364-Day $300,000,000 Credit Agreement



EXHIBIT 10(d) 
 
 

 
 
364-DAY $300,000,000 CREDIT AGREEMENT 
 
DATED AS OF NOVEMBER 28, 2002 
 
AMONG 
 
TORCHMARK CORPORATION, 
 
THE LENDERS, 
 
BANK ONE, NA, 
AS
ADMINISTRATIVE AGENT, 
 
BANK OF AMERICA, N.A.,

AS SYNDICATION AGENT, 
 
FLEET NATIONAL BANK, 
AS
DOCUMENTATION AGENT 
 
AND 
 
AMSOUTH BANK, 
AS DOCUMENTATION AGENT 
 
 

 
BANC ONE CAPITAL MARKETS, INC. 
JOINT LEAD ARRANGER AND JOINT BOOK
MANAGER 
 
BANC OF AMERICA SECURITIES LLC

JOINT LEAD ARRANGER AND JOINT BOOK MANAGER 
 







 
TABLE OF CONTENTS

 

	 	  	 	  	 Page


	 ARTICLE I
	  	 DEFINITIONS
	  	 1

	
	 ARTICLE II
	  	 THE CREDITS
	  	 12

	
	 2.1  
	  	 Commitment
	  	 12

	 2.2  
	  	 Required Payments; Termination
	  	 13

	 2.3  
	  	 Ratable Loans
	  	 13

	 2.4  
	  	 Types of Advances
	  	 13

	 2.5  
	  	 Facility Fee; Utilization Fee; Term Out Fees; Reductions and Increases in Aggregate
Commitment
	  	 13

	 2.6  
	  	 Minimum Amount of Each Advance
	  	 14

	 2.7  
	  	 Optional Principal Payments
	  	 14

	 2.8  
	  	 Method of Selecting Types and Interest Periods for New Advances
	  	 14

	 2.9  
	  	 Conversion and Continuation of Outstanding Advances
	  	 15

	 2.10
	  	 Changes in Interest Rate, etc
	  	 15

	 2.11
	  	 Rates Applicable After Default
	  	 16

	 2.12
	  	 Method of Payment
	  	 16

	 2.13
	  	 Noteless Agreement; Evidence of Indebtedness
	  	 16

	 2.14
	  	 Telephonic Notices
	  	 17

	 2.15
	  	 Interest Payment Dates; Interest and Fee Basis
	  	 17

	 2.16
	  	 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
	  	 18

	 2.17
	  	 Lending Installations
	  	 18

	 2.18
	  	 Non–Receipt of Funds by the Agent
	  	 18

	 2.19
	  	 Replacement of Lender
	  	 18

	
	 ARTICLE III
	  	 YIELD PROTECTION; TAXES
	  	 19

	
	 3.1  
	  	 Yield Protection
	  	 19

	 3.2  
	  	 Changes in Capital Adequacy Regulations
	  	 20

	 3.3  
	  	 Availability of Types of Advances
	  	 20

	 3.4  
	  	 Funding Indemnification
	  	 20

	 3.5  
	  	 Taxes
	  	 20

	 3.6  
	  	 Lender Statements; Survival of Indemnity
	  	 22

	
	 ARTICLE IV
	  	 CONDITIONS PRECEDENT
	  	 23

	
	 4.1  
	  	 Initial Advance
	  	 23

	 4.2  
	  	 Each Advance
	  	 24

	
	 ARTICLE V
	  	 REPRESENTATIONS AND WARRANTIES
	  	 24

	
	 5.1  
	  	 Corporate Existence and Standing
	  	 24


 

i 








TABLE OF CONTENTS 
 

	 	  	 	  	 Page


	 5.2  
	  	 Authorization and Validity
	  	 24

	 5.3  
	  	 No Conflict; Government Consent
	  	 25

	 5.4  
	  	 Financial Statements
	  	 25

	 5.5  
	  	 Material Adverse Change
	  	 25

	 5.6  
	  	 Taxes
	  	 25

	 5.7  
	  	 Litigation and Contingent Obligations
	  	 25

	 5.8  
	  	 Subsidiaries
	  	 26

	 5.9  
	  	 ERISA
	  	 26

	 5.10
	  	 Accuracy of Information
	  	 26

	 5.11
	  	 Regulation U
	  	 26

	 5.12
	  	 Material Agreements
	  	 26

	 5.13
	  	 Compliance With Laws
	  	 27

	 5.14
	  	 Ownership of Properties
	  	 27

	 5.15
	  	 Investment Company Act
	  	 27

	 5.16
	  	 Public Utility Holding Company Act
	  	 27

	 5.17
	  	 Insurance Licenses
	  	 27

	 5.18
	  	 Defaults
	  	 27

	
	 ARTICLE VI
	  	 COVENANTS
	  	 28

	
	 6.1  
	  	 Financial Reporting
	  	 28

	 6.2  
	  	 Use of Proceeds
	  	 29

	 6.3  
	  	 Certain Notices
	  	 30

	 6.4  
	  	 Conduct of Business
	  	 30

	 6.5  
	  	 Taxes
	  	 30

	 6.6  
	  	 Insurance
	  	 30

	 6.7  
	  	 Compliance with Laws
	  	 31

	 6.8  
	  	 Maintenance of Properties
	  	 31

	 6.9  
	  	 Inspection
	  	 31

	 6.10
	  	 Merger
	  	 31

	 6.11
	  	 Sale of Assets
	  	 31

	 6.12
	  	 Sale and Leaseback
	  	 31

	 6.13
	  	 Investments and Acquisitions
	  	 31

	 6.14
	  	 Liens
	  	 31

	 6.15
	  	 Consolidated Net Worth
	  	 31

	 6.16
	  	 Ratio of Consolidated Indebtedness to Consolidated Capitalization
	  	 32

	 6.17
	  	 Ratio of Consolidated Adjusted Net Income to Consolidated Interest Expense
	  	 32

	 6.18
	  	 Affiliates
	  	 32

	 6.19
	  	 Preferred Securities
	  	 32

	
	 ARTICLE VII
	  	 DEFAULTS
	  	 32

	
	 7.1  
	  	 Representations
	  	 32


 

ii 








TABLE OF CONTENTS 
 

	 	  	 	  	 Page


	 7.2  
	  	 Non-Payment
	  	 32

	 7.3  
	  	 Specific Defaults
	  	 32

	 7.4  
	  	 Other Defaults
	  	 33

	 7.5  
	  	 Cross-Default
	  	 33

	 7.6  
	  	 Insolvency; Voluntary Proceedings
	  	 33

	 7.7  
	  	 Involuntary Proceedings
	  	 33

	 7.8  
	  	 Condemnation
	  	 33

	 7.9  
	  	 Judgment
	  	 33

	 7.10
	  	 Unfunded Liabilities
	  	 34

	 7.11
	  	 Withdrawal Liability
	  	 34

	 7.12
	  	 Environmental
	  	 34

	 7.13
	  	 Change in Control
	  	 34

	 7.14
	  	 Licenses
	  	 34

	
	 ARTICLE VIII
	  	 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	  	 34

	
	 8.1  
	  	 Acceleration
	  	 34

	 8.2  
	  	 Amendments
	  	 35

	 8.3  
	  	 Preservation of Rights
	  	 35

	
	 ARTICLE IX
	  	 GENERAL PROVISIONS
	  	 36

	
	 9.1  
	  	 Survival of Representations
	  	 36

	 9.2  
	  	 Governmental Regulation
	  	 36

	 9.3  
	  	 Headings
	  	 36

	 9.4  
	  	 Entire Agreement
	  	 36

	 9.5  
	  	 Several Obligations; Benefits of this Agreement
	  	 36

	 9.6  
	  	 Expenses; Indemnification
	  	 36

	 9.7  
	  	 Numbers of Documents
	  	 37

	 9.8  
	  	 Accounting
	  	 37

	 9.9  
	  	 Severability of Provisions
	  	 37

	 9.10
	  	 Nonliability of Lenders
	  	 37

	 9.11
	  	 Confidentiality
	  	 38

	 9.12
	  	 Nonreliance
	  	 38

	 9.13
	  	 Disclosure
	  	 38

	
	 ARTICLE X
	  	 THE AGENT
	  	 38

	
	 10.1  
	  	 Appointment; Nature of Relationship
	  	 38

	 10.2  
	  	 Powers
	  	 38

	 10.3  
	  	 General Immunity
	  	 39

	 10.4  
	  	 No Responsibility for Loans, Recitals, etc
	  	 39

	 10.5  
	  	 Action on Instructions of Lenders
	  	 39


 

iii 








 
TABLE OF CONTENTS

 

	 	  	 	  	 Page


	 10.6  
	  	 Employment of Agents and Counsel
	  	 39

	 10.7  
	  	 Reliance on Documents; Counsel
	  	 40

	 10.8  
	  	 Agent’s Reimbursement and Indemnification
	  	 40

	 10.9  
	  	 Notice of Default
	  	 40

	 10.10
	  	 Rights as a Lender
	  	 40

	 10.11
	  	 Lender Credit Decision
	  	 41

	 10.12
	  	 Successor Agent
	  	 41

	 10.13
	  	 Agent and Arranger Fees
	  	 41

	 10.14
	  	 Delegation to Affiliates
	  	 42

	 10.15
	  	 Documentation Agents, Syndication Agent, etc
	  	 42

	
	 ARTICLE XI
	  	 SETOFF; RATABLE PAYMENTS
	  	 42

	
	 11.1  
	  	 Setoff
	  	 42

	 11.2  
	  	 Ratable Payments
	  	 42

	
	 ARTICLE XII
	  	 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	  	 42

	
	 12.1  
	  	 Successors and Assigns
	  	 42

	 12.2  
	  	 Participations.
	  	 43

	 	  	 12.2.1    Permitted Participants; Effect
	  	 43

	 	  	 12.2.2    Voting Rights
	  	 43

	 	  	 12.2.3    Benefit of Certain Provisions
	  	 44

	 12.3  
	  	 Assignments.
	  	 44

	 	  	 12.3.1    Permitted Assignments
	  	 44

	 	  	 12.3.2    Effect; Effective Date
	  	 45

	 	  	 12.3.3    Register
	  	 45

	 12.4  
	  	 Dissemination of Information
	  	 45

	 12.5  
	  	 Tax Treatment
	  	 46

	
	 ARTICLE XIII
	  	 NOTICES
	  	 46

	
	 13.1  
	  	 Notices
	  	 46

	 13.2  
	  	 Change of Address
	  	 46

	
	 ARTICLE XIV
	  	 COUNTERPARTS
	  	 46

	
	 ARTICLE XV
	  	 CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	  	 46

	
	 15.1  
	  	 CHOICE OF LAW
	  	 46

	 15.2  
	  	 CONSENT TO JURISDICTION
	  	 47

	 15.3  
	  	 WAIVER OF JURY TRIAL
	  	 47


 

iv 








TABLE OF CONTENTS 
 

	 	  	 	  	 Page


	 Schedules
	  	 	  	 
	
	 Pricing Schedule
	  	 
	 Commitment Schedule
	  	 
	 Schedule 1
	  	 Significant Subsidiaries
	  	 
	 Schedule 2
	  	 Insurance Licenses
	  	 
	
	 Exhibits
	  	 	  	 
	
	 Exhibit A
	  	 Note
	  	 
	 Exhibit B
	  	 Compliance Certificate
	  	 
	 Exhibit C
	  	 Assignment and Assumption Agreement
	  	 
	 Exhibit D
	  	 Money Transfer Instructions
	  	 

 

v 








364-DAY CREDIT AGREEMENT 
 
This Agreement, dated as of November 28, 2002, is among Torchmark Corporation, the Lenders and Bank One, NA, a national
banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows: 
 
 
RECITALS 
 
A. The Borrower has requested the Lenders to make financial
accommodations to it in the aggregate principal amount of up to $300,000,000, the proceeds of which will be used for the general corporate purposes of the Borrower and its Subsidiaries (including repayment of maturing commercial paper Indebtedness);
and 
 
B. The Lenders are willing to extend such financial
accommodations on the terms and conditions set forth herein. 
 
 
ARTICLE I 
DEFINITIONS 
 
As used in this
Agreement: 
 
“Acquisition” means any transaction,
or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or
division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership. 
 
“Advance” means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the
aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. 
 
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such
Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. 







 
“Agent” means
Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X. 
 
“Agent Balance Transaction” means one or more receivables
sales transactions with respect to receivables arising out of advances made by AIL to insurance agents in connection with life insurance policies underwritten by AIL. 
 
“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as reduced or increased
from time to time pursuant to the terms hereof. 
 
“Agreement” means this credit agreement, as it may be amended or modified and in effect from time to time. 
 
“Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time, applied in a manner
consistent with that used in preparing the financial statements referred to in Section 5.4. 
 
“AIL” means American Income Life Insurance Company, an Indiana insurance company. 
 
“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the
sum of the Federal Funds Effective Rate for such day plus 1/2% per annum. 
 
“Annual Statement” means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement
shall be in the form required by such Insurance Subsidiary’s jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial
statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith. 
 
“Applicable Facility Fee Rate” means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The
Applicable Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility Fee Rate shall be .08%. 
 
“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such
time with respect to Advances of such Type as set forth in the Pricing Schedule. 
 
“Applicable Term Out Premium Rate” means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Term Out Premium Rate shall change as and when the Borrower Debt
Rating changes. 
 

2 








 
“Applicable
Utilization Fee Rate” means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Utilization Fee Rate shall change as and when the Borrower Debt Rating changes. 
 
“Approved Fund” means any Fund that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. 
 
“Arrangers” means (i) Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger
and Joint Book Manager and (ii) Banc of America Securities LLC, a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager. 
 
“Article” means an article of this Agreement unless another document is specifically referenced.

 
“Authorized Officer” means any of the Chairman,
Vice Chairman, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, any Vice President or any Assistant Treasurer of the Borrower, acting singly. 
 
“Bank One” means Bank One, NA, a national banking association having its principal office in Chicago,
Illinois, in its individual capacity, and its successors. 
 
“Borrower” means Torchmark Corporation, a Delaware corporation, and its successors and assigns. 
 
“Borrower Debt Rating” means the senior unsecured long term debt (without third party credit enhancement) rating of the Borrower as
determined by a rating agency identified on the Pricing Schedule. 
 
“Borrowing Date” means a date on which an Advance is made hereunder. 
 
“Borrowing Notice” is defined in Section 2.8. 
 
“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New
York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system. 
 
“Capitalized Lease” of a Person means any lease of Property by
such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles. 
 

3 








 
“Capitalized Lease
Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

 
“Change in Control” means the acquisition by any
Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock
of the Borrower. 
 
“Code” means the Internal
Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. 
 
“Commitment” means, for each Lender, the obligation of such Lender to make Loans not exceeding the amount set forth opposite its name on the Commitment Schedule hereto, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof. 
 
“Commitment Schedule” means the Schedule attached hereto identified as such. 
 
“Condemnation” is defined in Section 7.8. 
 
“Consolidated Adjusted Net Income” means, for any period of calculation, Consolidated Net Income plus (to the
extent deducted in determining Consolidated Net Income) (i) the provision for taxes in respect of, or measured by, income or excess profits and (ii) Consolidated Interest Expense, in each case calculated for such period for the Borrower and its
Subsidiaries on a consolidated basis in accordance with Agreement Accounting Principles. 
 
“Consolidated Capitalization” means, at any date of determination, the sum of (i) Consolidated Net Worth as at such date plus (ii) Consolidated Indebtedness as at such date. 
 
“Consolidated Indebtedness” means the Indebtedness of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance with Agreement Accounting Principles. 
 
“Consolidated Interest Expense” means, for any period of calculation, interest expense, whether paid or accrued, of the Borrower and its
Subsidiaries calculated on a consolidated basis in accordance with Agreement Accounting Principles. 
 
“Consolidated Net Income” means, for any period of calculation, the net income of the Borrower and its Subsidiaries calculated on a
consolidated basis in accordance with Agreement Accounting Principles consistently applied. 
 
“Consolidated Net Worth” means, at any date of determination, the amount of consolidated common and preferred shareholders’ equity of the Borrower and its Subsidiaries (including, without
limitation, the Preferred Securities), determined as at such date in accordance 
 

4 








 
with Agreement Accounting Principles;
provided, however, that the effect of the application of FAS 115 shall be excluded when computing Consolidated Net Worth. 
 
“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a Letter of Credit, but excluding (i)
the endorsement of instruments for deposit or collection in the ordinary course of business, (ii) the Payment and Guarantee Agreements and (iii) obligations arising in connection with the Agent Balance Transaction. 
 
“Controlled Group” means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. 
 
“Conversion/Continuation Notice” is defined in Section 2.9.

 
“Debenture Purchase Agreement” means the
Debenture Purchase Agreement dated as of December 13, 2001 between the Borrower and Torchmark Capital Trust II entered into in connection with the Trust Preferred Securities II, as in effect on December 13, 2001. 
 
“Default” means an event described in Article VII.

 
“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. 
 
“Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar
Rate. 
 
“Eurodollar Base Rate” means, with respect
to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available to the Agent, the applicable Eurodollar
Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days 
 

5 








 
prior to the first day of such Interest
Period, in the approximate amount of Bank One’s relevant Eurodollar Loan and having a maturity equal to such Interest Period. 
 
“Eurodollar Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

 
“Eurodollar Rate” means, with respect to a
Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin. 
 
“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of
which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located. 
 
“Exhibit” refers to an exhibit to this Agreement, unless
another document is specifically referenced. 
 
“Existing Credit Agreement” means that certain $325,000,000 364-Day Credit Agreement dated as of November 30, 2001 among the Borrower, Bank One, as agent, and the lenders named therein, as amended, restated, supplemented or
otherwise modified from time to time. 
 
“Facility
Termination Date” means November 26, 2004 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof. 
 
“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion. 
 
“Five Year Agreement” means that certain Five Year Credit Agreement dated as November 30, 2001 among the Borrower, TMK Re, Bank One, as
agent, and the lenders party thereto, as from time to time amended, restated or modified. 
 
“Floating Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate
changes. 
 

6 








 
“Floating Rate
Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate. 
 
“Floating Rate Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate. 
 
“Fund” means any Person (other than a natural person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 
“Governmental Authority” means the federal government, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including, without limitation, any board of insurance, insurance department or insurance commissioner. 
 
“Indebtedness” of a Person means, without duplication, such
Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (excluding accounts payable arising in the ordinary course of such Person’s business payable on terms customary
in the trade and obligations of Insurance Subsidiaries arising under insurance or annuity products), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or similar instruments, (v) Capitalized Lease Obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) obligations for which
such Person is obligated, contingently or otherwise, pursuant to or in respect of any Letter of Credit (including any unreimbursed amount in respect thereof) and (viii) Contingent Obligations, but excluding any indebtedness of the Borrower arising
under or in connection with the Junior Subordinated Debenture Purchase Agreement or the Debenture Purchase Agreement. 
 
“Insurance Subsidiary” means any Subsidiary of the Borrower which is engaged in the life, health or accident insurance business.

 
“Interest Period” means, with respect to a
Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or
six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or
sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in
a new calendar month, such Interest Period shall end on the immediately preceding Business Day. 
 
“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension 
 

7 








 
of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership
interests, notes, debentures or other securities of any other Person made by such Person. 
 
“Junior Subordinated Debenture Purchase Agreement” means the Junior Subordinated Debenture Purchase Agreement dated as of November 2, 2001 between the Borrower and Torchmark Capital Trust I entered
into in connection with the Trust Preferred Securities I, as in effect on November 2, 2001. 
 
“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns. 
 
“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, subsidiary or
affiliate of such Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17. 
 
“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the
application of such Person or upon which such Person is an account party or for which such Person is in any way liable. 
 
“License” means any license, certificate of authority, permit or other authorization which is required to be obtained from a Governmental
Authority in connection with the operation, ownership or transaction of insurance business. 
 
“Lien” means any lien (statutory or other), security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement but excluding rights in agent balances
which are sold in an Agent Balance Transaction). 
 
“Loan” means, with respect to a Lender, such Lender’s loan made pursuant to Article II (or any conversion or continuation thereof). 
 
“Loan Documents” means this Agreement, any Notes issued hereunder and the other documents, certificates and
agreements contemplated hereby and executed by the Borrower in favor of the Agent or any Lender. 
 
“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries
taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or the Lenders thereunder.

 

8 








 
“Modified Required
Lenders” means Lenders in the aggregate having at least 75% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 75% of the aggregate unpaid principal amount of the
outstanding Advances. 
 
“Multiemployer Plan” means
a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions. 
 
“NAIC” means the National Association of Insurance
Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissions and similar Governmental
Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities. 
 
“Non-U.S. Lender” is defined in Section 3.5(iv). 
 
“Note” is defined in Section 2.13(iv). 
 
“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents. 
 
“Other Taxes” is defined in Section 3.5(ii). 
 
“Participants” is defined in Section 12.2.1. 
 
“Payment and Guarantee Agreements” means, to the extent outstanding, collectively, (i) the Preferred
Securities Guarantee Agreement dated November 2, 2001, issued by the Borrower for the benefit of the holders of the Trust Preferred Securities I, without giving effect to any amendments thereto and (ii) the Preferred Securities Guarantee Agreement
dated December 13, 2001, issued by the Borrower for the benefit of the holders of the Trust Preferred Securities II, without giving effect to any amendments thereto. 
 
“Payment Date” means the last day of each March, June, September and December. 
 
“PBGC” means the Pension Benefit Guaranty Corporation, or any
successor thereto. 
 
“Permitted Acquisition” means
the Acquisition of any Person which has been approved and recommended by the board of directors (or the functional equivalent thereof) of the Person being acquired. 
 
“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company,
association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof. 
 

9 








 
“Plan” means
an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability. 
 
“Preferred Securities” means, to the extent outstanding,
collectively, the Trust Preferred Securities I and the Trust Preferred Securities II. 
 
“Pricing Schedule” means the Schedule attached hereto identified as such. 
 
“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is
not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. 
 
“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets
owned, leased or operated by such Person. 
 
“Purchasers” is defined in Section 12.3.1. 
 
“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal Reserve System. 
 
“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board
of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System. 
 
“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued
under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event;
provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. 
 
“Required Lenders” means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the aggregate
unpaid principal amount of the outstanding Advances. 
 
“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities. 
 

10 








 
“Revolving Credit
Termination Balance” means the aggregate principal amount of Advances outstanding on the Revolving Credit Termination Date after giving effect to any Advances made or repaid on such date. 
 
“Revolving Credit Termination Date” means November 26, 2003 or
any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof. 
 
“SAP” means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance
commissioner (or other similar authority) as of the Closing Date in the jurisdiction of incorporation of such Insurance Subsidiary for the preparation of annual statements and other financial reports by insurance companies of the same type as such
Insurance Subsidiary. 
 
“Schedule” refers to a
specific schedule to this Agreement, unless another document is specifically referenced. 
 
“Section” means a numbered section of this Agreement, unless another document is specifically referenced. 
 
“Significant Insurance Subsidiary” means any Significant Subsidiary which is an Insurance Subsidiary. 
 
“Significant Subsidiary” of a Person means a “significant
subsidiary” as defined in Rule 1-02(v) of Regulation S-X of the Securities and Exchange Commission (17 CFR Part 210). Unless otherwise expressly provided, all references herein to a “Significant Subsidiary” shall mean a Significant
Subsidiary of the Borrower. 
 
“Single Employer
Plan” means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group. 
 
“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall
at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture, limited liability company or
similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall
mean a Subsidiary of the Borrower. 
 
“Substantial
Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial
statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the 
 

11 








 
consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above. 
 
“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all
liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes. 
 
“TMK Re” means TMK Re, Ltd., a Bermuda reinsurance corporation and Wholly Owned Subsidiary of the Borrower. 
 
“Transferee” is defined in Section 12.4. 
 
“Trust Preferred Securities I” means the 7 3/4% Trust Preferred Securities issued by Torchmark Capital Trust I on November 2, 2001.

 
“Trust Preferred Securities II” means the 7 3/4%
Trust Preferred Securities issued by Torchmark Capital Trust II on December 13, 2001. 
 
“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance. 
 
“Unfunded Liabilities” means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single
Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans. 
 
“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would
constitute a Default. 
 
“Wholly-Owned Subsidiary”
of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and
one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture, limited liability company or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the
time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Wholly-Owned Subsidiary” shall mean a Wholly-Owned Subsidiary of the Borrower. 
 
The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

 
 
ARTICLE II 
THE CREDITS 
 
2.1 Commitment. From and including the date of this Agreement and prior to the Revolving Credit Termination
Date, each Lender severally agrees, on the terms and conditions 
 

12 








 
set forth in this Agreement, to make
Loans to the Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Revolving Credit Termination Date. The Commitments to lend hereunder shall expire on the Revolving Credit Termination Date. Principal payments made after the Revolving Credit Termination Date may not be reborrowed. 
 
2.2 Required Payments; Termination. The Revolving Credit
Termination Balance, any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date. 
 
2.3 Ratable Loans. Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment. 
 
2.4 Types of Advances. The Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9. 
 
2.5 Facility Fee; Utilization Fee; Term Out Fees; Reductions and
Increases in Aggregate Commitment. (a) The Borrower agrees to pay to the Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on such Lender’s Commitment (or, after the Revolving
Credit Termination Date, on the principal amount of such Lender’s Loans) from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. The Borrower also agrees
to pay to the Agent for the account of each Lender a term out fee at a per annum rate equal to the Applicable Term Out Premium Rate on the principal amount of such Lender’s Loans from the Revolving Credit Termination Date to and including the
Facility Termination Date, payable on each Payment Date after the Revolving Credit Termination Date and on the Facility Termination Date. The Borrower also agrees to pay to the Agent for the ratable (based on Commitment (or after termination of the
Commitments, outstanding Loan) amounts) account of the Lenders a utilization fee for each day from the date hereof to and including the later of the Facility Termination Date and the date all Loans are paid in full and all Commitments are
terminated, such utilization fee to be equal to the Applicable Utilization Fee Rate for such day multiplied by the outstanding principal amount of the Loans on such day, payable on each Payment Date and on the Facility Termination Date. The Borrower
may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days’ written notice to the Agent, which notice shall specify the amount of any
such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances. All accrued facility, utilization and term out fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make Loans hereunder. 
 
(b) The Borrower may, at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $100,000,000 (resulting in a 
 

13 








 
maximum Aggregate Commitment of
$400,000,000) upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is
continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more
Lenders and/or to other Lenders or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have
delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept
the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new
or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Advance such that, after giving effect thereto, all Advances are held ratably by the Lenders in proportion to their respective Commitments.
Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest, facility fees, utilization fees and term out fees. The Borrower shall make any payments under Section
3.4 resulting from such assignments. Any such increase of the Aggregate Commitment shall be subject to receipt by the Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Agent may
reasonably request. 
 
2.6 Minimum Amount of Each
Advance. Each Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof); provided, however, that any Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

 
2.7 Optional Principal Payments. The Borrower may
from time to time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Floating Rate
Advances upon one Business Day’s prior notice to the Agent. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar
Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three Business Days’ prior notice to the Agent. 
 
2.8 Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”)
not later than 10:00 a.m. (Chicago time) at least one Business Day before the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying: 
 
(i) the Borrowing Date, which shall be a Business Day,
of such Advance, 
 

14 








 
(ii) the
aggregate amount of such Advance, 
 
(iii)
the Type of Advance selected, and 
 
(iv) in
the case of each Eurodollar Advance, the Interest Period applicable thereto. 
 
Not later than noon (Chicago time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII. The
Agent will make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address. 
 
2.9 Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until
such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable
Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower shall have given the
Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the
Borrower may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a
Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three Business Days prior to the date of the requested conversion or continuation, specifying: 
 
(i) the requested date, which shall be a Business Day,
of such conversion or continuation, 
 
(ii)
the aggregate amount and Type of the Advance which is to be converted or continued, and 
 
(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest
Period applicable thereto. 
 
2.10 Changes in Interest
Rate, etc. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate
Advance pursuant to Section 2.9, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the
first day of the Interest Period applicable thereto to (but not including) the last day 
 

15 








 
of such Interest Period at the
Eurodollar Rate determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility
Termination Date. The Borrower shall select Interest Periods so that it is not necessary to repay any portion of a Eurodollar Advance prior to the last day of the applicable Interest Period in order to make a mandatory repayment required pursuant to
Section 2.2. 
 
2.11 Rates Applicable After Default.
Notwithstanding anything to the contrary contained in Section 2.8 or 2.9, during the continuance of a Default or Unmatured Default no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest
rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the Eurodollar Rate otherwise applicable to such Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall
bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii)
above shall be applicable to all Advances without any election or action on the part of the Agent or any Lender. 
 
2.12 Method of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower, by noon (local time) on the date when due and shall be
applied ratably by the Agent among the Lenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. The Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of principal,
interest and fees as it becomes due hereunder. 
 
2.13
Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender
from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
 
(ii) The Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and
the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (c) the amount of any sum received by the Agent hereunder from the
Borrower and each Lender’s share thereof. 
 

16 








 
(iii)
The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. 
 
(iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form
of Exhibit A (including any amendment, modification, renewal or replacement thereof, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the
Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section
12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and (ii) above. Upon receipt of an affidavit of an
officer of any Lender as to the loss, theft, destruction or mutilation of such Lender’s Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note, the Borrower will issue, in lieu thereof, a
replacement Note in the same principal amount thereof and otherwise of like tenor. 
 
2.14 Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made
by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written
confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. 
 
2.15 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be
payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion
of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such Interest Period. Interest, facility fees, utilization fees and term out fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be
payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received 
 

17 








 
prior to noon (local time) at the place
of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of
time shall be included in computing interest in connection with such payment. 
 
2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the Eurodollar Rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate. 
 
2.17 Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the Borrower in accordance with Article
XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made. 
 
2.18 Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it
is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to
make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during
the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the
first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 
 
2.19 Replacement of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any
additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an “Affected
Lender”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have
occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such
date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an 
 

18 








 
assignment substantially in the form of
Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the
Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination,
including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the
Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. 
 
 
ARTICLE III 
YIELD PROTECTION; TAXES 
 
3.1
Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation
with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: 
 
(i) subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other
than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans, or 
 
(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar
Advances), or 
 
(iii) imposes any other
condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or reduces any amount receivable by any Lender or any applicable Lending Installation
in connection with its Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans held or interest received by it, by an amount deemed material by
such Lender, 
 
and the result of any of the foregoing is to increase the
cost to such Lender or applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Loans or
Commitment, then, within 15 days of demand by such Lender, the Borrower 
 

19 








 
shall pay such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or reduction in amount received. 
 
3.2 Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for
any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Loans or its Commitment to make Loans hereunder (after taking into account such Lender’s policies
as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital
Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. 
 
3.3 Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available
or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar
Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4. 
 
3.4 Funding Indemnification. If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or
cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance. 
 
3.5 Taxes. 3.5.1 (i) All payments by the Borrower to or for the account of any Lender or the Agent hereunder or
under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, (a) the sum payable

 

20 








 
shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions
been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Agent the original copy of a receipt
evidencing payment thereof within 30 days after such payment is made. 
 
(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder
or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”). 
 
(iii) The Borrower hereby agrees to indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6. 
 
(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S.
Lender”) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI,
certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Agent (x) renewals or
additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms
or amendments thereto as may be reasonably requested by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax. 
 

21 








 
(v) For
any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or
administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to
Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause
(iv), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes. 
 
(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement
or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at a reduced rate. 
 
(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any
political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to
notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax,
withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including
reasonable attorneys fees and reasonable time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination
of this Agreement. 
 
3.6 Lender Statements; Survival of
Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid
the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a
copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a
deposit of the type and 
 

22 








 
maturity corresponding to the deposit
used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after
receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. 
 
 
ARTICLE IV 
CONDITIONS PRECEDENT 
 
4.1 Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower
has furnished to the Agent with sufficient copies for the Lenders: 
 
(i) Copies of the restated certificate of incorporation of the Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the
Secretaries of State of Delaware and Alabama. 
 
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors’ resolutions authorizing the execution of the Loan Documents. 
 
(iii) An incumbency certificate, executed by the
Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the
Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. 
 
(iv) A certificate, signed by the Chief Financial Officer or the Treasurer of the Borrower, stating that on the date hereof (a) no
Default or Unmatured Default has occurred and is continuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date. 
 
(v) A written opinion of Larry M. Hutchison, Executive Vice President and General Counsel of the
Borrower, addressed to the Agent and the Lenders in form and substance reasonably satisfactory to the Agent and its counsel. 
 
(vi) Notes payable to the order of each of the Lenders requesting the same. 
 
(vii) Written money transfer instructions, in
substantially the form of Exhibit “D” hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. 
 

23 








 
(viii)
The Existing Credit Agreement shall have been terminated and all amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in full. 
 
(ix) Such other documents as any Lender or its counsel
may have reasonably requested. 
 
4.2 Each Advance.
The Lenders shall not be required to make any Advance unless on the applicable Borrowing Date: 
 
(i) There exists no Default or Unmatured Default. 
 
(ii) The representations and warranties contained in Article V are true and correct as of such
Borrowing Date (excluding the representation in Section 5.5) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on
and as of such earlier date. 
 
(iii) All
legal matters incident to the making of such Advance shall be satisfactory to the Lenders and their counsel. 
 
Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained
in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an Advance. 
 
 
ARTICLE V 
REPRESENTATIONS AND WARRANTIES 
 
The Borrower represents and warrants to the Lenders that: 
 
5.1 Corporate Existence and Standing. Each of the Borrower and its Significant Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. 
 
5.2 Authorization and Validity. The Borrower has the corporate
power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents and the performance of its obligations thereunder have been
duly authorized by proper corporate proceedings, and the Loan Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. 
 

24 








 
5.3 No Conflict;
Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrower’s or any of its Subsidiaries’ articles of incorporation or by-laws or the provisions of any indenture, instrument or
agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, other than such violations, conflicts or defaults which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required
to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents. 
 
5.4 Financial Statements. The December 31, 2001 audited consolidated financial statements of the Borrower and
its Subsidiaries and the September 30, 2002 unaudited consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders (the “Financial Statements”) were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such dates and the consolidated results of their
operations for the periods then ended. 
 
5.5 Material
Adverse Change. As of the date hereof, since December 31, 2001, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect. 
 
5.6 Taxes. The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which, in the good faith judgment of the Borrower, adequate reserves have been provided. The United States
income tax returns of the Borrower and its Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended December 31, 1995. No tax liens have been filed and no claims against the Borrower or its Subsidiaries are being
asserted with respect to any such taxes except claims being contested in good faith and as to which, in the good faith judgment of the Borrower, adequate reserves have been provided. The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of any taxes or other governmental charges are adequate in the good faith judgment of the Borrower. 
 
5.7 Litigation and Contingent Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or,
to the knowledge of any of their 
 

25 








 
officers, threatened against or
affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect (after giving effect to reserves which have been provided with respect thereto on the books of the Borrower and its Subsidiaries).
As of the date hereof, the Borrower has no material Contingent Obligations not provided for or disclosed in the Financial Statements. Solely for purposes of any reaffirmation of the foregoing representations pursuant to Section 4.2(ii) in connection
with any Loans the proceeds of which are used to repay maturing commercial paper Indebtedness, such representations shall not extend to any proceeding in which a punitive damages judgment has been entered against the Borrower or any Subsidiary, such
judgment has been stayed on appeal or the time for appeal from such judgment has not expired and such judgment could not reasonably be expected to have a Material Adverse Effect on the ability of the Borrower to perform its obligations under the
Loan Documents. 
 
5.8 Subsidiaries. Schedule
“1” hereto contains an accurate list of all of the Significant Subsidiaries of the Borrower in existence on the date of this Agreement, setting forth their respective jurisdictions of incorporation and the percentage of their respective
capital stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock of such Subsidiaries have been duly authorized and issued and are fully paid and non-assessable. 
 
5.9 ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed $10,000,000. Each Plan complies in all material respects with all applicable requirements of law and regulations. No Reportable Event has occurred with respect to any Plan and neither the Borrower nor any other members
of the Controlled Group has withdrawn from any Plan or initiated steps to do so, which occurrence or withdrawal could result in a Material Adverse Effect. No steps have been taken to terminate any Plan which has Unfunded Liabilities. 
 
5.10 Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact, omitted to state a material fact or omitted
to state any fact necessary to make the statements contained therein not misleading in any material respect. 
 
5.11 Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge or other restriction hereunder. 
 
5.12 Material Agreements. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Significant Subsidiary is in default in the performance, observance or fulfillment of any of the 
 

26 








 
obligations, covenants or conditions
contained in any agreement or instrument evidencing or governing Indebtedness. 
 
5.13 Compliance With Laws. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the
subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect. 
 
5.14
Ownership of Properties. Except for Liens permitted by Section 6.14, on the date of this Agreement the Borrower and its Subsidiaries have good title to all of the Property and assets reflected in the Financial Statements as owned by it, free
of all Liens other than those permitted by this Agreement, except for assets sold, transferred or otherwise disposed of in the ordinary course of business since the date of such Financial Statements. 
 
5.15 Investment Company Act. Neither the Borrower nor any
Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. 
 
5.16 Public Utility Holding Company Act. Neither the Borrower nor
any Subsidiary is a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended. 
 
5.17 Insurance Licenses. Schedule “2” attached hereto (as said Schedule “2” shall be revised or supplemented from time to time to reflect withdrawals or changes in jurisdictions
permitted by Section 6.4 or additional jurisdictions set forth in the Annual Statements furnished pursuant to Section 6.1(vii)) lists all of the jurisdictions in which any Significant Insurance Subsidiary holds active Licenses and is authorized to
transact insurance business. No such License is the subject of a proceeding for suspension or revocation, there is no sustainable basis for such suspension or revocation, and to the Borrower’s best knowledge, no such suspension or revocation
has been threatened by any Governmental Authority. Schedule “2” also indicates the type or types of insurance in which each such Insurance Subsidiary is permitted to engage with respect to each License therein listed. None of the Insurance
Subsidiaries transacts any insurance business, directly or indirectly, in any state other than those enumerated in Schedule “2”. 
 
5.18 Defaults. No Default or Unmatured Default has occurred and is continuing. 
 

27 








 
ARTICLE VI

COVENANTS 
 
During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: 
 
6.1 Financial Reporting. The Borrower will maintain, for itself
and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: 
 
(i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified
by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for
itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course
of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof. 
 
(ii) Within 45 days
after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit
and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. 
 
(iii) Together with the financial statements required
hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance
with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. 
 
(iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of
each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. 
 
(v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect
to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto.

 

28 








 
(vi) As
soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the
Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by
the Borrower or any of its Subsidiaries, which, in the case of either (a) or (b) above, could reasonably be expected to have a Material Adverse Effect. 
 
(vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the
Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of
incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably
acceptable to the Agent if so required by any Governmental Authority. 
 
(viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K
so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of
incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. 
 
(ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or
actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. 
 
(x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the
rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. 
 
(xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request. 
 
6.2 Use of Proceeds. The Borrower will, and will cause each
Subsidiary to, use the proceeds of the Advances (i) for general corporate purposes, including, without limitation, the repayment of maturing commercial paper Indebtedness and (ii) to finance Permitted Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any “margin stock” (as defined in Regulation U). 
 

29 








 
6.3 Certain
Notices. The Borrower will give prompt notice in writing to the Agent and the Lenders of (i) the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, relating specifically to the Borrower which
could reasonably be expected to have a Material Adverse Effect, (ii) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or
suspend, any License now or hereafter held by any Insurance Subsidiary which is required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iii) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance
Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or
(iv) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a
Material Adverse Effect. Any such notice shall state that it is given pursuant to this Section 6.3. 
 
6.4 Conduct of Business. The Borrower will, and will cause each Significant Subsidiary to, do all things necessary to remain duly
incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted. The Borrower
will cause each Significant Insurance Subsidiary to (i) carry on or otherwise be associated with the business of a licensed insurance carrier and (ii) do all things necessary to renew, extend and continue in effect all Licenses which may at any time
and from time to time be necessary for such Significant Insurance Subsidiary to operate its insurance business in compliance with all applicable laws and regulations; provided, however, that any such Significant Insurance Subsidiary
may withdraw from one or more states as an admitted insurer or change the state of its domicile, if such withdrawal or change is in the best interests of the Borrower and such Significant Insurance Subsidiary and could not reasonably be expected to
have a Material Adverse Effect. 
 
6.5 Taxes. The
Borrower will, and will cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been set aside. 
 
6.6 Insurance. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all or substantially all of its Property, or shall maintain self-insurance, in
such amounts and covering such risks as is consistent with sound business practice for Persons in substantially the same industry as the Borrower or such Subsidiary, and the Borrower will furnish to any Lender upon request full information as to the
insurance carried. 
 

30 








 
6.7 Compliance with
Laws. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably
be expected to have a Material Adverse Effect. 
 
6.8
Maintenance of Properties. The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to so maintain, preserve, protect and repair could not reasonably be expected to have a
Material Adverse Effect. 
 
6.9 Inspection. The
Borrower will, and will cause each Subsidiary to, permit the Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each Subsidiary, to examine
and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers upon reasonable notice and at such reasonable times and intervals as the Lenders may designate. 
 
6.10 Merger. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, except that (i)
a Subsidiary may merge with the Borrower or a Wholly-Owned Subsidiary and (ii) the Borrower and any Subsidiary may merge or consolidate with or into any other Person provided that the Borrower or such Subsidiary shall be the continuing or surviving
corporation and, after giving effect to such merger or consolidation, no Default or Unmatured Default shall exist. 
 
6.11 Sale of Assets. The Borrower will not, nor will it permit any Subsidiary to, lease, sell or otherwise dispose of all or a Substantial
Portion of its Property (exclusive of Investments sold in the ordinary course of business) to any other Person(s) in any calendar year. 
 
6.12 Sale and Leaseback. The Borrower will not, nor will it permit any Subsidiary to, sell or transfer a Substantial Portion of its Property
in order to concurrently or subsequently lease as lessee such or similar Property. 
 
6.13 Investments and Acquisitions. The Borrower will not make, and will not permit any Subsidiary to make, any Acquisitions except Permitted Acquisitions. 
 
6.14 Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any
Lien in, of or on its Property other than Liens securing in the aggregate not more than $100,000,000 of Indebtedness. 
 
6.15 Consolidated Net Worth. The Borrower will maintain at all times Consolidated Net Worth equal to not less than the sum of (i)
$2,216,253,000 plus (ii) 25% of the Borrower’s Consolidated Net Income, if positive, for each fiscal quarter ending after September 30, 2001. 
 

31 








 
6.16 Ratio of
Consolidated Indebtedness to Consolidated Capitalization. The Borrower will maintain at all times a ratio of Consolidated Indebtedness to Consolidated Capitalization of not greater than .4 to 1.0. 
 
6.17 Ratio of Consolidated Adjusted Net Income to Consolidated
Interest Expense. The Borrower will maintain, as at the last day of each fiscal quarter, a ratio of (i) Consolidated Adjusted Net Income to (ii) Consolidated Interest Expense, in each case calculated for the four fiscal quarters then ending, of
not less than 3.0 to 1.0. 
 
6.18 Affiliates. The
Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than a Wholly-Owned
Subsidiary) except (i) any such transactions, payments or transfers with or to such Affiliates as are made in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and
upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction and (ii) any such other transactions, payments or transfers with or to such
Affiliates as could not reasonably be expected to have a Material Adverse Effect. 
 
6.19 Preferred Securities. The Borrower will not, and will not permit Torchmark Capital Trust I or Torchmark Capital Trust II to, declare or pay dividends or distributions on, or redeem, purchase or otherwise acquire,
any Preferred Securities or any portion thereof if, after giving effect thereto, a Default or Unmatured Default would exist. 
 
 
ARTICLE VII 
DEFAULTS 
 
The occurrence of any one or more of the following events shall constitute a Default: 
 
7.1 Representations. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the
Lenders or the Agent under or in connection with this Agreement, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false or misleading on the date as of which made.

 
7.2 Non-Payment. Nonpayment of any principal of any
Loan when due, or nonpayment of any interest upon any Loan or of any facility fee, utilization fee, term out fee or other obligations under any of the Loan Documents within five days after the same becomes due. 
 
7.3 Specific Defaults. The breach by the Borrower of any of the
terms or provisions of Section 6.2, 6.3, 6.10, 6.11, 6.12, 6.13, 6.15, 6.16, 6.17 or 6.19; or the breach by the Borrower of any of the terms or provisions of Section 6.14 or 6.18 which is not remedied within ten days after the Borrower learns
thereof. 
 

32 








 
7.4 Other
Defaults. The breach by the Borrower (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within twenty days after written notice from the Agent
or any Lender. 
 
7.5 Cross-Default. Failure of the
Borrower or any of its Subsidiaries to pay when due any Indebtedness in excess of, singly or in the aggregate for all such Subsidiaries, $10,000,000; or the default by the Borrower or any of its Subsidiaries in the performance of any term, provision
or condition contained in any agreement under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to
cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment)
prior to the stated maturity thereof. 
 
7.6 Insolvency;
Voluntary Proceedings. The Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for
relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize
or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7 or not pay, or admit in writing its inability to pay, its debts generally as they become
due. 
 
7.7 Involuntary Proceedings. Without the
application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or
a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days.

 
7.8 Condemnation. Any court, government or
governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Borrower or any of its Subsidiaries which, when taken together with all
other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of
its Property. 
 
7.9 Judgment. The Borrower or any of
its Subsidiaries shall fail within 45 days to pay, bond or otherwise discharge any judgment or order for the payment of money, either singly 
 

33 








 
or in the aggregate, in excess of
$10,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith. 
 
7.10 Unfunded Liabilities. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000 or any Reportable
Event shall occur in connection with any Plan. 
 
7.11
Withdrawal Liability. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000 or requires
payments exceeding $500,000 per annum. 
 
7.12
Environmental. The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries or any other person of any toxic or hazardous waste or
substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 
 
7.13 Change in Control. Any Change in Control shall occur.

 
7.14 Licenses. Any License of any Insurance
Subsidiary held by such Insurance Subsidiary on the Closing Date or acquired by such Insurance Subsidiary thereafter, the loss of which would have, in the reasonable judgment of the Lenders, a Material Adverse Effect, (i) shall be revoked by a final
non-appealable order by the state which shall have issued such License, or any action (whether administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary which shall not have been dismissed or
contested in good faith within 30 days of the commencement thereof, (ii) shall be suspended by such state for a period in excess of 30 days or (iii) shall not be reissued or renewed by such state upon the expiration thereof following application for
such reissuance or renewal by such Insurance Subsidiary. 
 
 
ARTICLE VIII 
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 
 
8.1 Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of the Agent or any Lender. If any other Default occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without 
 

34 








 
presentment, demand, protest or notice
of any kind, all of which the Borrower hereby expressly waives. 
 
If, before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Modified Required Lenders (or, in the case of an automatic termination upon the occurrence of a Default under Section
7.6 or 7.7, all the Lenders), in their sole discretion, shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 
 
8.2 Amendments. Subject to the provisions of this Article VIII, the Required Lenders (or the Agent with the
consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the
Borrower hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of each Lender: 
 
(i) Extend the Facility Termination Date or the
Revolving Credit Termination Date, compromise or forgive the principal amount of any Loan, or reduce the rate of interest or compromise or forgive payment of interest on any Loan, or reduce the amount of any fee or cost payable hereunder.

 
(ii) Reduce the percentage specified in
the definition of Required Lenders or Modified Required Lenders. 
 
(iii) Increase the amount of the Commitment of any Lender hereunder (except pursuant to Section 2.5(b)), or permit the Borrower to assign its rights under this Agreement. 
 
(iv) Amend this Section 8.2. 
 
No amendment of any provision of this Agreement relating to the Agent
shall be effective without the written consent of the Agent. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement. 
 
Notwithstanding the foregoing, upon the execution and delivery of all
documentation required by Section 2.5(b) to be delivered in connection with an increase to the Aggregate Commitment, the Agent, the Borrower and the new or existing Lenders whose Commitments have been affected may and shall enter into an amendment
hereof (which shall be binding on all parties hereto) solely for the purpose of reflecting any new Lenders and their new Commitments and any increase in the Commitment of any existing Lender. 
 
8.3 Preservation of Rights. No delay or omission of the Lenders
or the Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the
Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such 
 

35 








 
right shall not preclude other or
further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant
to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent and the Lenders until the Obligations
have been paid in full. 
 
 
ARTICLE IX 
GENERAL PROVISIONS 
 
9.1 Survival of Representations. All representations and
warranties of the Borrower contained in this Agreement shall survive the making of the Loans herein contemplated. 
 
9.2 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend
credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation. 
 
9.3 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents. 
 
9.4 Entire
Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent and the Lenders relating to the subject
matter thereof other than the fee letter described in Section 10.13. 
 
9.5 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arrangers shall enjoy the benefits of the provisions of Sections
9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement. 
 
9.6 Expenses; Indemnification. The Borrower shall reimburse the
Agent for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with
the preparation, negotiation, execution, delivery, review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arrangers and the Lenders for any costs, internal charges and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Agent, the Arrangers and the Lenders, which attorneys may be employees of the Agent, the 
 

36 








 
Arrangers or the Lenders) paid or
incurred by the Agent, any Arranger or any Lender in connection with the collection of the Obligations or the enforcement of the Loan Documents. The Borrower further agrees to indemnify the Agent, the Arrangers and each Lender, its directors,
officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (collectively, the “indemnified obligations”) (including, without limitation, all expenses of litigation or preparation therefor
whether or not the Agent, any Arranger or any Lender is a party thereto, but excluding those indemnified obligations arising solely from any Lender’s failure to perform its obligations under this Agreement) which any of them may pay or incur
arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except that no indemnified party shall
be indemnified for any indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The obligations of the Borrower under this Section 9.6 shall survive the
termination of this Agreement. 
 
9.7 Numbers of
Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders. 
 
9.8 Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles. 
 
9.9 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable. 
 
9.10 Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, any Arranger nor any
Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent, any Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the
Borrower’s business or operations. The Borrower agrees that neither the Agent, any Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection
with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable
judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, any Arranger nor any Lender shall have any liability with respect
to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the
transactions contemplated thereby. 
 

37 








 
9.11
Confidentiality. Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective
Affiliates, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law, regulation, or legal process, (v) to
any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender’s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such
counterparties, and (vii) permitted by Section 12.4. 
 
9.12
Nonreliance. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) for the repayment of the Loans provided for herein. 
 
9.13 Disclosure. The Borrower and each Lender hereby acknowledge and agree that Bank One and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates. 
 
 
ARTICLE X 
THE AGENT 
 
10.1 Appointment; Nature of Relationship. Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to
any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents.
In its capacity as the Lenders’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 1-201 of the Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against
the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. 
 
10.2 Powers. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the
terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent. 
 

38 








 
10.3 General
Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

 
10.4 No Responsibility for Loans, Recitals, etc.
Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the
satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the
financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower’s or any such guarantor’s respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not
required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity). 
 
10.5 Action on Instructions of Lenders. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. 
 
10.6 Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any
other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent’s duties hereunder and
under any other Loan Document. 
 

39 








 
10.7 Reliance on
Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. 
 
10.8 Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their
respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders),
or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid
by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement. 
 
10.9 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that
such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. 
 
10.10 Rights as a Lender. In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other
Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a Lender, unless the
context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or 
 

40 








 
such Subsidiary is not restricted hereby
from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender. 
 
10.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arrangers or any
other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents.
Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arrangers or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement and the other Loan Documents. 
 
10.12 Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if
no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders,
such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor
Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor
Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been
removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent.
Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an
Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event
that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or
other analogous rate of the new Agent. 
 
10.13 Agent and
Arranger Fees. The Borrower agrees to pay to the Agent and Banc One Capital Markets, Inc., for their respective accounts, the fees agreed to by the Borrower, the 
 

41 








 
Agent and Banc One Capital Markets, Inc.
pursuant to that certain letter agreement dated October 21, 2002, or as otherwise agreed from time to time. 
 
10.14 Delegation to Affiliates. The Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any
of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X. 
 
10.15 Documentation Agents, Syndication Agent, etc. None of the Lenders identified in this Agreement as the “Documentation Agents”, the “Syndication Agent” or “Joint Lead Arranger and Joint
Book Manager” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in Section 10.11. 
 
 
ARTICLE XI 
SETOFF; RATABLE PAYMENTS 
 
11.1 Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent,
however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any
Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due. 
 
11.2 Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion
of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral
or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to
their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. 
 
 
ARTICLE XII 
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 
 
12.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower
and the Lenders and their respective 
 

42 








 
successors and assigns permitted hereby,
except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents, (ii) any assignment by any Lender must be made in compliance with Section 12.3 and (iii) any transfer by participation must be made
in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with
Section 12.3.2. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x)
any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under
this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies
with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making
such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

 
12.2 Participations. 
 
12.2.1 Permitted Participants; Effect. Any Lender
may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Loans and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. 
 
12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any
amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect 
 

43 








to any Loan or Commitment in which such Participant has an interest which would require consent of
all of the Lenders pursuant to the terms of Section 8.2 or of any other Loan Document. 
 
12.2.3 Benefit of Certain Provisions. The Borrower agrees that each Participant shall be deemed to have the right of setoff
provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents,
provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a
Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3,
provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for
its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to
comply with the provisions of Section 3.5 to the same extent as if it were a Lender. 
 
12.3 Assignments. 
 
12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”) all or any
part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent shall be
required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of the
Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall (unless each of the Borrower and
the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment or outstanding Loans (if the applicable Commitment has been terminated). The amount of
the assignment shall be based on the Commitment or outstanding Loans (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade
Date” is specified in the assignment. 
 

44 








 
12.3.2
Effect; Effective Date. Upon (i) delivery to the Agent of an assignment, together with any consents required by Section 12.3.1, and (ii) payment of a $4,000 fee to the Agent for processing such assignment, such assignment shall become
effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable
assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of
such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the
same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans
assigned to such Purchaser. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of,
and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment
to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to
such assignment. 
 
12.3.3 Register.
The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Chicago, Illinois a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agent
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 
12.4 Dissemination of Information. The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person
acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all 
 

45 








 
information in such Lender’s
possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section
9.11 of this Agreement. 
 
12.5 Tax Treatment. If any
interest in any Loan Document is transferred to any Transferee which is not incorporated under the laws of the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv). 
 
 
ARTICLE XIII 
NOTICES 
 
13.1 Notices.
Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing)
and shall be given to such party: (x) in the case of the Borrower or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth below its
signature hereto or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such
notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section;
provided that notices to the Agent under Article II shall not be effective until received. 
 
13.2 Change of Address. The Borrower, the Agent and any Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto. 
 
 
ARTICLE XIV 
COUNTERPARTS 
 
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Agent and the Lenders and
each party has notified the Agent by facsimile transmission or telephone that it has taken such action. 
 
 
ARTICLE XV 
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 
 
15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, 
 

46 








 
WITHOUT LIMITATION, 735 ILCS SECTION
105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 
 
15.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS. 
 
15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER. 
 
 
[signature pages follow] 
 
 

47 








 
IN WITNESS WHEREOF, the
Borrower, the Lenders and the Agent have executed this Agreement as of the date first above written. 
 

	 	 	 TORCHMARK CORPORATION

	
	 	 	 	 	 By:
	 	 /s/    MICHAEL J. KLYCE

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 Michael J. Klyce

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President & Treasurer

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 2001 Third Avenue South

	 	 	 	 	 	 	 	 	 Birmingham, Alabama 35233

	 	 	 	 	 	 	 	 	 Attn: Mr. Michael J. Klyce

	 	 	 	 	 	 	 	 	 Vice President and Treasurer

	
	 	 	 	 	 	 	 Telephone:
	 	 (205) 325-2051

	 	 	 	 	 	 	 Fax:
	 	 (205) 325-4157

	
	 	 	 	 	 BANK ONE, NA,
 Individually and as Agent

	
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 	 	 
	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 	 	 
	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 1 Bank One Plaza

	 	 	 	 	 	 	 	 	 Chicago, Illinois 60670

	 	 	 	 	 	 	 	 	 Attn: Thomas W. Doddridge

	
	 	 	 	 	 	 	 Telephone:
	 	 (312) 732-3881

	 	 	 	 	 	 	 Fax:
	 	 (312) 732-4033


 









 

	 	 	 	 	 BANK ONE, NA,
 Individually and as Agent

	
	 	 	 	 	 By:
	 	 /s/    MARIE E. BASBAGILL

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 Marie E. Basbagill

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Associate

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 1 Bank One Plaza

	 	 	 	 	 	 	 	 	 Suite IL1-0085

	 	 	 	 	 	 	 	 	 Chicago, Illinois 60670

	 	 	 	 	 	 	 	 	 Attn: Thomas W. Doddridge

	
	 	 	 	 	 	 	 Telephone:
	 	 (312) 732-3881

	 	 	 	 	 	 	 Fax:
	 	 (312) 732-4033


 

2 








 

	 	 	 	 	 Bank of America, N.A.

	
	 	 	 	 	 By:
	 	 /s/    LESLIE NANNEN

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 Leslie Nannen

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 901 Main Street

	 	 	 	 	 	 	 	 	 66th
Floor

	 	 	 	 	 	 	 	 	 Dallas, Texas 75202

	 	 	 	 	 	 	 	 	 Attn: Jeffrey M. Shaver

	
	 	 	 	 	 	 	 Telephone:
	 	 (214) 209-9031

	 	 	 	 	 	 	 Fax:
	 	 (214) 209-3742


 
 

3 









	 	 	 	 	 Fleet National Bank

	
	 	 	 	 	 By:
	 	 /s/    DAVID A. BOSSELAIT

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 David A. Bosselait

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Director

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 MA DE 10010H

	 	 	 	 	 	 	 	 	 100 Federal St.

	 	 	 	 	 	 	 	 	 Boston, MA 02110

	 	 	 	 	 	 	 	 	 Attn: Esteban V. Koosau

	
	 	 	 	 	 	 	 Telephone:
	 	 (617) 434-3667 

	 	 	 	 	 	 	 Fax:
	 	 (617) 434-1096


 

4 








 

	 	 	 	 	 AmSouth Bank

	
	 	 	 	 	 By:
	 	 /s/    DAVID A. SIMMONS

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 David A. Simmons

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Senior Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 1900 Fifth Avenue North

	 	 	 	 	 	 	 	 	 Birmingham, AL 35203

	 	 	 	 	 	 	 	 	 Attn: David A. Simmons

	
	 	 	 	 	 	 	 Telephone:
	 	 (205) 326-5924

	 	 	 	 	 	 	 Fax:
	 	 (205) 581-7479


 

5 








 

	 	 	 	 	 THE BANK OF NEW YORK

	
	 	 	 	 	 By:
	 	 /s/    DAVID TRICK

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 David Trick

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 1 Wall Street

	 	 	 	 	 	 	 	 	 17th
Floor

	 	 	 	 	 	 	 	 	 New York, NY 10286

	 	 	 	 	 	 	 	 	 Attn: David Trick

	
	 	 	 	 	 	 	 Telephone:
	 	 (212) 635-1064

	 	 	 	 	 	 	 Fax:
	 	 (212) 809-9520


 
 

6 








 

	 	 	 	 	 COMMERICA BANK

	
	 	 	 	 	 By:
	 	 /s/    CAROL S. GERAGHTY

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 Carol S. Geraghty

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 4100 Spring Valley

	 	 	 	 	 	 	 	 	 Suite 400

	 	 	 	 	 	 	 	 	 Dallas, Texas 75244

	 	 	 	 	 	 	 	 	 Attn: Janet L. Wheeler

	
	 	 	 	 	 	 	 Telephone:
	 	 (972) 361-2652 

	 	 	 	 	 	 	 Fax:
	 	 (972) 361-2550


 

7 








 

	 	 	 Committment
	 	 SouthTrust Bank

	
	 	 	 $26,000,000
	 	 By:
	 	 /s/    W. SPENCER
RAGLAND

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 W. Spencer Ragland

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 420 North 20th Street

	 	 	 	 	 	 	 	 	 A-001-TW-1103

	 	 	 	 	 	 	 	 	 Birmingham, AL 35203

	 	 	 	 	 	 	 	 	 Attn: W. Spencer Ragland

	
	 	 	 	 	 	 	 Telephone:
	 	 (205) 254-4521

	 	 	 	 	 	 	 Fax:
	 	 (205) 254-5911


 
 
 

8 








 

	 	 	 Committment
	 	 COMPASS BANK

	
	 	 	 $20,800,000
	 	 By:
	 	 /s/    ALEX MORTON

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 Alex Morton

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 15 South 20th
Street

	 	 	 	 	 	 	 	 	 Suite 201

	 	 	 	 	 	 	 	 	 Birmingham, AL 35233

	 	 	 	 	 	 	 	 	 Attn: Alex Morton

	
	 	 	 	 	 	 	 Telephone:
	 	 (205) 297-3294 

	 	 	 	 	 	 	 Fax:
	 	 (205) 297-3926


 

9 








 

	 	 	 	 	 SUNTRUST BANK

	
	 	 	 	 	 By:
	 	 /s/    DAVID PENTER

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 David Penter

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Director

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 303 Peachtree Street

	 	 	 	 	 	 	 	 	 2nd Floor, MC
1921

	 	 	 	 	 	 	 	 	 Atlanta, GA 30309

	 	 	 	 	 	 	 	 	 Attn: David Penter

	
	 	 	 	 	 	 	 Telephone:
	 	 (404) 588-8658 

	 	 	 	 	 	 	 Fax:
	 	 (404) 575-2594


 
 

10 








 

	 	 	 	 	 UMB Bank, N.A.

	
	 	 	 	 	 By:
	 	 /s/    DAVID A. PROFFITT

	 	 	 	 	 	 	

	 	 	 	 	 Print Name:
	 	 David A. Proffitt

	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 Senior Vice President

	 	 	 	 	 	 	

	
	 	 	 	 	 	 	 Address:
	 	 1010 Grand Blvd.

	 	 	 	 	 	 	 	 	 Kansas City, MO 64106

	 	 	 	 	 	 	 	 	 Attn: David A. Proffitt

	
	 	 	 	 	 	 	 Telephone:
	 	 (816) 860-7935

	 	 	 	 	 	 	 Fax:
	 	 (816) 860-7143


 
 

11 








 
PRICING SCHEDULE

 

	 	  	 LEVEL I STATUS

	  	 LEVEL II STATUS

	  	 LEVEL III STATUS

	  	 LEVEL IV STATUS

	  	 LEVEL V STATUS


	 Borrower Debt Rating
	  	 A+/A1
	  	 A/A2
	  	 A-/A3
	  	 BBB+/Baa1
	  	 <BBB+/Baa1

	
	 Applicable Facility Fee Rate
	  	 .06%
	  	 .08%
	  	 .09%
	  	 .10%
	  	 .125%

	
	 Applicable Margin
	  	 	  	 	  	 	  	 	  	 
	
	 Eurodollar Rate
	  	 .24%
	  	 .27%
	  	 .31%
	  	 .425%
	  	 .60%

	
	 Floating Rate
	  	 0.0
	  	 0.0
	  	 0.0
	  	 0.0
	  	 0.0

	
	 Applicable Utilization Fee Rate* (>33%)
	  	 .05%
	  	 .075%
	  	 .10%
	  	 .10%
	  	 .15%

	
	 Applicable Term Out Premium Rate
	  	 .10%
	  	 .125%
	  	 .15%
	  	 .25%
	  	 .375%


 
Subject to the
following two sentences, a particular Level Status shall exist on a particular day if on such day the Borrower does not qualify for a Level Status with more advantageous pricing and either the Moody’s Rating or the S&P Rating is at least
equal to the corresponding rating specified for such Level Status in the table above. In the event of a differential in Ratings of one level, Level Status shall be determined by reference to the higher of 
 


	*	 	The Applicable Utilization Fee Rate shall be payable only with respect to outstanding Advances on days when Utilization is greater than 33%. “Utilization” means, for
any day, a percentage equal to the aggregate principal amount of Loans hereunder and “Loans” and “Reimbursement Obligations” (each as defined in the Five Year Agreement) outstanding on such day (and at the close of business on
such day if a Business Day) divided by the sum on such day of the Aggregate Commitment and the “Aggregate Commitment” under the Five Year Agreement; provided that for purposes of computing Utilization (a) the Aggregate Commitment
shall be deemed to in no event be less than the aggregate outstanding principal amount of the Loans (and on and after the Revolving Credit Termination Date, the Aggregate Commitment shall be deemed to be equal to the aggregate outstanding principal
amount of the Loans) and (b) the “Aggregate Commitment” (as defined in the Five Year Agreement) shall be deemed to in no event be less than the aggregate outstanding principal amount of the “Loans” and “Reimbursement
Obligations” (each as defined in the Five Year Agreement). 

 

12 








 
the two Ratings. In the
event of a differential in Ratings of more than one level, the applicable Level Status shall be that Level Status one below the Level Status which would have been applicable had the lower Rating been the same as the higher Rating. The above ratings
are in the format of S&P Rating/Moody’s Rating. 
 
For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: 
 
“Level Status” means either Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 
 
“Moody’s” means Moody’s Investors Service, Inc., a
Delaware corporation, together with any Person succeeding thereto by merger, consolidation or acquisition of all or substantially all of its assets, including substantially all of its business of rating securities. 
 
“Moody’s Rating” means, at any time, the Borrower Debt
Rating issued by Moody’s and then in effect. 
 
“Rating” means Moody’s Rating or S&P Rating. 
 
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. 
 
“S&P Rating” means, at any time, the Borrower Debt Rating issued by S&P and then in effect. 
 
The Applicable Margin, Applicable Fee Rate and Applicable Term Out
Premium Rate shall be determined in accordance with the foregoing table based on the Borrower’s Level Status as determined from its then-current Moody’s and S&P Ratings. The Rating in effect on any date for the purposes of this
Schedule is that in effect at the close of business on such date. If at any time the Borrower has no Moody’s Rating or no S&P Rating or the Borrower does not qualify for a Level Status with more advantageous pricing, Level V Status shall
exist. 
 
