROUP OF AMERICA, INCORPORATED, REINSURANCE COMPANY OF
MISSOURI, INCORPORATED, RGA REINSURANCE COMPANY, RGA LIFE REINSURANCE COMPANY OF
CANADA, RGA REINSURANCE COMPANY (BARBADOS) LTD., RGA AMERICAS REINSURANCE
COMPANY, LTD., RGA WORLDWIDE REINSURANCE COMPANY, LTD., the BANKS party hereto
and THE BANK OF NEW YORK, as Administrative Agent, agree as follows:
1. Existing Credit Agreement. This Amendment No. 2 (this "Amendment")
relates to and amends that certain Credit Agreement, dated as of September 29,
2005, among Reinsurance Group of America, Incorporated, certain subsidiaries
thereof, the banks and issuing banks party from time to time thereto, Bank of
America, N.A., as Syndication Agent, KeyBank National Association, Wachovia
Bank, National Association and Deutsche Bank AG New York Branch, as
Co-Documentation Agents, and The Bank of New York, as Administrative Agent, as
amended by Amendment No. 1 thereof, dated as of November 30, 2005 (as in effect
immediately prior to the effectiveness of 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. Amendment. On and after the Effective Date (as defined below), the
Existing Credit Agreement shall be amended as follows:
(a) The definition of "Permitted Lien" in Section 11.01 of the Existing
Credit Agreement shall be amended by (i) re-lettering the existing clause (n) as
clause (o), (ii) replacing the reference therein to "clauses (f) through (m) of
this definition" with "clauses (f) through (n) of this definition", and (iii)
inserting the following new clause (n):
"(n)any Lien on (i) Investments and cash balances of any
Subsidiary formed in connection with an Alternative Reserve
Agreement, and (ii) Investments and cash balances of any Captive
Subsidiary (including the Capital Securities of such Captive
Subsidiary) in each case, securing obligations of such Subsidiary
and such Captive Subsidiary in connection with an Alternative
Reserve Agreement; or"
(b) The definition of "Permitted Restrictive Covenant" in Section 11.01 of
the Existing Credit Agreement shall be amended by (i) re-lettering the existing
clause (h) as clause (i), (ii) replacing the reference therein to "clause (b),
(c), (d), (e), (f) or (g)" with "clauses (b) through (h)", and (iii) inserting
the following new clause (h):
"(h)any covenant or restriction of the type contained in Section
4.18, imposed on a Captive Subsidiary or any other Subsidiary
formed in connection with an Alternative Reserve Agreement, that
is contained in any such Alternative Reserve Agreement; provided
that any Indebtedness incurred in connection with such
Alternative Reserve Agreement is, and remains at all times,
non-recourse to any Account Party, or"
3. Acknowledgment. For the avoidance of doubt, the Administrative Agent and
the Banks hereby confirm and agree that the transactions with Affiliates in
connection with the floating rate insured notes due 2036 to be issued by
Timberlake Financial LLC shortly following the date hereof are permitted under
Section 4.17 of the Credit Agreement.
4. Further Assurances. The Account Parties will execute, acknowledge and
deliver all such instruments, amendments, documents, and take all such action,
as the Administrative Agent deems necessary or advisable to carry out the intent
and purpose of this Amendment and will, upon the Administrative Agent's
reasonable request, furnish the Administrative Agent with proof thereof.
5. 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.
6. Representations and Warranties. In order to induce the Administrative
Agent and the Banks to agree to this Amendment, each Account Party hereby
represents and warrants as follows:
Each representation and warranty made by any Account Party in any Loan
Document is, after giving effect to this Amendment, true and correct at and as
of the Effective Date, and, after giving effect to this Amendment, no Default or
Event of Default is continuing at and as of the Effective Date.
7. 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 Account Parties, 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
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disbursements of legal counsel retained by the Administrative Agent (if an
invoice for such fees and disbursements of such counsel has been delivered to
the Account Parties).
8. 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.
9. 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.
10. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
REINSURANCE COMPANY OF MISSOURI
INCORPORATED
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
RGA REINSURANCE COMPANY
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
RGA LIFE REINSURANCE COMPANY OF CANADA
By: /s/ Alain Neemeh
------------------------------------
Name: Alain Neemeh
Title: President & CEO
By: /s/ Alka Gautam
------------------------------------
Name: Alka Gautam
Title: Vice President & CFO
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
RGA REINSURANCE COMPANY (BARBADOS) LTD.
