FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.21
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of
December 20, 2007, is among REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
“Company” and a “Loan Party”), 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., RGA GLOBAL
REINSURANCE COMPANY, LTD., and RGA INTERNATIONAL REINSURANCE COMPANY LIMITED (each a “Loan
Party” and, together with the Company, the “Loan Parties”), the several Lenders (as
such term is defined in the hereinafter described Credit Agreement) parties to this First
Amendment, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”).
R E C I T A L S:
A. The Loan Parties, the Administrative Agent, Wachovia Bank, National Association, as
Syndication Agent, and ABN AMRO Bank N.V., The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. New York Branch, and KeyBank National Association, collectively as Co-Documentation Agents,
and several Lenders party thereto entered into that certain Credit Agreement dated as of September
24, 2007 (as the same may be amended, restated or modified from time to time, the “Credit
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement.
B. The Borrower has advised the Administrative Agent that it desires to amend the Credit
Agreement to modify certain terms and conditions under the Credit Agreement.
C. The Required Lenders parties to this First Amendment are willing to agree to the
above-described amendment, subject to the performance and observance in full of each of the
covenants, terms and conditions, and in reliance upon all of the representations and warranties of
the Loan Parties, set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and
in reliance upon the representations and warranties, in each case contained herein, the parties
hereto agree hereby as follows:
ARTICLE I
Amendment
Section 1.01 Amendment to Definition in Section 1.01. Effective as of the Effective Date
(as defined in Section 4.05), the definition of “Permitted Liens” in Section 1.01 of the
Credit Agreement is amended by (i) relettering clause (s) as clause (t), (ii) deleting the word
“and” at the end of clause (r) and (iii) inserting the following new clause (s):
(s) to secure Indebtedness of the Company or any Subsidiary permitted under Section
7.03 and incurred in connection with the Alternative Reserve Agreements for Parkway Reinsurance
Company (which is a Captive Subsidiary), any Lien on the following:
(i) Investments and cash balances of the Company or any Subsidiary party to such
Alternative Reserve Agreements;
(ii) the Company’s or a Subsidiary’s rights in such Alternative Reserve Agreements and
other agreements executed in connection therewith; and
(iii) the Equity Interests of Parkway Reinsurance Company; and
ARTICLE II
Conditions Precedent
Section 2.01 Conditions Precedent. The parties hereto agree that this First Amendment
and the amendment to the Credit Agreement contained herein shall not be effective until the
satisfaction of each of the following conditions precedent:
(a) Execution and Delivery of this First Amendment. The Administrative Agent
shall have received a copy of this First Amendment executed and delivered by each Loan Party
and by the Required Lenders.
(b) Representations and Warranties. Each of the representations and warranties
made in this First Amendment shall be true and correct on and as of the Effective Date as if
made on and as of such date, both before and after giving effect to this First Amendment.
(c) Loan Documents. The Administrative Agent shall have received all such Loan
Documents as may be deemed necessary or advisable by the Administrative Agent.
(d) Resolutions. The Administrative Agent shall have received a certified
resolution of the Board of Directors of each of the Loan Parties authorizing the execution,
delivery and performance of this First Amendment.
(e) Fees and Expenses. The Borrower shall pay the estimated fees, costs and
out-of-pocket expenses incurred by counsel to the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this First Amendment and all
transaction contemplated hereby and thereby.
(f) Other Documents and Instruments. The Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent and its counsel,
such other documents, certificates and instruments as the Administrative Agent shall
require.
ARTICLE III
Representations and Warranties
Section 3.01 Representations and Warranties. To induce the Administrative Agent and
the several Lenders parties hereto to enter into this First Amendment and to grant the amendments
contained herein, each of the Loan Parties represents and warrants to the Administrative Agent and
the Lenders as follows:
(a) Authorization; No Contravention. The execution, delivery and performance
by each of the Loan Parties of this First Amendment have been duly authorized by all
necessary corporate or other organizational action and do not and will not (i) contravene
the terms of any Organizational Documents of any Loan Party, (ii) conflict with or result in
any breach or contravention of, or the creation of any Lien under, or require any payment to
be made under any material Contractual Obligation to which any Loan Party is a party or the
properties of such Loan Party or any of its Material Subsidiaries or any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which any Loan Party
is a party or its property is subject, or (iii) violate any Law.
(b) Governmental Authorization. No approval, consent, exemption, authorization
or other action by, or notice to, or filing with, any Governmental Authority is necessary or
required in connection with the execution, delivery, performance or enforcement of this
First Amendment.
(c) No Default. After giving effect to this First Amendment, no Default exists
under any of the Loan Documents. No Loan Party is in default under or with respect to (i)
its Organizational Documents or (ii) any material Contractual Obligation of such Person.
(d) Binding Effect. This First Amendment and the Credit Agreement as amended
hereby constitute the legal, valid and binding obligations of the Loan Parties, enforceable
against such Loan Parties in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally.
