Exhibit 4.8
EXECUTION COPY
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FIRST SUPPLEMENTAL SENIOR INDENTURE
between
REINSURANCE GROUP OF AMERICA, INCORPORATED
and
THE BANK OF NEW YORK,
as Trustee
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Dated as of December 19, 2001
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6 3/4% Senior Notes due 2011
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TABLE OF CONTENTS
PAGE
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ARTICLE I DEFINITIONS.............................................................................................1
Section 1.1. Definition of Terms.......................................................................1
ARTICLE II TERMS AND CONDITIONS OF THE SENIOR NOTES...............................................................5
Section 2.1. Designation and Principal Amount..........................................................5
Section 2.2. Maturity..................................................................................6
Section 2.3. Percentage of Principal Amount............................................................6
Section 2.4. Place of Payment and Surrender for Registration of Transfer...............................6
Section 2.5. Registered Securities; Form; Denominations; Depositary....................................6
Section 2.6. Interest..................................................................................7
Section 2.7. No Right to Optional Redemption by the Company; No Sinking Fund...........................7
Section 2.8. Events of Default.........................................................................7
Section 2.9. Ranking...................................................................................8
Section 2.10. Paying Agent; Security Registrar..........................................................8
Section 2.11. Defeasance................................................................................8
Section 2.12. Conversion................................................................................8
Section 2.13. CUSIP Numbers.............................................................................8
Section 2.14. Other.....................................................................................8
ARTICLE III COVENANTS.............................................................................................9
Section 3.1. Limitation on Liens.......................................................................9
Section 3.2 Limitations on Issuance or Disposition of Stock of Restricted Subsidiaries................9
ARTICLE IV MISCELLANEOUS.........................................................................................10
Section 4.1. Ratification of Indenture................................................................10
Section 4.2. Trustee Not Responsible for Recitals.....................................................10
Section 4.3. Governing Law............................................................................10
Section 4.4. Severability.............................................................................10
Section 4.5. Counterparts.............................................................................10
Section 4.6. Successors and Assigns...................................................................10
EXHIBIT A FORM OF SENIOR NOTE................................................................................A-1
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FIRST SUPPLEMENTAL SENIOR INDENTURE, dated as of December 19, 2001 (this
"FIRST SUPPLEMENTAL INDENTURE"), between REINSURANCE GROUP OF AMERICA,
INCORPORATED, a Missouri corporation (the "COMPANY"), having its principal
executive office at 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx
00000-0000 and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "TRUSTEE"), having its corporate trust office at 000 Xxxxxxx Xxxxxx, Xxxxx
21 West, New York, New York 10286, supplementing the Senior Indenture, dated as
of December 19, 2001, between the Company and the Trustee (the "BASE INDENTURE",
together with this First Supplemental Indenture, the "INDENTURE").
RECITALS OF THE COMPANY
The Company executed and delivered the Base Indenture to the Trustee to
provide for the issuance from time to time of its senior debentures, notes,
bonds or other evidences of indebtedness (hereinafter generally called the "DEBT
SECURITIES", and individually, a "DEBT SECURITY") to be issued in one or more
series as provided in the Base Indenture;
Pursuant to the terms of this First Supplemental Indenture, the Company
desires to provide for the establishment of a new series of Debt Securities to
be known as the 6 3/4% Senior Notes due 2011 (the "SENIOR NOTES"), the form and
substance of such Senior Notes and the terms, provisions and conditions thereof
to be as set forth in the Indenture;
The Company has requested that the Trustee execute and deliver this First
Supplemental Indenture, all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms (and to
make the Senior Notes, when duly executed by the Company and duly authenticated
and delivered by the Trustee, the valid and enforceable obligations of the
Company) have been performed, and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of Senior Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of Senior Notes or of Debt Securities of
any series, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS
Unless the context otherwise requires:
(a) a term not defined herein that is defined in the Base Indenture has the
same meaning when used in this First Supplemental Indenture;
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(b) a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article of this
First Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the following meanings:
"BASE INDENTURE" has the meaning set forth in the Recitals.
