termloanamendment






                                                               Execution Version                              FIRST AMENDMENT TO             SECOND AMENDED AND RESTATED CREDIT AGREEMENT         This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT  AGREEMENT (this “Amendment”), dated as of April 8, 2020, is entered into by and among  GLOBE LIFE INC., a Delaware corporation formerly known as Torchmark Corporation (the  “Borrower”), TMK RE, LTD., a Bermuda reinsurance corporation (“TMK” and together with the  Borrower, collectively, the “Loan Parties” and each a “Loan Party”), the Lenders party hereto, and  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.                                    RECITALS         A.   The  Loan  Parties,  the  several  lenders  from  time  to  time  party  thereto  (the  “Lenders”), and the Administrative Agent are party to the Second Amended and Restated Credit  Agreement, dated as of May 17, 2016 (the “Credit Agreement”).  Capitalized terms used but not  defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended  by this Amendment.         B.    The Loan Parties have requested that the Lenders amend the Credit Agreement on  the terms and conditions set forth herein.                           STATEMENT OF AGREEMENT         NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  other  good  and  valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto  agree as follows:                                    ARTICLE I                      AMENDMENTS TO CREDIT AGREEMENT         1.1   Section 1.01 of the Credit Agreement is hereby amended by adding the following  defined term in appropriate alphabetical order:               “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any        UK Financial Institution.”               “Designated Jurisdiction” means any country or territory to the extent that such        country or territory itself is the subject of any Sanction.”               “OFAC”  means  the  Office  of  Foreign  Assets  Control  of  the  United  States        Department of the Treasury.”               “Resolution Authority” means an EEA Resolution Authority or, with respect to any        UK Financial Institution, a UK Resolution Authority.”               “Term Loan Agreement” means the 364-Day Term Loan Agreement to be entered        into among the Borrower, the lenders from time to time party thereto and Bank of America, 





 






      N.A. as administrative agent, providing for term loans to the Borrower in an aggregate        principal amount not exceeding $300,000,000, and any refinancings, refundings, renewals        or extensions thereof.”               “UK Financial Institution” means any BRRD Undertaking (as such term is defined        under  the  PRA  Rulebook  (as  amended  form  time  to  time)  promulgated  by  the  United        Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the        FCA  Handbook  (as  amended  from  time  to  time)  promulgated  by  the  United  Kingdom        Financial  Conduct  Authority,  which  includes  certain  credit  institutions  and  investment        firms, and certain affiliates of such credit institutions or investment firms.”               “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public        administrative  authority  having  responsibility  for  the  resolution  of  any  UK  Financial        Institution.”         1.2   The  definition  of  “Bail-In  Action”  in  Section  1.01  of  the  Credit  Agreement  is  hereby amended and restated as follows:               “Bail-In Action” means the exercise of any Write-Down and Conversion Powers        by the applicable Resolution Authority in respect of any liability of an Affected Financial        Institution.”         1.3   The definition of “Bail-In Legislation” in Section 1.01 of the Credit Agreement is  hereby amended and restated as follows:               “Bail-In  Legislation”  means  (a)  with  respect  to  any  EEA  Member  Country        implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the        Council of the European Union, the implementing law, regulation rule or requirement for        such  EEA  Member  Country  from  time  to  time  which  is  described  in  the  EU  Bail-In        Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United        Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation        or rule applicable in the United Kingdom relating to the resolution of unsound or failing        banks, investment firms or other financial institutions or their affiliates (other than through        liquidation, administration or other insolvency proceedings).”         1.4   The  definition  of  “Write-Down  and  Conversion  Powers”  in  Section  1.01  of  the  Credit Agreement is hereby amended and restated as follows:               “Write-Down  and  Conversion  Powers”  means,  (a)  with  respect  to  any  EEA        Resolution  Authority,  the  write-down  and  conversion  powers  of  such  EEA  Resolution        Authority from time to time under the Bail-In Legislation for the applicable EEA Member        Country,  which  write-down  and  conversion  powers  are  described  in  the  EU  Bail-In        Legislation Schedule,  and (b) with respect  to the United Kingdom,   any  powers  of the        applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or        change the form of a liability of any UK Financial Institution  or any contract or instrument        under which that liability arises, to convert all or part of that liability into shares, securities        or  obligations  of  that  person  or  any  other  person,  to  provide  that  any  such  contract  or        instrument is to have effect as if a right had been exercised under it or to suspend any                                   SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






