INTERCOMPANY CREDIT AGREEMENT
This agreement is entered into as of this 1st day of February, 2000, by
and among ReliaStar Life Insurance Company of New York ("RLNY"), a New York
domiciled life insurance company and each of the undersigned affiliated
companies of RLNY (RLNY and such affiliated companies are hereinafter
collectively called the "Companies" or individually the "Company").
RECITALS
WHEREAS, one or more of the Companies may, from time to time, have
funds available for short-term investment purposes or have a short-term need for
general working capital; and
WHEREAS, the Companies desire to enter into a written agreement, in
accordance with its terms and subject to conditions hereinafter set forth, by
which advances may be made to one another and by which the Companies may borrow
from one another; and
WHEREAS, the Companies are authorized to make advances to one another,
to borrow from one another, and to enter into this Agreement.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained, the Companies agree as follows:
ARTICLE I
AMOUNT AND TERMS OF ADVANCES AND BORROWINGS
1.01. PRIOR AGREEMENT. This Agreement replaces and supersedes all other
Intercompany Credit Agreements ("Prior Agreements"), and is effective as of the
above date, subject to required regulatory notifications and approvals.
1.02. REVOLVING CREDIT LINE. The Companies agree on the terms and
conditions hereinafter set forth to make advances to one another and to borrow
from one another from time to time from the date hereof until this Agreement is
terminated; provided, however, that Northern Life Insurance Company ("Northern")
shall not advance any funds to ReliaStar Financial Corp. ("RFC") hereunder until
the expiration of the Credit Agreement between Northern and RFC dated January
17, 1989. Subject to the preceding, the Companies may advance, borrow and repay
pursuant to the terms of this Agreement.
1.03. LIMITATION ON ADVANCES AND BORROWINGS. No advances or borrowings
may exceed, in the aggregate (which includes both principal and accrued
interest), for any one company, more than 5% of the lending party or borrowing
party's admitted assets as of December 31 of the preceding year.
93
1.04. INTEREST ON ADVANCES. The rate of interest on all advances will
be a variable rate of interest that will reset daily, based upon the immediately
preceding 30-day Fed Composite A1/P1 commercial paper rate as quoted in the Wall
Street Journal, plus 25 Basis Points (calculated on the basis of actual days
elapsed and on the basis of a 360-day year).
1.05. CONDITIONS TO ADVANCES. Notwithstanding anything to the contrary
herein, no party to this Agreement is obligated to make an advance to another
party unless, in the sole discretion of the lending party, it has sufficient
funds for short-term investment purposes and such advance will be an appropriate
investment under state regulations or corporate investment limitations for the
lending party. Any request for an advance shall be in accordance with any
statutory requirements and investment policy provisions applicable to the
borrowing and lending parties.
1.06. CONDITIONS OF BORROWING. The maximum term of a borrowing shall be
89 days. Interest accruing on all outstanding advances shall be due and payable
on demand by the lending parties but, until demand is made, in arrears, on the
last business day of each month until the unpaid principal and interest have
been paid in full. The outstanding principal balance of any advance shall be due
and payable upon demand by the lending party. Each borrowing party may, from
time to time, prepay all - or any part of any outstanding unpaid principal
without penalty or premium. All payments shall be applied to accrued and
outstanding interest with the balance, if any, applied to principal.
1.07. REQUESTING ADVANCES. Each request for an advance must be made by
an officer of the borrowing party and approved by an officer of the lending
party in the form of the document attached hereto as Exhibit A.
1.08. DOCUMENTATION. The obligations of any Company to repay all
Advances made to it pursuant to this Agreement, together with interest, are set
forth in this Agreement and shall be fully binding and enforceable without the
execution of any promissory note or other evidence of indebtedness.
Nevertheless, if any lending party so requests, a borrowing party hereto agrees
to duly execute and deliver to the Treasury of the lending company a negotiable
promissory note evidencing the advances available or outstanding hereunder, in
form and substance substantially similar to the Note attached hereto as Exhibit
B and satisfactory to the lending party. Expenses incurred and payment received
shall be allocated to each applicable company in conformity with customary
insurance accounting practices consistently applied and the books, accounts and
records of each applicable party shall be so maintained as to clearly and
accurately disclose the precise nature and details of the transactions,
including such accounting information as is necessary to support the
reasonableness of the charges or fees to the respective parties.
RECORDS OF ALL LOANS THAT ARE MADE UNDER THIS AGREEMENT AND ALL MONIES PAID BACK
SHALL BE KEPT BY THE AFFILIATED COMPANY, RELIASTAR INVESTMENT RESEARCH, INC.