(e) Representations and Warranties. The representations and warranties set
forth in Article V of the Credit Agreement (other than Section 5.06 of the Credit Agreement)
and the other Loan Documents are true and correct in all material respects on and as of the
date hereof, after giving effect to the amendments contemplated in this First Amendment, as
if such representations and warranties were being made on and as of the date hereof, except
to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as of such
earlier date.
ARTICLE IV
Miscellaneous
Section 4.01 Ratification of Loan Documents. Except for the specific amendments
expressly set forth in this First Amendment, the terms, provisions, conditions and covenants of the
Credit Agreement and the other Loan Documents remain in full force and effect and are hereby
ratified and confirmed, and the execution, delivery and performance of this First Amendment shall
not in any manner operate as a waiver of, consent to or amendment of any other term, provision,
condition or covenant of the Credit Agreement or any other Loan Document.
Section 4.02 Fees and Expenses. The Company agrees to pay on demand all reasonable
costs and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution, and delivery of this First Amendment, and any other documents prepared in connection
herewith or therewith, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent.
Section 4.03 Headings. Article, section and subsection headings in this First
Amendment are included herein for convenience of reference only and shall not constitute a part of
this First Amendment for any other purpose or be given any substantive effect.
Section 4.04 Applicable Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES.
Section 4.05 Counterparts and Effective Date. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document. This First Amendment shall become effective when the
Administrative Agent has received counterparts of this First Amendment executed by the Loan Parties
and the Required Lenders and each of the conditions precedent set forth in Article II above
has been satisfied (the “Effective Date”).
Section 4.06 Confirmation of Loan Documents. As a material inducement to the Lenders
to agree to amend the Credit Agreement as set forth herein, the Loan Parties hereby (i) acknowledge
and confirm the continuing existence, validity and effectiveness of the Loan Documents to which
they are parties, and (ii) agree that the execution, delivery and performance of this First
Amendment shall not in any way release, diminish, impair, reduce or otherwise adversely affect such
Loan Documents.
Section 4.07 References to the Credit Agreement. Upon and during the effectiveness of
this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or
words of like import shall mean and be a reference to the Credit Agreement, as amended by this
First Amendment.
Section 4.08 Final Agreement. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered by their proper and duly authorized officers effective as of the Effective Date.
| LOAN PARTIES: REINSURANCE GROUP OF AMERICA, INC. REINSURANCE COMPANY OF MISSOURI INCORPORATED RGA REINSURANCE COMPANY |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President, Controller & Treasurer of each Person listed above |
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| RGA LIFE REINSURANCE COMPANY OF CANADA |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President, Client Services and Chief Financial Officer |
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| RGA REINSURANCE COMPANY (BARBADOS), LTD. RGA AMERICAS REINSURANCE COMPANY, LTD. RGA WORLDWIDE REINSURANCE COMPANY, LTD. |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President & Treasurer of each Person listed above |
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| RGA GLOBAL REINSURANCE COMPANY, LTD. |
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| By: | /s/Xxxx Nitsou | |||
| Name: | Xxxx Nitsou | |||
| Title: | Senior Vice President | |||
| RGA INTERNATIONAL REINSURANCE COMPANY LIMITED |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Director and General Manager | |||
| ADMINISTRATIVE AGENT, SYNDICATION AGENT, CO-DOCUMENTATION AGENTS, SWING LINE LENDER, L/C ISSUER AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender |
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| By: | /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx | ||||
| Director | ||||
| ABN AMRO BANK N.V., as a Co-Documentation Agent and as a Lender |
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| By: | /s/ Xxxxxxx XxXxxxx | |||
| Name: | Xxxxxxx XxXxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Director | |||
| THE BANK OF NEW YORK, as Co-Documentation Agent and as a Lender |
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| By: | /s/ Xxxxxx XxXxxxxx | |||
| Name: | Xxxxxx XxXxxxxx | |||
| Title: | Vice President | |||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH, as Co-Documentation Agent and as a Lender |
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| By: | /s/ Chimie T. Pemba | |||
| Name: | Chimie T. Pemba | |||
| Title: | Authorized Signatory | |||
| KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
| LANDESBANK HESSEN-THURINGGEN NEW YORK BRANCH, as a Lender |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/s Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| SOCIETE GENERALE, as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| CALYON NEW YORK BRANCH, as a Lender |
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| By: | /s/ Xxxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxx | |||
| Title: | Managing Director | |||
| CREDIT SWISSE CAYMAN ISLANDS BRANCH, as a Lender |
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| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender |
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| By: | /s/ Xxxx X. XxXxxx | |||
| Name: | Xxxx X. XxXxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| USB AG STAMFORD BRANCH, as a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Assistant Director | |||
| ROYAL BANK OF CANADA, as a Lender |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
