Fourth Amendment to Credit Agreement


 Exhibit 10.1 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
 THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth
Amendment”), dated as of June 16, 2009, is entered into among TORCHMARK CORPORATION, a Delaware corporation (the “Borrower”), TMK RE LTD., a Bermuda reinsurance corporation (“TMK”), the lenders listed on the
signature pages hereof as Lenders (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 BACKGROUND 
 A. The Borrower, the Lenders, the Administrative Agent, the Swing Line Lender and the
L/C Issuer are parties to that certain Credit Agreement, dated as of November 18, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of June 9, 2006, that certain Second Amendment to Credit Agreement, dated as
of August 31, 2006, and that certain Third Amendment to Credit Agreement, dated as of October 30, 2008 (said Credit Agreement, as amended, the “Credit Agreement”). The terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit Agreement. 
 B. The Borrower has requested certain amendments to the
Credit Agreement. 
 C. The Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer hereby agree to amend the Credit
Agreement, subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent covenant and
agree as follows: 
 1. AMENDMENTS. Section 7.09 of the Credit Agreement is hereby amended to read as follows: 

7.09 Burdensome Agreements. The Borrower shall not, nor shall it permit any Subsidiary to, subject to limitations imposed by
Law, enter into any Contractual Obligation (other than this Agreement, any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the
Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; or (b) requires the grant of a
Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that the foregoing restrictions of this Section 7.09 shall not be applicable to
(i) Section 1007 (as in effect on the date hereof) of that certain Indenture dated as of February 1, 1987 by and between the Borrower and Morgan Guaranty Trust Company of New York, as amended or supplemented through the date hereof or
as further supplemented with respect to the issuance of up to $500,000,000 of additional senior notes thereunder or (ii) any incorporation by reference of such Section 1007 into 







 
the senior notes issued pursuant to the related Second Supplemental Indenture dated as of June 23, 2006 or into any such additional senior notes.

 2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and
warrants that, as of the date hereof: 
 (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date; 
 (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; 
 (c) (i) each of the Borrower and TMK has full power and authority to execute and deliver this Fourth Amendment, (ii) this Fourth Amendment
has been duly executed and delivered by each of the Borrower and TMK, and (iii) this Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Borrower and TMK enforceable
in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as
rights to indemnity may be limited by federal or state securities laws; 
 (d) neither the execution, delivery and performance of this Fourth
Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of the Borrower or TMK, or any indenture, agreement or other
instrument to which the Borrower or TMK or any of their respective property is subject; and 
 (e) no authorization, approval, consent, or
other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by the Borrower or TMK of this Fourth Amendment. 
 3. CONDITIONS TO EFFECTIVENESS. This Fourth Amendment shall be effective upon satisfaction or completion of the following: 
 (a) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Required Lenders; 
 (b) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by each of the Borrower and TMK; and 
 (c) 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 reasonably require. 
  

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 4. REFERENCE TO THE CREDIT AGREEMENT. 
 (a) Upon the effectiveness of this Fourth 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 affected and amended hereby. 
 (b) The Credit Agreement, as
amended by the amendments referred to above, shall remain in full force and effect and is hereby ratified and confirmed. 
 5. COSTS,
EXPENSES AND TAXES. Each Loan Party 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 Fourth Amendment and the other instruments
and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto). 
 6. EXECUTION IN COUNTERPARTS. This Fourth 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 to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Fourth Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto
to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the
counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. 
 7. GOVERNING LAW; BINDING EFFECT. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within
such state, provided that each party shall retain all rights arising under federal law, and shall be binding upon the parties hereto and their respective successors and assigns. 
 8. HEADINGS. Section headings in this Fourth Amendment are included herein for convenience of reference only and shall not constitute a part of
this Fourth Amendment for any other purpose. 
 9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH AMENDMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. 
 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK 
  

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 IN WITNESS WHEREOF, this Fourth Amendment is executed as of the date first set forth above. 

 

			
	TORCHMARK CORPORATION
		
	By:	 	 /s/ Danny H. Almond

	Name:	 	 Danny H. Almond

	Title:	 	 VP

	
	TMK RE, LTD.
		
	By:	 	 /s/ Danny H. Almond

	Name:	 	 Danny H. Almond

	Title:	 	 President



  

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	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Aamir Saleem

	Name:	 	 Aamir Saleem

	Title:	 	 Vice President



  

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	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Jason Cassity

		 	Jason Cassity
		 	Vice President


  

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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Melvin D. Jackson

	Name:	 	 Melvin D. Jackson

	Title:	 	 Vice President



  

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	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mary K. Young

	Name:	 	 Mary K. Young

	Title:	 	 Senior Vice President



  

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	REGIONS BANK, as a Lender
		
	By:	 	 /s/ David A. Simmons

	Name:	 	 David A. Simmons

	Title:	 	 Senior Vice President



  

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	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ W. Bradley Hamilton

	Name:	 	 W. Bradley Hamilton

	Title:	 	 Director



  

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	THE BANK OF NEW YORK MELLON, as a Lender
		
	By:	 	 /s/ Richard G. Shaw

	Name:	 	 Richard G. Shaw

	Title:	 	 Vice President



  

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	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Michelle Dagenhart

	Name:	 	 Michelle Dagenhart

	Title:	 	 Vice President



  

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		 	AMSOUTH BANK, as a Lender
	 [AMSOUTH BANK
 is now

	 		 	
	REGIONS BANK]	 	By:	 	 /s/ David A. Simmons

		 	Name:	 	 David A. Simmons

		 	Title:	 	 Senior Vice President


  

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	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Sarah Bryson

	Name:	 	 Sarah Bryson

	Title:	 	 Corporate Banking Officer



  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Thomas W. Doddridge

	Name:	 	 Thomas W. Doddridge

	Title:	 	 Senior Vice President



  

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	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Jason Goetz

	Name:	 	 Jason Goetz

	Title:	 	 VP



  

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	FIRST COMMERCIAL BANK, as a Lender
		
	By:	 	 /s/ Kelly Peace

	Name:	 	 Kelly Peace

	Title:	 	 Vice President



  

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	UMB BANK, n.a., as a Lender
		
	By:	 	 /s/ David A. Proffitt

	Name:	 	 David A. Proffitt

	Title:	 	 Senior Vice President



  

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