      obligation in respect of that liability or any of the powers under that Bail-In Legislation        that are related to or ancillary to any of those powers.”         1.5   The definition of “Sanctions” in Section 1.01 of the Credit Agreement is hereby  amended and restated as follows:               “Sanctions”  means  any  sanction  administered  or  enforced  by  the  United  States        Government (including without limitation, OFAC), the United Nations Security Council,        the  European  Union,  Her  Majesty’s  Treasury  (“HMT”)  or  other  relevant  sanctions        authority.”         1.6   Section 5.23 of the Credit Agreement is hereby amended and restated as follows:               “5.23  OFAC; Anti-Corruption Laws.                       (a)  No Loan Party nor any of its Subsidiaries, nor, to the knowledge of              such Loan Party and its Subsidiaries, any director, officer, employee, agent, affiliate              or representative thereof, is an individual or entity that is, or is owned or controlled              by one or more individuals or entities that are (a) currently the subject or target of              any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals or              HMT’s  Consolidated  List  of  Financial  Sanctions  Targets,  or  any  similar  list              enforced  by  any  other  relevant  sanctions  authority  or  (c)  located,  organized  or              resident in a Designated Jurisdiction.  Each Loan Party and its Subsidiaries have              conducted their businesses in compliance in all material respects with all applicable              Sanctions and have instituted and maintained policies and procedures designed to              promote and achieve compliance with such Sanctions.                     (b)  Each  Loan  Party  and  its  Subsidiaries  have  conducted  their              businesses in compliance in all material respects with the United States Foreign              Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-             corruption  legislation  in  other  jurisdictions  and  have  instituted  and  maintained              policies and procedures designed to promote and achieve compliance with such              laws.”         1.7   Article VI of the Credit Agreement is hereby amended by adding the following new  Section 6.15 at the end thereof:               “6.15  Anti-Corruption Laws; Sanctions.  Conduct its businesses in compliance        in all material respects with the United States Foreign Corrupt Practices Act of 1977, the        UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions        and  with  all  applicable  Sanctions,  and  maintain  policies  and  procedures  designed  to        promote and achieve compliance with such laws and Sanctions.”         1.8   Section  7.09  of  the  Credit  Agreement  is  hereby  amended  by  replacing  the  first  parenthetical therein with “(other than this Agreement, any other Loan Document and the Term  Loan Agreement)”.                                       SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






      1.9   Article VII of the Credit Agreement is hereby amended by adding the following  new Section 7.13 and Section 7.14 at the end thereof:               “7.13  Sanctions.  Directly or indirectly, use the proceeds of any Credit Extension,        or  lend,  contribute  or  otherwise  make  available  such  proceeds  to  any  Subsidiary,  joint        venture partner or other Person, to fund any activities of or business with any Person that,        at the time of such funding, is the subject of Sanctions, or in any other manner that will        result in a violation by any Person (including any Person participating in the transaction,        whether as Lender, Arranger, Administrative Agent, or otherwise) of Sanctions.               7.14  Anti-Corruption  Laws.   Directly  or  indirectly  use  the  proceeds  of  any        Credit Extension for any purpose which would breach the United States Foreign Corrupt        Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in        other jurisdictions.”         1.10  Section 8.01(e) of the Credit Agreement is hereby amended by adding “under the  Term Loan Agreement or” immediately following the second parenthetical in clause (i)(A) thereof.         1.11  Section 10.22 of the Credit Agreement is hereby amended by (a) deleting the phrase  “EEA Financial Institution” where it appears in such Section and substituting the phrase “Affected  Financial Institution” therefor, and (b) deleting the phrases “an EEA Resolution Authority” and  “any EEA Resolution Authority” where each such phrase appears in such Section and substituting  the phrase “the applicable Resolution Authority” therefor.         1.12  Article X of the Credit Agreement is hereby amended by adding the following new  Section 10.23 at the end thereof:               “10.23  Acknowledgement Regarding Any Supported QFCs.  To the extent that        the  Loan  Documents  provide  support,  through  a  guarantee  or  otherwise,  for  Swap        Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit        Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as        follows  with  respect  to  the  resolution  power  of  the  FDIC  under  the  Federal  Deposit        Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection        Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution        Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions        below applicable notwithstanding that the Loan Documents and any Supported QFC may        in fact be stated to be governed by the laws of the State of New York and/or of the United        States or any other state of the United States):               (a)  In the event a Covered  Entity that is party  to a Supported QFC (each, a        “Covered  Party”)  becomes  subject  to  a  proceeding  under  a  U.S.  Special  Resolution        Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support        (and any interest and obligation in or under such Supported QFC and such QFC Credit        Support, and any  rights  in property securing such Supported QFC or such QFC Credit        Support) from such Covered Party will be effective to the same extent as the transfer would        be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC        Credit Support (and any such interest, obligation and rights in property) were governed by                                    SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