"CAPITAL LEASE OBLIGATION" means an obligation of the Company or any
Subsidiary to pay rent or other amounts under a lease of (or another
Indebtedness arrangement conveying the right to use) real or personal
property thereof that is required to be classified and accounted for as a
capital lease or a liability on the face of a balance sheet thereof in
accordance with GAAP. For purposes of this First Supplemental Indenture,
the amount of such obligation shall be the capitalized amount thereof and
the stated maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease (or such other arrangement) prior
to the first date upon which such lease (or such other arrangement) may be
terminated by the lessee (or obligor) without payment of a penalty.
"CAPITAL STOCK" means with respect to any Person, any and all shares,
interests, participations, rights or other equivalents (however designated)
of corporate stock of such Person, including, without limitation, if such
Person is a partnership, partnership interests (whether general or limited)
and any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets
of, such partnership.
"CLEARSTREAM" means Clearstream, S.A.
"COMPANY" has the meaning set forth in the Recitals.
"CONSOLIDATED TANGIBLE NET WORTH" means the total shareholders' equity
as reflected in the Company's most recent consolidated balance sheet
prepared in accordance with GAAP and filed with the Securities and Exchange
Commission, less intangible assets such as goodwill, trademarks,
tradenames, patents and unamortized debt discount and expense.
"DEBT SECURITIES" or "DEBT SECURITY" has the meaning set forth in the
Recitals.
"EURO" means the currency adopted by those countries participating in
the third stage of the European Monetary Union.
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"FIRST SUPPLEMENTAL INDENTURE" has the meaning set forth in the
Recitals.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect on the date
hereof. For the purposes of this First Supplemental Indenture, the term
"consolidated" with respect to any Person shall mean such Person
consolidated with its Restricted Subsidiaries, and shall not include any
Unrestricted Subsidiary.
"GUARANTEE" by any Person means any Obligations, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including, without limitation, every obligation of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (ii) to
purchase property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness or (iii) to
maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness (and the terms "Guaranteed,"
"Guaranteeing" and "Guarantor" shall have meanings correlative to the
foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either
case in the ordinary course of business.
"GLOBAL SENIOR NOTE" has the meaning set forth in Section 2.5(a).
"HOLDER" means a Person in whose name a Senior Note is registered.
"INDENTURE" has the meaning set forth in the Recitals.
"INDEBTEDNESS" of any Person means, without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or similar instruments,
including obligations incurred in connection with the acquisition of
property, assets or businesses; (iii) every obligation of such Person under
conditional sale or other title retention agreements relating to assets or
property purchased by such Person or issued or assumed as the deferred
purchase price of property, assets or services (but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business that are nor overdue by more than 90 days or are being contested
by such Person in good faith); (iv) every Capital Lease Obligation of such
Person; (v) every obligation of such Person with respect to any Sale and
Leaseback Transaction to which such Person is a party; (vi) every
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person;
(vii) the maximum fixed redemption or
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repurchase price of outstanding Redeemable Stock of such Person; (viii)
every obligation of such Person with respect to performance, surety or
similar bonds; (ix) every obligation of such Person under interest rate
swap or cap or similar agreements, or under foreign currency hedge,
exchange or similar agreements, of such Person; (x) if such Person is
engaged in the insurance business, all Surplus Debt of such Person; and
(xi) every obligation of the type referred to in clauses (i) through (x)
and (xii) of another Person the payment of which such Person has Guaranteed
or is otherwise responsible for or liable for, directly or indirectly, as
obligor, Guarantor or otherwise; and (xii) every amendment, modification,
renewal and extension of an obligation of the type referred to in clauses
(i) through (xi).
"INSURANCE REGULATOR" means any Person having (i) authority to
administer or enforce any statute, regulation or other law of the United
States, any State or the District of Columbia or any instrumentality or
political subdivision thereof (or any order or decree of any court thereof)
governing the conduct of an insurance business, and (ii) jurisdiction over
the matter in question.
"OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness.
"REDEEMABLE STOCK" of a Person means every Capital Stock of such
Person that by its terms or otherwise is required to be redeemed or
otherwise purchased by such Person, or is redeemable or so purchasable at
the option of the holder thereof, at any time prior to the Stated Maturity
of the Capital Stock.
"RESPONSIBLE OFFICER" when used with respect to the Trustee means any
vice president, the secretary, any assistant secretary or any assistant
vice president or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.
"RESTRICTED SUBSIDIARY" means (a) any Significant Subsidiary of the
Company existing on the date hereof, (b) any Subsidiary of the Company,
organized or acquired after the date hereof which is a Significant
Subsidiary and (c) an Unrestricted Subsidiary which is reclassified as a
Restricted Subsidiary by a resolution adopted by the Board of Directors.
"SALE AND LEASEBACK TRANSACTION" means any arrangement with any bank,
insurance company or other lender or investor (other than the Company or a
Subsidiary), or to which such lender or investor is a party, providing for
the leasing by the Company or any Subsidiary of any property or asset of
the Company or any Subsidiary that has been or is to be sold or transferred
by the Company or any Subsidiary to such lender or investor or to any
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Person (other than the Company or a Subsidiary) to whom funds have been or
are to be advanced by such lender or investor on the security of such
property or asset.
"SENIOR NOTES" has the meaning set forth in the Recitals.
"SIGNIFICANT SUBSIDIARY" means a Subsidiary, including its direct and
indirect Subsidiaries, which meets any of the following conditions (in each
case determined in accordance with GAAP): (i) the Company's and its other
Subsidiaries' investment in and advances to the Subsidiary exceed ten
percent (10%) of the total assets of the Company and its Subsidiaries
consolidated as of the end of the most recently completed fiscal year; (ii)
the Company's and its other Subsidiaries' proportionate share of the total
assets (after inter-company eliminations) of the Subsidiary exceeds ten
percent (10%) of the total assets of the Company and its Subsidiaries
consolidated as of the end of the most recently completed fiscal year; or
(iii) the Company's and its other Subsidiaries' equity interest in the
income from continuing operations before income taxes, extraordinary items
and cumulative effect of a change in accounting principles of the
Subsidiary exceed ten percent (10%) of such income of the Company and its
Subsidiaries consolidated for the most recently completed fiscal year.
"SURPLUS DEBT" of any Person engaged in the insurance business means
any liability of such Person to another for repayment of a sum of money to
such other Person under a written agreement approved by an Insurance
Regulator providing for such liability to be paid only out of surplus of
such Person in excess of a minimum amount of surplus specified in such
agreement.
"TRUSTEE" has the meaning set forth in the Recitals.
"UNRESTRICTED SUBSIDIARY" means any Subsidiary which is not a
Restricted Subsidiary.
"VOTING STOCK" means capital stock, the holders of which have general
voting power under ordinary circumstances to elect at least a majority of
the board of directors of a corporation, provided that, for the purposes of
such definition, capital stock which by a resolution adopted by the Board
of Directors carries only the right to vote conditioned on the happening of
an event shall not be considered Voting Stock, whether or not such event
shall have happened.
ARTICLE II
TERMS AND CONDITIONS OF THE SENIOR NOTES
SECTION 2.1. DESIGNATION AND PRINCIPAL AMOUNT
There is hereby authorized a series of Debt Securities designated the "6
3/4% Senior Notes due 2011," initially in the aggregate principal amount at
maturity to Two Hundred Million Dollars ($200,000,000), except for Senior Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Senior Notes pursuant to the Indenture. Without the
consent of
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the Holders of the Senior Notes, the Company may from time to time, create and
issue additional Senior Notes having the same terms and conditions as the Senior
Notes in all respects, except for issue date, issue price, and if applicable,
the first payment of interest thereon. Additional Senior Notes issued after the
date hereof will form a single series with all such outstanding Senior Notes.
SECTION 2.2. MATURITY
The Stated Maturity of the Senior Notes shall be December 15, 2011.
SECTION 2.3. PERCENTAGE OF PRINCIPAL AMOUNT
The Senior Notes will issued at 100% of the principal amount.
SECTION 2.4. PLACE OF PAYMENT AND SURRENDER FOR REGISTRATION OF TRANSFER
(a) Payment of any principal (and premium, if any) and interest, on Senior
Notes issued as Global Senior Notes shall be payable by the Company through the
Paying Agent to the Depositary in immediately available funds.
(b) Payment of principal of (and premium, if any) and interest on Senior
Notes issued in physical form shall be made, the transfer of Senior Notes will
be registrable, and Senior Notes will be exchangeable for Senior Notes of other
denominations of a like principal amount at the office or agency of the Company
maintained for such purpose, initially the Corporate Trust Office of the
Trustee; provided that, at the Company's option, interest on Senior Notes issued
in physical form may be payable by (i) a U.S. Dollar check drawn on a bank in
The City of New York mailed to the address of the Person entitled thereto as
such address shall appear in the Register, or (ii) upon application to the
Registrar not later than the relevant record date by a Holder of a principal
amount of Securities in excess of $5,000,000, wire transfer in immediately
available funds, which application shall remain in effect until the Holder
notifies, in writing, the Registrar to the contrary.
SECTION 2.5. REGISTERED SECURITIES; FORM; DENOMINATIONS; DEPOSITARY
(a) The Senior Notes shall be issued in fully registered form, without
coupons, as Registered Securities and shall initially be issued in the form of
one or more permanent Global Notes (the "GLOBAL SENIOR NOTES"), and with the
legends contained in, the form of Exhibit A hereto. The Senior Notes will be
issued in definitive form only under the limited circumstances set forth in
Section 3.4(c) of the Base Indenture. The Senior Notes shall not be issuable in
bearer form. The terms and provisions contained in the form of Senior Note shall
constitute, and are hereby expressly made, a part of the Indenture and to the
extent applicable, the Company, and the Trustee, by their execution and delivery
of the Indenture, expressly agree to such terms and provisions and to be bound
thereby.
(b) [Reserved].
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(c) The Depositary for the Senior Notes will be The Depository Trust
Company. The Global Senior Notes will be registered in the name of the
Depositary or its nominee, Cede & Co., and delivered by the Trustee to the
Depositary or a custodian appointed by the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the Trustee.
SECTION 2.6. INTEREST.
(a) Each Senior Note will bear interest at a rate per annum of (i) 6.75% of
the principal amount at maturity of $1,000 per Senior Note from and including
December 19, 2001 to, but excluding, December 15, 2011, payable semiannually in
arrears on June 15 and December 15 of each year (each, an "INTEREST PAYMENT
DATE"), commencing on June 15, 2002. The Regular Record Dates for the Senior
Notes shall be the immediately preceding June 1 and December 1, respectively, of
each year.
(b) The amount of interest payable on the Senior Notes for any period will
be computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on the Senior Notes is not a Business
Day, payment of the interest payable on such date will be made on the next day
that is a Business Day (and without any additional interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
calendar year, such payment will be made on the preceding Business Day with the
same force and effect as if made on the date such payment was originally
payable.
SECTION 2.7. NO RIGHT TO OPTIONAL REDEMPTION BY THE COMPANY; NO SINKING FUND.
(a) The Company shall have no right to redeem the Senior Notes.
(b) The Senior Notes shall not be subject to a sinking fund provision.
SECTION 2.8. EVENTS OF DEFAULT.
In addition to the Events of Default set forth in Section 5.1 of the Base
Indenture, it shall be an "Event of Default" with respect to the Senior Notes if
the following occurs and shall be continuing:
(a) the failure of the Company or any Subsidiary to pay Indebtedness in an
aggregate principal amount exceeding $25,000,000 at the later of final maturity
or upon expiration of any applicable period of grace with respect to such
principal amount, and such failure to pay shall not have been cured by the
Company within 30 days after such failure; or
(b) acceleration of the maturity of any Indebtedness of the Company or any
Subsidiary, in excess of $25,000,000, if such failure to pay is not discharged
or such acceleration is not rescinded or annulled within 15 days after the
Company shall have received due notice of such acceleration.