("RIRI") ON BEHALF OF THE PARTIES. RIRI SHALL ALSO BE INVOLVED IN COORDINATING
THE LOANS AND PAY-BACKS ON BEHALF OF THE PARTIES.
94
ARTICLE II
MISCELLANEOUS
2.02. TERMINATION/WITHDRAWAL. This agreement will expire one year from
its date unless sooner extended by written agreement of both parties. Any such
extension must have the prior review and approval of the New York Insurance
Department, pursuant to New York Insurance Law Section 1505(d). However, any
party may elect to withdraw from this arrangement by sending written notice of
such withdrawal to the Chief Financial Officer of each of the other parties to
this Agreement. Notwithstanding any such withdrawal, all parties shall remain
obligated on their outstanding advances and interest accruing thereon until the
entire outstanding principal balances thereof with accrued interest are paid in
full.
2.02. REQUIRED FILINGS. In the event that the execution of this
Agreement or any specific loan transaction requires that disclosure be made to
any state or federal regulatory agency or department, or that documents be filed
with the state or federal regulatory agency or department, or that documents on
file with any state or federal regulatory agency be amended, then each party
shall on its own initiative, or at the request of the other, so disclose,
prepare and file such documents or amend such previously submitted documents as
necessary.
2.03. APPROVAL OF BOARD OF DIRECTORS OF RLNY. This Agreement requires
the approval of the Board of Directors of RLNY.
2.04. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the substantive laws of the State of New York.
2.05. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed .to be an original, but all which together shall
constitute the same instrument.
2.06. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. However, no party shall assign its rights and obligations under this
Agreement without the prior written consent of the other parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.
ReliaStar Financial Corp.
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
ReliaStar Life Insurance Company of New York
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
Northern Life Insurance Company
95
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PrimeVest Financial Services, Inc.
/s/ Xxxxxxx Xxxxxxx
XXXXXXX XXXXXXX
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ReliaStar Investment Research, Inc.
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ReliaStar Life Insurance Company
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
Successful Money Management Seminars, Inc.
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
Washington Square Securities, Inc.
/s/ Xxxx X. Xxxxxxxxxx
------------------------------------------------
XXXX X. XXXXXXXXXX
PRESIDENT AND CHIEF EXECUTIVE OFFICER
96
Security-Connecticut Life Insurance Company
/s/ Xxxxxxx X. Xxxxx
------------------------------------------------
XXXXXXX X. XXXXX
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
97
EXHIBIT A
FORM OF REQUEST FOR ADVANCES
Pursuant to the terms of the Intercompany Credit Agreement dated
, 1999, the duly elected
------------------ ------------------------------
of ("Borrower") hereby requests an
------------------- -------------------------
advance in the amount of $ to be advanced as of
----------
, 1999.
---------------------------
Date:
--------------------------- ---------------------------------
(Borrower)
---------------------------------
Officer
APPROVAL
I, , the duly elected of
-------------------- -----------------------------------
("Lender") hereby approve the above advance.
-----------------------------------
Date:
--------------------------- ---------------------------------
(Lender)
---------------------------------
Officer
98
EXHIBIT B
VARIABLE RATE NOTE
This Variable Rate Note is effective the day of , 1999 by
------ --------------
and between ("Lender") and ("Borrower").
--------------------- ------------
The Borrower promises to pay to the order of the Lender, in lawful money of the
United States of America, the principal sum as shown on the attached "Form of
Request for Advances", together with interest, on or before .
-------------------
The advances shall bear a rate of interest equal to the immediately preceding
30-day Fed Composite A-1/P-1 commercial paper rate as published in the Wall
Street Journal, plus 25 Basis Points reset daily (calculated on the basis of
actual days elapsed and on the basis of a 360-day year). Interest shall accrue
on all outstanding advances on the last business day of the month or on any
payment date until the unpaid principal and interest have been paid in full to
the Lender. Interest accruing on all outstanding advances shall be due and
payable on demand by the Lender but, until demand is made, in arrears, on the
last business day of each month until the unpaid principal and interest have
been paid in full.
The outstanding principal balance of any advance shall be due and payable upon
demand of the Lender, but until demand is made, the Borrower may prepay all or
any part of the unpaid principal amount of any advance and interest.
This Variable Rate Note shall be construed and enforced in accordance with the
substantive laws of the State of New York.
-------------------------------------- -----------------------------------
(BORROWER) (LENDER)
By:
--------------------------------- -----------------------------------
Its:
--------------------------------- -----------------------------------
(TITLE) (TITLE)
99
