EXHIBIT 10.22
AMENDMENT NO. 2
Dated as of July 16,2002
to
CREDIT AGREEMENT
Dated as of May 24, 2000
REINSURANCE GROUP OF AMERICA, INCORPORATED, as Borrower, the BANKS
party hereto and THE BANK OF NEW YORK, as Administrative Agent, agree as
follows:
1. Credit Agreement. Reference is made to the Credit Agreement, dated
as of May 24, 2000 among Reinsurance Group of America, Incorporated, as
Borrower, The Bank of New York, as Administrative Agent, Bank of America, N.A.,
as Syndication Agent, Fleet National Bank, as Documentation Agent, and Royal
Bank of Canada, as Co-Agent (as amended prior to the date hereof, the "Credit
Agreement"). Terms used but not defined in this Amendment (this Amendment") are
used herein with the meaning ascribed to them in the Credit Agreement.
2. Amendments. On and after the Effective Date (as defined below), the
Credit Agreement shall be amended as follows:
(a) The following new definition shall be added in the correct
alphabetical order to Section 10.01 of the Credit Agreement:
"Insurance Subsidiary Guaranty" means any Guaranty issued by
the Borrower guaranteeing the liability of any Subsidiary that
is an Insurance Company in respect of any reinsurance
underwritten by such Subsidiary.
(b) The following definitions in Section 10.01 of the Credit Agreement
shall be amended and restated in their entirety to read as follows:
"Consolidated Indebtedness" means, at any time, the
consolidated Indebtedness of the Borrower and the Consolidated
Subsidiaries as of such time; provided, however, for purposes
of calculating the covenant contained in Section 4.21,
Consolidated Indebtedness shall not include (i) the obligation
of the Borrower or any Subsidiary that is an Insurance Company
under letters of credit to the extent undrawn supporting the
liability of such Subsidiary in respect of any reinsurance
underwritten by such Subsidiary, (ii) the obligation of the
Borrower under any Insurance Subsidiary Guaranty to the extent
no demand has been made or deemed made on such Insurance
Subsidiary Guaranty and (iii) the aggregate outstanding
Indebtedness evidenced by the Trust Preferred Securities to
the extent the accreted value of such Indebtedness does not
exceed the TPS Exclusion Amount.
"Permitted Guaranty" means any Guaranty that (a) is an
endorsement of a check for collection in the ordinary course
of business, (b) is a Guaranty of and only of the obligations
of the Borrower under the Loan Documents, (c) constitutes
Indebtedness for purposes of calculating the covenant in
Section 4.21, (d) is a Trust Guaranty, (e) is an Insurance
Subsidiary Guaranty or (f) is a Guaranty, not otherwise
specifically covered in this definition, of Liabilities of a
Subsidiary in an aggregate amount at any time outstanding not
exceeding $15,000,000.
3. Continuing Effect of Credit Agreement. The provisions of the Credit
Agreement are and shall remain in full force and effect and are hereby in all
respects confirmed, approved and ratified.
4. Representations and Warranties. In order to induce the
Administrative Agent and the Banks to agree to this Amendment, the Borrower
hereby represents and warrants as follows:
Each representation and warranty made by the Borrower in any Loan
Document is, both before and after giving effect to this Amendment, true and
correct at and as of the Effective Date, and, both before and after giving
effect to this Amendment, no Default or Event of Default is continuing at and as
of the Effective Date.
5. 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 Borrower, 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 Agent (if an invoice for such
fees and disbursements of such counsel has been delivered to the Borrower).
6. 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.
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7. 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.
8. 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 No. 2
to be executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: SVP, Controller and Treasurer
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By:
--------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
as a Bank
By:
--------------------------------------
Name:
Title:
FLEET NATIONAL BANK
as a Bank
By:
--------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
as a Bank
By:
--------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By:
---------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
BY: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
BANK OF AMERICA, N.A.
as a Bank
By:
---------------------------------------
Name:
Title:
FLEET NATIONAL BANK
as a Bank
By:
---------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
as a Bank
By:
---------------------------------------
Name:
Title:
IN WITNESS WHEREOF,the parties hereto have caused this Amendment No. 2
to be executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By:
---------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By:
---------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
as a Bank
By: /s/ Xxxxxx Xxxx
---------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
FLEET NATIONAL BANK
as a Bank
By:
---------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
as a Bank
By:
---------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By:
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
as a Bank
By:
-------------------------------------
Name:
Title:
FLEET NATIONAL BANK
as a Bank
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Director
ROYAL BANK OF CANADA
as a Bank
By:
-------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their duly authorized officers all as of the date first above
written.
REINSURANCE GROUP OF AMERICA,
INCORPORATED, as Borrower
By:
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent and as a Bank
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
as a Bank
By:
-------------------------------------
Name:
Title:
FLEET NATIONAL BANK
as a Bank
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
as a Bank
By: /s/ Xxxxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Senior Manager
MELLON BANK, N.A.
as a Bank
By:
-------------------------------------
Name:
Title:
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