The additional Events of Default set forth in this Section 2.8 are
expressly being included solely to be applicable to the Senior Notes specified
in this First Supplemental Indenture.
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SECTION 2.9. RANKING.
The Senior Notes shall constitute the senior debt obligations of the
Company and shall rank equally in right of payment with all other existing and
future senior debt obligations of the Company.
SECTION 2.10. PAYING AGENT; SECURITY REGISTRAR
Initially, the Trustee shall act as Paying Agent and Security Registrar. If
the Senior Notes are issued in definitive form, the Corporate Trust Office shall
be the office or agency of the Paying Agent and the Security Registrar for the
Senior Notes.
SECTION 2.11. DEFEASANCE.
The defeasance provisions of Article XV of the Base Indenture shall apply
to the Senior Notes.
SECTION 2.12. CONVERSION.
The Senior Notes will not be convertible into shares of Common Stock or any
other security.
SECTION 2.13. CUSIP NUMBERS.
The Company in issuing the Debentures may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.
SECTION 2.14. OTHER.
The provisions confined in Articles XIII, XIV and XVI of the Base Indenture
shall not apply to the Senior Notes. All references to "ECU's" in the Base
Indenture shall be deemed to refer to "Euros", and all references to "CEDEL" in
the Base Indenture shall be deemed to refer to "Clearstream". The definitions of
"Capital Stock" and "Responsible Officer" in this First Supplmental Indenture
shall supersede the definitions for such terms in the Base Indenture. Any
reference to the corporate seal of the Company in the Base Indenture shall be
deemed also to include a facsimile thereof.
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ARTICLE III
COVENANTS
Article XII of the Base Indenture is hereby supplemented by the following
additional covenants of the Company:
SECTION 3.1. LIMITATION ON LIENS.
The Company will not, and will not permit any Subsidiary to, incur, issue,
assume or guaranty any Indebtedness if such Indebtedness is secured by a
mortgage, pledge of, lien on, security interest in or other encumbrance upon any
shares of Voting Stock of any Restricted Subsidiary, whether such Voting Stock
is now owned or is hereafter acquired, without providing that the Senior Notes
(together with, if the Company shall so determine, any other Indebtedness or
obligations of the Company or any Subsidiary ranking equally with such Senior
Notes and then existing or thereafter created) shall be secured equally and
ratably with such Indebtedness. The foregoing limitation shall not apply to (i)
Indebtedness incurred, issued, assumed, guaranteed or permitted to exist and
secured by liens, security interests, pledges or other encumbrances which does
not exceed 10% of the Company's then Consolidated Tangible Net Worth; (ii)
Indebtedness secured by a pledge of, lien on or security interest in any shares
of Voting Stock of any corporation if such pledge, lien or security interest is
made or granted prior to or at the time such corporation becomes a Restricted
Subsidiary; provided that such pledge, lien or security interest was not created
in anticipation of the transfer of such shares of Voting Stock to the Company or
its Subsidiaries (iii) liens or security interests securing Indebtedness of a
Restricted Subsidiary to the Company or another Restricted Subsidiary; or (iv)
the extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien or security interest referred to
in the foregoing clauses (ii) and (iii) but only if the principal amount of
Indebtedness secured by the liens or security interests immediately prior
thereto is not increased and the lien or security interest is not extended to
other property.
SECTION 3.2 LIMITATIONS ON ISSUANCE OR DISPOSITION OF STOCK OF RESTRICTED
SUBSIDIARIES.