the laws of the United States or a state of the United States. In the event a Covered Party  or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.  Special  Resolution  Regime,  Default  Rights  under  the  Loan  Documents  that  might  otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised  against such Covered Party are permitted to be exercised to no greater extent than such  Default  Rights  could  be  exercised  under  the  U.S.  Special  Resolution  Regime  if  the  Supported QFC and the Loan Documents were governed by the laws of the United States  or a state of the United States. Without limitation of the foregoing, it is understood and  agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in  no event affect the rights of any Covered Party with respect to a Supported QFC or any  QFC Credit Support.         (b)  As  used  in  this  Section  10.23,  the  following  terms  have  the  following  meanings:         “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under,  and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.         “Covered Entity” means any of the following:         (i)  a “covered entity” as that term is defined in, and interpreted in accordance              with, 12 C.F.R. § 252.82(b);         (ii)  a “covered bank” as that term is defined in, and interpreted in accordance              with, 12 C.F.R. § 47.3(b); or         (iii)  a “covered FSI” as that term is defined in, and interpreted in accordance              with, 12 C.F.R. § 382.2(b).         “Default Right” has the meaning assigned to that term in, and shall be interpreted  in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.         “QFC” has the meaning assigned to the term “qualified financial contract” in, and  shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”                              SIGNATURE PAGE TO         FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                                 ARTICLE II                         CONDITIONS OF EFFECTIVENESS         2.1   The amendments set forth in ARTICLE I shall become effective as of the date  when, and only when, the Administrative Agent shall have received an executed counterpart of  this Amendment from each Loan Party and Lenders constituting the Required Lenders.                                    ARTICLE III                      REPRESENTATIONS AND WARRANTIES         3.1   To induce the Administrative Agent and the Lenders to enter into this Amendment,  each Loan Party represents and warrants to the Administrative Agent and the Lenders on and as of  the date hereof, that: (i) it has taken all necessary action to authorize the execution, delivery and  performance of this Amendment, (ii) this Amendment has been duly executed and delivered by  such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations, enforceable  in  accordance  with  its  terms,  except  as  such  enforcement  may  be  limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to  time in effect which affect the enforcement of creditors’ rights in general and the availability of  equitable remedies, (iii) no consent, approval, authorization or order of, or filing, registration or  qualification with, any court or Governmental Authority or third party is required in connection  with  the  execution,  delivery  or  performance  by  such  Loan  Party  of  this  Amendment,  (iv)  the  representations and warranties set forth in Article V of the Credit Agreement are true and correct  as of the date hereof (except for those which expressly relate to an earlier date, in which case they  shall be true and correct as of such earlier date), (v) both before and after giving effect to this  Amendment, no event has occurred and is continuing which constitutes a Default or an Event of  Default and (vi) the Obligations are not reduced by this Amendment and are not subject to any  offsets, defenses or counterclaims.                                    ARTICLE IV                   ACKNOWLEDGEMENT AND CONFIRMATION         4.1   Each  Loan  Party  hereby  confirms  and  agrees  that,  after  giving  effect  to  this  Amendment, the Credit Agreement and the other Loan Documents to which it is a party remain in  full force and effect and enforceable against such party in accordance with their respective terms,  as modified hereby, and shall not be discharged, diminished, limited or otherwise affected in any  respect.                                    ARTICLE V                                 MISCELLANEOUS         5.1   Governing  Law.   THIS  AMENDMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  NEW  YORK  (WITHOUT  REGARD  TO  THE  CONFLICTS  OF  LAW  PROVISIONS  THEREOF).                                   SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