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
RGA AMERICAS REINSURANCE COMPANY, LTD.
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
RGA WORLDWIDE REINSURANCE COMPANY, LTD.
By: /s/ Todd C. Larson
------------------------------------
Name: Todd C. Larson
Title: Senior Vice President, Controller
& Treasurer
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By: /s/ Lizanne T. Eberle
------------------------------------
Name: Lizanne T. Eberle
Title: Vice President
BANK OF AMERICA, N.A., as a Bank
By: /s/ Jeffrey M. Shaver
------------------------------------
Name: Jeffrey M. Shaver
Title: Vice President
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
KEYBANK NATIONAL ASSOCIATION,
as a Bank
By: /s/ Suzannah Harris
------------------------------------
Name: Suzannah Harris
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Karen Hanke
------------------------------------
Name: Karen Hanke
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Bank
By: /s/ Ruth Leung
------------------------------------
Name: Ruth Leung
Title: Director
By: /s/ Brett Hanmer
------------------------------------
Name: Brett Hanmer
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH,
as a Bank
By: /s/ Tsuguyuki Umene
------------------------------------
Name: Tsuguyuki Umene
Title: Deputy General Manager
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
HSBC BANK USA, N.A.,
as a Bank
By: /s/ Dennis Cogan
------------------------------------
Name: Dennis Cogan
Title: Senior Vice President
ABN AMRO BANK, N.V.,
as a Bank
By: /s/ Neil R. Stein
------------------------------------
Name: Neil R. Stein
Title: Director
By: /s/ Michael DeMarco
------------------------------------
Name: Michael DeMarco
Title: Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Bank
By: /s/ Michael Imperiale
------------------------------------
Name: Michael Imperiale
Title: Director
By: /s/ Michael F. Davis
------------------------------------
Name: Michael F. Davis
Title: Director
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
CALYON NEW YORK BRANCH,
as a Bank
By: /s/ Sebastian Rocco
------------------------------------
Name: Sebastian Rocco
Title: Managing Director
By: /s/ Charles Kornberger
------------------------------------
Name: Charles Kornberger
Title: Managing Director
SOCIETE GENERALE,
as a Bank
By: /s/ William Aishton
------------------------------------
Name: William Aishton
Title: Vice President
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as a Bank
By: /s/ Steven Fielitz
------------------------------------
Name: Steven Fielitz
Title: Second Vice President
By: /s/ Norman McClave
------------------------------------
Name: Norman McClave
Title: First Vice President
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
ROYAL BANK OF CANADA,
as a Bank
By: /s/ Evan Glass
------------------------------------
Name: Evan Glass
Title: Authorized Signatory
WILLIAM STREET CREDIT CORPORATION,
as a Bank
By: /s/ Mark Walton
------------------------------------
Name: Mark Walton
Title: Assistant Vice President
LANDESBANK HESSEN-THURINGEN GIROZENTRALE
NEW YORK BRANCH,
as a Bank
By: /s/ Samuel W. Bridges
------------------------------------
Name: Samuel W. Bridges
Title: Senior Vice President
Financial Institutions
Public Finance
By: /s/ John A. Sarno
------------------------------------
Name: John A. Sarno
Title: Vice President
Financial Institutions
Public Finance
LEHMAN COMMERCIAL PAPER INC.,
as a Bank
By: /s/ Janine M. Shugan
------------------------------------
Name: Janine M. Shugan
Title: Authorized Signatory
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)
SOUTHWEST BANK OF ST. LOUIS,
as a Bank
By: /s/ Roy C. Postel
------------------------------------
Name: Roy C. Postel
Title: Senior Vice President
MIZUHO CORPORATE BANK (USA),
as a Bank
By: /s/ Robert Gallagher
------------------------------------
Name: Robert Gallagher
Title: Senior Vice President
STATE STREET BANK AND TRUST COMPANY,
as a Bank
By: /s/ Lise Anne Boutiette
------------------------------------
Name: Lise Anne Boutiette
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Robert P. Fialkowski
------------------------------------
Name: Robert P. Fialkowski
Title: Vice President
RGA CREDIT AGREEMENT
(AMENDMENT NO. 2)