EXHIBIT 10.1 AMENDMENT NO. 1 AND WAIVER Dated as of November 30, 2005
EXHIBIT 10.1
AMENDMENT NO. 1 AND WAIVER
Dated as of November 30, 2005
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. 1 and Waiver (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 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:
The definition of "Permitted Restrictive Covenant" in Section 11.01 of the
Existing Credit Agreement shall be amended by inserting the following
parenthetical after clause (a) of such definition:
"(including any such covenant or restriction in another Contract
that is (x) incorporated in such Contract by reference to such
Loan Document (including this Agreement) or (y) substantially the
same as such covenant or restriction contained in such Loan
Document and that is, in each case, not more burdensome on each
Account Party and each Subsidiary bound by such Contract than the
corresponding covenant or restriction contained in such Loan
Document)"
3. Waiver. Subject to the following proviso, the Administrative Agent and
the Banks party hereto hereby waive:
(a) any non-compliance by any of the Account Parties with the
provisions of Section 4.18 of the Existing Credit Agreement; and
(b) any Default or Event of Default that may exist under Section
6.01(c)(i) of the Existing Credit Agreement solely as a result of any
non-compliance by any of the Account Parties described in the preceding clause
(a);
provided, however, that any such non-compliance, Default and Event of Default
that is hereby waived shall be reinstated if, within sixty (60) Business Days
immediately following the Effective Date, any Contract that does not comply with
Section 4.18 of the Existing Credit Agreement as of the date hereof remains in
effect and is not amended to comply with Section 4.18 of the Existing Credit
Agreement, as amended by this Amendment.
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
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).
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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:
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Name:
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Title:
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REINSURANCE COMPANY OF MISSOURI
INCORPORATED
By:
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Name:
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Title:
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RGA REINSURANCE COMPANY
By:
------------------------------------
Name:
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Title:
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RGA LIFE REINSURANCE COMPANY OF CANADA
By:
------------------------------------
Name:
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Title:
---------------------------------
RGA REINSURANCE COMPANY (BARBADOS) LTD.
By:
------------------------------------
Name:
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Title:
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RGA AMERICAS REINSURANCE COMPANY, LTD.
By:
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Name:
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Title:
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RGA WORLDWIDE REINSURANCE COMPANY, LTD.
By:
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Name:
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Title:
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THE BANK OF NEW YORK,
as Administrative Agent and as a Bank
By:
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Name:
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Title:
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BANK OF AMERICA, N.A.,
as a Bank
By:
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Name:
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Title:
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KEYBANK NATIONAL ASSOCIATION,
as a Bank
By:
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Name:
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Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Bank
By:
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Name:
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Title:
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DEUTSCHE BANK AG NEW YORK BRANCH,
as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH,
as a Bank
By:
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Name:
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Title:
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HSBC BANK USA, N.A.,
as a Bank
By:
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Name:
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Title:
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ABN AMRO BANK, N.V.,
as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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CALYON NEW YORK BRANCH,
as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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SOCIETE GENERALE,
as a Bank
By:
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Name:
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Title:
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BAYERISCHE LANDESBANK,
NEW YORK BRANCH,
as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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ROYAL BANK OF CANADA,
as a Bank
By:
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Name:
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Title:
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XXXXXXX STREET CREDIT CORPORATION,
as a Bank
By:
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Name:
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Title:
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LANDESBANK HESSEN-THURINGEN GIROZENTRALE
NEW YORK BRANCH,
as a Bank
By:
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Name:
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Title:
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XXXXXX COMMERCIAL PAPER INC.,
as a Bank
By:
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Name:
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Title:
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SOUTHWEST BANK OF ST. LOUIS,
as a Bank
By:
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Name:
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Title:
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MIZUHO CORPORATE BANK (USA),
as a Bank
By:
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Name:
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Title:
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STATE STREET BANK AND TRUST COMPANY,
as a Bank
By:
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Name:
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Title:
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XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Bank
By:
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Name:
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Title:
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