      5.2   Loan  Document.   As  used  in  the  Credit  Agreement,  “hereinafter,”  “hereto,”  “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Credit  Agreement after amendment by this Amendment.  Any reference to the Credit Agreement or any  of the other Loan Documents herein or in any such documents shall refer to the Credit Agreement  and the other Loan Documents as amended hereby.  This Amendment is limited to the matters  expressly  set  forth  herein,  and  shall  not  constitute  or  be  deemed  to  constitute  an  amendment,  modification or waiver of any provision of the Credit Agreement except as expressly set forth  herein.   This  Amendment  shall  constitute  a  Loan  Document  under  the  terms  of  the  Credit  Agreement.         5.3   Expenses.   The  Loan  Parties  shall  pay  all  reasonable  and  documented  fees  and  expenses of counsel to the Administrative Agent in connection with the preparation, negotiation,  execution and delivery of this Amendment.         5.4   Severability.  To the extent any provision of this Amendment is prohibited by or  invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the  extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or  invalidating  such  provision  in  any  other  jurisdiction  or  the  remaining  provisions  of  this  Amendment in any jurisdiction.         5.5   Successors  and  Assigns.   This  Amendment  shall  be  binding  upon,  inure  to  the  benefit of and be enforceable by the respective successors and permitted assigns of the parties  hereto.         5.6   Construction.   The  headings  of  the  various  sections  and  subsections  of  this  Amendment have been inserted for convenience only and shall not in any way affect the meaning  or construction of any of the provisions hereof.         5.7   Counterparts; Integration.  This Amendment may be executed and delivered via  facsimile or electronic format with the same force and effect as if an original were executed and  may be signed in any number of counterparts, each of which shall be an original, with the same  effect as if the signatures hereto were upon the same instrument.  The words “executed,” “signed,”  “signature,” and words of like import in shall be deemed to include electronic signatures or the  keeping of records in electronic form, each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature or the use of a paper-based recordkeeping system,  as the case may be, to the extent and as provided for in any Applicable Law, including the Federal  Electronic  Signatures  in  Global  and  National  Commerce  Act,  the  New  York  State  Electronic  Signatures  and  Records  Act,  or  any  other  similar  state  laws  based  on  the  Uniform  Electronic  Transactions Act.  This Amendment constitutes the entire contract among the parties hereto with  respect  to  the  subject  matter  hereof  and  supersedes  any  and  all  prior  agreements  and  understandings, oral or written, relating to the subject matter hereof.                        [remainder of page intentionally left blank]                                   SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amendment  to  be  executed by their duly authorized officers as of the date first above written.                                       GLOBE LIFE INC.                                       By:         /s/ Frank M. Svoboda                                                                    Name:  Frank M. Svoboda                                      Title:  Executive Vice President and Chief                                             Financial Officer                                         TMK RE, LTD.                                       By:         /s/ W. Michael Pressley                                                                       Name:  W. Michael Pressley                                      Title:  President                                                                                SIGNATURE PAGE TO               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 





 






                                       WELLS FARGO BANK, NATIONAL                         ASSOCIATION, as Administrative Agent and as a                         Lender                          By:         /s/ Jason Hafener                                                                   Name:  Jason Hafener                          Title:  Managing Director                                      SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 





 






                                       Bank of America, N.A., as Syndication Agent and                         as a Lender                          By:         /s/ Hema Kishnani                          Name:  Hema Kishnani                         Title:  Director                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 





 






                       U.S. BANK NATIONAL ASSOCIATION, as a                         Lender                          By:         /s/ Glenn Schuermann                                  Name:  Glenn Schuermann                         Title:  Vice President                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       BBVA USA, as a Lender                          By:         /s/ Steve Ray                                         Name:  Steve Ray                         Title:  Executive Director                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       TRUIST BANK (AS SUCCESSOR BY MERGER                         TO SUNTRUST BANK) as a Lender                                                                           By:         /s/ Andrew Johnson                                    Name:  Andrew Johnson                         Title:  Managing Director                                                                SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       TRUIST BANK (AS SUCCESSOR BY                          MERGER TO BB&T) as a Lender                                                                           By:         /s/ Troy R. Weaver                                    Name:  Troy R. Weaver                         Title:  Senior Vice President                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       COMERICA BANK, as a Lender                                                                           By:         /s/ John Smithson                                     Name:  John Smithson                         Title:  Vice President                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       KeyBank National Association, as a Lender                                                                           By:         /s/ Alyssa Suckow                                     Name:  Alyssa Suckow                         Title:  Vice President                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       REGIONS BANK, as a Lender                                                                           By:         /s/ Hichem Kerma                                      Name:  Hichem Kerma                         Title:  Managing Director                                       SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                       The Northern Trust Company, as a Lender                                                                           By:         /s/ Christopher Lyle McKean                           Name:  Christopher Lyle McKean                         Title:  Senior Vice President                                                SIGNATURE PAGE TO  FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT