exhibit101-secondamendme






                                                              Execution Version                             SECOND AMENDMENT TO             SECOND AMENDED AND RESTATED CREDIT AGREEMENT         This SECOND  AMENDMENT  TO  SECOND  AMENDED  AND  RESTATED  CREDIT AGREEMENT (this “Amendment”), dated as of May 5, 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 (as amended from time to time prior to the date hereof, 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:               “FHLB” means any federal home loan bank.”         1.2   The definition of “Consolidated Indebtedness” is hereby amended and restated as  follows:               “Consolidated  Indebtedness”  means  the  Indebtedness  of  the  Borrower  and  its        Subsidiaries (excluding (a) any obligations in respect of Subordinated Debt not to exceed        15%  of  Consolidated  Capitalization  and  (b)  all  borrowings  made  by  any  Insurance        Subsidiary  from  any  FHLB  to  the  extent  such  borrowings  are  of  the  type  customarily        excluded from financial leverage by both S&P and Moody’s in their evaluation of such        Insurance Subsidiary or similarly positioned person) determined on a consolidated basis in        accordance with GAAP.” 





 






      1.3   Section 7.01 of the Credit Agreement is hereby amended by (x) deleting the word  “and” immediately before clause (b) thereof and (y) adding the following new clause (c) at the end  of such Section:               “and  (c)  Liens  securing  loans,  funding  agreements  and  guaranteed  investment        contracts  entered  into  by  to  any  Insurance  Subsidiary  with  any  FHLB  pursuant  to  a        membership in such FHLB in the ordinary course of business in the aggregate principal        amount not to exceed $1,000,000,000 at any time outstanding.”                                    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 Credit Extensions 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.                                   SIGNATURE PAGE TO              SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






                                 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).         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                                   SIGNATURE PAGE TO              SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT   





 






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              SECOND 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/ W. Michael Pressley                                                                       Name:  W. Michael Pressley                                      Title:  Executive Vice President and CIO                                         TMK RE, LTD.                                       By:         /s/ W. Michael Pressley                                                                       Name:  W. Michael Pressley                                      Title:  President                                                                                                                             SIGNATURE PAGE TO              SECOND 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  SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 





 






                                        BANK OF AMERICA, N.A., as a Lender                           By:         /s/ Hema Kishnani                           Name:  Hema Kishnani                          Title:  Director                                        SIGNATURE PAGE TO  SECOND 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  SECOND 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  SECOND 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  SECOND 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  SECOND 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  SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






                        KeyBank National Association, as a Lender                                                                              By:         /s/ Thomas A. Crandall                                 Name:  Thomas A. Crandall                          Title:  Senior Vice President                                        SIGNATURE PAGE TO  SECOND 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  SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT                





 






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