The Company will not, nor will it permit any Restricted Subsidiary to,
issue, sell, assign, transfer or otherwise dispose of any shares of Capital
Stock (other than nonvoting preferred stock) of any Restricted Subsidiary (or of
any Subsidiary having direct or indirect control of any Restricted Subsidiary),
except for, subject to Article Four, (i) director's qualifying shares; (ii) a
sale, assignment, transfer or other disposition of any Capital Stock of any
Restricted Subsidiary (or of any Subsidiary having direct or indirect control of
any Restricted Subsidiary) to the Company or to one or more Restricted
Subsidiaries; (iii) a sale, assignment, transfer or other disposition of all or
part of the Capital Stock of any Restricted Subsidiary (or of any Subsidiary
having direct or indirect control of any Restricted Subsidiary) for
consideration which is at least equal to the fair value of such Capital Stock as
determined by the Company's Board of Directors acting in good faith; (iv) the
issuance, sale, assignment, transfer or other disposition made in compliance
with an order of a court or regulatory authority of competent jurisdiction,
other than an order issued at the request of the Company or any
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Restricted Subsidiary; or (v) issuance for consideration which is at least equal
to fair value as determined by the Company's Board of Directors acting in good
faith.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. RATIFICATION OF INDENTURE.
This Indenture, as supplemented and amended by this First Supplemental
Indenture, is ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided. If any provision of this First Supplemental Indenture is
inconsistent with a provision of the Base Indenture, the terms of this First
Supplemental Indenture shall control.
SECTION 4.2. TRUSTEE NOT RESPONSIBLE FOR RECITALS.
The recitals contained herein are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.
SECTION 4.3. GOVERNING LAW.
This First Supplemental Indenture and the Senior Notes shall be governed
by, and construed in accordance with, the laws of the State of New York.
SECTION 4.4. SEVERABILITY.
In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Senior Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Senior Notes, but this First Supplemental
Indenture and the Senior Notes shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.
SECTION 4.5. COUNTERPARTS.
This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION 4.6. SUCCESSORS AND ASSIGNS.
All covenants and agreements in the Indenture by the Company shall bind its
successors and assigns, whether expressed or not. The Company will have the
right at all times to assign any of its respective rights or obligations under
the Indenture to a direct or indirect wholly owned subsidiary of the
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Company; provided that, in the event of any such assignment, the Company will
remain liable for all of its respective obligations. Subject to the foregoing,
the Indenture will be binding upon and inure to the benefit of the parties
thereto and their respective successors and assigns. This Indenture may not
otherwise be assigned by the parties thereto.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By:__________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By: __________________________
Name:
Title:
EXHIBIT A
FORM OF SENIOR NOTE
[FACE OF SENIOR NOTE]
THIS SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY"), OR A NOMINEE OF THE
DEPOSITARY. THIS SENIOR NOTE IS EXCHANGEABLE FOR SENIOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND THIS SENIOR NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND UNTIL THIS SENIOR NOTE IS
EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN DEFINITIVE FORM.
UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO REINSURANCE GROUP OF AMERICA, INCORPORATED OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE ISSUED IS
REGISTERED IN THE NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), AND, EXCEPT
AS OTHERWISE PROVIDED IN THE INDENTURE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REINSURANCE GROUP OF AMERICA, INCORPORATED
6 3/4% SENIOR NOTES DUE 2011
CERTIFICATE NO.: _______ $_____________
CUSIP NO.: 759351 AC 3
This Senior Note is one of a duly authorized series of Debt Securities of
REINSURANCE GROUP OF AMERICA, INCORPORATED (the "Senior Notes"), all issued
under and pursuant to a Senior Indenture dated as of December 19, 2001, duly
executed and delivered by REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri
corporation (the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), and The Bank of New York, a New York
banking corporation, as Trustee (the "Trustee"), as supplemented by this First
Supplemental Indenture thereto dated as of December 19, 2001, between the
Company and the Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a
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description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Senior
Notes. By the terms of the Indenture, the Debt Securities are issuable in series
that may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture.
The Company, for value received, hereby promises to pay to The Bank of New
York as Property Trustee, or its registered assigns, the principal sum as set
forth on the attached Schedule of Increases and Decreases on December 15, 2011.
Interest Payment Dates: June 15 and December 15, commencing on June 15,
2002.
Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this Senior Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Senior Note to be duly
executed manually or by facsimile by its duly authorized officers under its
corporate seal.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By:_________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 6 3/4% Senior Notes due 2011 issued under the within
mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:_________________________
Authorized Signatory
Dated: December __, 2001
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[REVERSE OF SENIOR NOTE]
REINSURANCE GROUP OF AMERICA, INCORPORATED
6 3/4% SENIOR NOTES DUE 2011
Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.
1. Principal and Interest.
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
"Company"), promises to pay interest on the principal amount of this Senior Note
in the manner specified below at the rate of 6.75% per annum from and including
December 19, 2001, to, but excluding, the Stated Maturity. The Company will pay
interest on this Senior Note semiannually in arrears on June 15 and December 15
of each year (each an "Interest Payment Date"), commencing on June 15, 2002.
Interest not paid on the scheduled Interest Payment Date will accrue and
compound semiannually at the rate borne by the principal amount of this Senior
Note.
Interest on the Senior Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.
The Company shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate borne by the Senior Notes plus 2% per annum
to the extent lawful.
2. Ranking.
The Senior Notes shall constitute the senior debt obligations of the
Company and shall rank equally in right of payment with all other existing and
future senior debt obligations of the Company.
3. Method of Payment.
Interest on any Senior Note which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Senior Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for the payment
of such interest. In the event that any date on which interest is payable on the
Senior Notes is not a Business Day, payment of the interest payable on such date
will be made on the next day that is a Business Day (and without any additional
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next calendar year, such payment will be made on the
preceding Business Day with the same force and effect as if made on the date
such payment was originally payable.
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4. Paying Agent and Security Registrar.
Initially, The Bank of New York, the Trustee, will act as Paying Agent and
Security Registrar. The Company may change the Paying Agent and Security
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may, subject to certain exceptions, act in any such capacity.
5. Indenture.
This Senior Note is one of a duly authorized series of the 6 3/4% Senior
Notes due 2011 (the "SENIOR NOTES") of Reinsurance Group of America,
Incorporated, a Missouri corporation (including any successor corporation under
the Indenture hereinafter referred to, the "COMPANY"), issued under a Senior
Indenture, dated as of December 19, 2001 (the "BASE INDENTURE"), as supplemented
by a First Supplemental Senior Indenture dated as of the same date (the
"SUPPLEMENTAL INDENTURE" and, together with the Base Indenture, the
"INDENTURE"), in each case, between the Company and The Bank of New York, as
trustee (the "TRUSTEE"). The terms of this Senior Note include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended ("TIA"). This Senior Note is subject to all
such terms, and by acceptance hereof, Holders agree to be bound by all of such
terms, as the same may be amended from time to time. Holders are referred to the
Indenture and the TIA for a statement of all such terms. To the extent permitted
by applicable law, in the event of any inconsistency between the terms of this
Senior Note and the terms of the Indenture, the terms of the Indenture shall
control. Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.
6. No Optional Right of Redemption.
The Company shall have no right to redeem the Senior Notes.
7. No Sinking Fund.
The Senior Notes will not be subject to a sinking fund provision.
8. Defaults and Remedies.
The Indenture provides that an Event of Default with respect to the Senior
Notes occurs upon the occurrence of specified events. If an Event of Default
shall occur and be continuing, the principal of all of the Senior Notes may
become or be declared due and payable, in the manner, with the effect provided
in the Indenture.
9. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Senior Notes may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Senior Notes then Outstanding, and
any Event of Default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Senior
Notes then Outstanding, except an Event of Default in the payment of interest or
the principal of, any such Senior Note held by a non-consenting Holder, or in
respect of a covenant or provision which
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cannot be amended or modified without the consent of all affected Holders.
Without notice to or consent of any Holder, the parties to the Indenture may
amend or supplement the Indenture or the Senior Notes to, among other things,
cure any ambiguity, defect or inconsistency, provide for uncertificated Senior
Notes in addition to or in place of certificated Senior Notes, comply with
Article Four of the First Supplemental Indenture, provide for the assumption of
the Company's obligations to Holders of such Senior Notes, make any change that
would provide any additional rights or benefits to the Holders of the Senior
Notes or that does not materially adversely affect the legal rights under the
Indenture of any such Holder, or add covenants for the benefit of the Holders or
to surrender any right or power conferred upon the Company. Notwithstanding the
foregoing, without the consent of each Holder affected, an amendment or waiver
may not (with respect to any Senior Notes held by a non-consenting holder of
Senior Notes) change the Stated Maturity of the principal of, or any installment
of interest on, any Senior Note, reduce the principal amount of, or the rate of
interest on, any Senior Note, change the coin or currency in which the principal
amount of any Senior Note or the interest thereon is payable, impair the right
to institute suit for the enforcement of any payment on, or with respect to, any
Senior Note on or after the Stated Maturity of such Senior Note, reduce the
percentage in principal amount of the outstanding Senior Notes, the consent of
whose Holders is required to modify or amend the Indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions
of the Indenture or certain defaults hereunder and their consequences) provided
for in the Indenture or modify any of the provisions of the Indenture relating
to waivers of past Events of Default or the rights of Holders of the Senior
Notes to receive payments of principal of or interest on the Senior Notes; or
make any change in the foregoing amendment and waiver provisions.
10. Restrictive Covenants.
The Indenture imposes certain limitations on the ability of the Company and
its Subsidiaries to, among other things, create certain liens, issue or dispose
of stock of Restricted Subsidiaries and consummate certain mergers and
consolidations or sales of all or substantially all of its assets. The
limitations are subject to a number of important qualifications and exceptions.
11. Denomination; Transfer; Exchange.
The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Senior Notes of this series so issued are exchangeable for a like
aggregate principal amount at maturity of Senior Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations therein set
forth, this Senior Note is transferable by the registered Holder hereof on the
Security Register of the Company, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Senior Notes of authorized denominations and for the
same aggregate principal amount at maturity will be issued to the designated
transferee or transferees. No
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service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.
12. Persons Deemed Owners.
The registered Holder of this Senior Note shall be treated as its owner for
all purposes.
13. Defeasance.
Subject to certain conditions contained in the Indenture, at any time some
or all of the Company's obligations under the Senior Notes and the Indenture may
be discharged if the Company deposits with the Trustee money and/or Eligible
Instruments (including U.S. Government Obligations) sufficient to pay the
principal of and interest on the Senior Notes to Stated Maturity.
14. No Recourse Against Others.
No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or any part hereof or of the indebtedness
represented hereby, or upon any obligation, covenant or agreement of the
Indenture, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company (or any incorporator, shareholder,
officer or director of any predecessor or successor corporation), either
directly or through the Company (or of any predecessor or successor
corporation), whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released; provided, however, that nothing
herein shall be taken to prevent recourse to and the enforcement of the
liability, if any, of any shareholder or subscriber to capital stock upon or in
respect of the shares of capital stock not fully paid.
15. CUSIP Numbers.
The Company may cause CUSIP numbers to be printed on the Senior Notes as a
convenience to Holders. No representation is made as to the accuracy of such
numbers, and reliance may be placed only on the other identification numbers
printed hereon.
16. Authentication.
This Senior Note shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Senior Note.
17. Governing Law.
The Indenture and this Senior Note shall be governed by, and construed in
accordance with, the laws of the State of New York.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR NOTE*
The initial aggregate principal amount of the Senior Notes is $200,000,000.
The following increases or decreases in this Global Senior Note have been made:
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Date of Exchange Amount of decrease Amount of increase in Principal Amount of Signature of
in Principal Amount Principal Amount of Senior Notes authorized officer
of Senior Notes Senior Notes evidenced by this of Trustee or
evidenced by this evidenced by this Global Senior Note Securities Custodian
Global Senior Note Global Senior Note following such
decrease or increase
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* Insert if Senior Notes are in global form.
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