 

13 








 
COMMITMENT SCHEDULE

 
 

	 Lender

	  	 Commitment


	 Bank One, NA
	  	 $
	 52,000,000

	 Bank of America, N.A.
	  	 $
	 52,000,000

	 Fleet National Bank
	  	 $
	 40,000,000

	 Amsouth Bank
	  	 $
	 39,000,000

	 The Bank of New York
	  	 $
	 26,000,000

	 Comerica Bank
	  	 $
	 26,000,000

	 Southtrust Bank
	  	 $
	 26,000,000

	 Compass Bank
	  	 $
	 20,800,000

	 Suntrust Bank
	  	 $
	 13,000,000

	 UMB Bank, NA
	  	 $
	 5,200,000

	 	  	
	

	 Total
	  	 $
	 300,000,000

	 	  	
	


 







 
SCHEDULE 1

 
SIGNIFICANT SUBSIDIARIES 
 
 

	 Name of Significant
 Subsidiary

	 	 State of
 Incorporation

	  	 Percetage of
 Voting Stock
 Owned By Borrowers
 or Subsidiaries


	 Globe Life And Accident
 Insurance Company
	 	 Delaware
	  	 100%

	
	 Liberty National Life
 Insurance
Company
	 	 Alabama
	  	 100%

	
	 United American
 Insurance
Company
	 	 Delaware
	  	 100%

	
	 United Investors Life
 Insurance
Company
	 	 Missouri
	  	 100%

	
	 American Income Life
 Insurance
Company
	 	 Indiana
	  	 100%


 







 
SCHEDULE 2

 
INSURANCE LICENSES 
 
 

	 Significant
 Insurance
 Subsidiary

	 	 Jurisdictions
 in which
 company holds
 active Licenses

	 	 Type of
 Insurance


	 Globe Life And Accident Insurance Company
	 	 All states except New York plus Guam and the District of Columbia
	 	 Life and Accident and Health

	
	 Liberty National Life Insurance Company
	 	 All states except New York plus Guam and the District of Columbia
	 	 Life and Accident and Health

	
	 United American Insurance Company
	 	 All states except New York plus the District of Columbia and Canada
	 	 Life and Accident and Health

	
	 United Investors
 Life Insurance
Company
	 	 All states except New York plus the District of Columbia
	 	 Life and Accident and Health

	
	 American Income Life Insurance Company
	 	 All states except New York plus New Zealand, Puerto Rico, the U.S. Virgin Islands, Canada, and the District of
Columbia
	 	 Life and Accident and Health

	
	 TMK Re, Ltd.
	 	 Bermuda
	 	 Reinsurance


 
 









 
EXHIBIT A

 
NOTE 
 
 

	 [$                        ]
	  	 [Date]


 
 
Torchmark Corporation, a Delaware corporation (the “Borrower”), promises to pay to the order of
                                 (the “Lender”) the lesser of the
principal sum of                      Dollars or the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower
pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, NA in Chicago, Illinois, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of
Article II of the Agreement. 
 
The Lender shall, and is
hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. 
 
This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the 364-Day Credit Agreement dated as of November 28, 2002 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, the lenders party thereto, including
the Lender, and Bank One, NA, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. 
 
 

	 TORCHMARK CORPORATION

	
	 By:
	 	 
	 	 	

	 Print Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



 









 
SCHEDULE OF LOANS AND
PAYMENTS OF PRINCIPAL 
TO 
NOTE OF TORCHMARK CORPORATION, 
DATED
                            , 
 
 

	 Date

	    	 Principal
 Amount of
 Loan

	    	 Maturity
 of Interest
 Period

	    	 Principal
 Amount
 Paid

	    	 Unpaid
 Balance


	 	    	 	    	 	    	 	    	 

 
 









 
EXHIBIT B

 
COMPLIANCE CERTIFICATE 
 
 

	To:	 	The Lenders parties to the 

Credit Agreement
Described Below 
 
This Compliance Certificate is furnished
pursuant to that certain 364-Day Credit Agreement dated as of November 28, 2002 (as amended, modified, renewed or extended from time to time, the “Agreement”) among the Borrower, the lenders party thereto and Bank One, NA, as Agent for the
Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. 
 
THE UNDERSIGNED HEREBY CERTIFIES THAT: 
 
1. I am the duly elected
                         of the Borrower; 
 
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a
detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 
 
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any
condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and 
 
4. Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. 
 
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it
has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: 
 









 

 
 

 
 

 
 

 
 
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial
statements delivered with this Certificate in support hereof, are made and delivered this                  day of
                    , 20    . 
 
 

2 








 
SCHEDULE I TO COMPLIANCE
CERTIFICATE 
 
Schedule of Compliance as of
                        , 20     with 
Provisions of 6.15, 6.16 and 6.17 of 
the Agreement 
 
 

	 1.
	  	 Section 6.15—Consolidated Net Worth
	  	 	 
	
	 	  	 A.     Consolidated Net Worth (consolidated shareholders’
equity
excluding the effect of the application of FAS 115)
	  	 $
	                 

	 	  	 	  	
	

	
	 	  	 B.     $2,216,253,000
	  	 	 
	
	 	  	 C.     Positive Consolidated Net Income for each fiscal
quarter
ending after September 30, 2001 X .25
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 D.     B plus C
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 E.     A minus D (must be greater than or equal to 0)
	  	 $
	  

	 	  	 	  	
	

	
	 	  	         Complies                      Does Not
Comply              
	  	 	 
	
	 2.
	  	 Section 6.16—Ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization
	  	 	 
	
	 	  	 A.     Consolidated Total Indebtedness
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 B.     Consolidated Capitalization
	  	 	 
	
	 	  	 (i)     Consolidated Net Worth (1A)
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 (ii)    Consolidated Total Indebtedness (2A(v))
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 (iii)   Sum of (i) and (ii)
	  	 $
	  

	 	  	 	  	
	

	 	  	 C.     Ratio of A to
B                                        
                             :1.0
	  	 	 
	
	 	  	 D.     Permitted
Ratio                                        
Less than 0.4 to 1.0
	  	 	 
	
	 	  	         Complies                      Does Not
Comply              
	  	 	 

 
 
 
 









 

	 3.
	  	 Section 6.17—Ratio of Consolidated Adjusted Net Income to Consolidated Interest Expense
	  	 	 
	
	 	  	 A.     Consolidated Adjusted Net Income (for four fiscal
quarters
ended                     , 200    )
	  	 	 
	
	 	  	 (i)     Consolidated Net Income
	  	 $
	                 

	 	  	 	  	
	

	
	 	  	 (ii)    Taxes
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 (iii)   Consolidated Interest Expense
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 (iv)   Sum of (i), (ii) and (iii)
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 B.     Consolidated Interest Expense (3A(iii))
	  	 $
	  

	 	  	 	  	
	

	
	 	  	 C.     Ratio of A to
B                                        
                                      to 1.0
	  	 	 
	
	 	  	 D.     Permitted Ratio
                                        
        Greater than 3.0 to 1.0
	  	 	 
	
	 	  	         Complies                      Does Not
Comply              
	  	 	 

 

2 








 
EXHIBIT C 
 
 
ASSIGNMENT AND ASSUMPTION AGREEMENT 
 
This Assignment and Assumption Agreement (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including
without limitation any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor. 
 

	1.	 	Assignor:
                                        
                                        
                 

 

	2.	 	Assignee:
                                        
                             [and is an Affiliate/Approved Fund of [identify Lender]]1 

 

	3.	 	Borrower(s):
                                        
                                 

 

	4.	 	Agent: Bank One, NA, as the agent under the Credit Agreement. 

 

	5.	 	Credit Agreement: The $300,000,000 364-Day Credit Agreement dated as of November 28, 2002 among Torchmark Corporation, the Lenders party thereto, Bank One, NA, as Agent, and
the other agents party thereto. 

 
 
 
 

	1	 	Select as applicable. 

 









 

	6.	 	Assigned Interest: 

 

	 Facility

	    	 Aggregate Amount of
 Commitment/Loans for all Lenders*

	    	 Amount of Commitment/Loans Assigned*

	    	 Percentage Assigned of Commitment/Loans2


	 Revolving Commitment
	    	 $                    
	    	 $                    
	    	 _______%


 

	7.	 	Trade Date:
                                        
                                        
3 

 
Effective Date:
                        , 20     [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE
OF RECORDATION OF TRANSFER BY THE AGENT.] 
 
The terms set
forth in this Assignment and Assumption are hereby agreed to: 
 

	 ASSIGNOR
 [NAME OF
ASSIGNOR]

	
	 By:
	 	 
	 	 	

	 	 	 Title:

	
	 ASSIGNEE
 [NAME OF
ASSIGNEE]

	
	 By:
	 	 
	 	 	

	 	 	 Title:



 
 
[Consented to and]4 Accepted: 
 
BANK ONE, NA, as Agent 
 

	
	 By:
	 	 
	 	 	

	 	 	 Title:


 
[Consented to:]5 
 
TORCHMARK CORPORATION 
 

	
	 By:
	 	 
	 	 	

	 	 	 Title:


 

	*	 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	2	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	3	 	Insert if satisfaction of minimum amounts is to be determined as of the Trade Date. 


	4	 	To be added only if the consent of the Agent is required by the terms of the Credit Agreement. 


	5	 	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 

 

2 








 
ANNEX 1

TERMS AND CONDITIONS FOR 
ASSIGNMENT AND ASSUMPTION 
 
 
1. Representations and Warranties. 
 
1.1 Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of
its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Documents, (v) inspecting any of the property, books or records of the Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

 
1.2. Assignee. The Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are
“plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses,
costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this
Assignment and Assumption, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (vii) attached as Schedule 1 to
this Assignment and Assumption is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will,
independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 
2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor
and the Assignee. From and after the Effective Date, the Agent shall make all 
 

3 








 
payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

 
3. General Provisions. This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of Illinois. 
 

4 








 
SCHEDULE 1

TO ASSIGNMENT AND ASSUMPTION 
 
 

	A.	 	Administrative Questionnaire 

[to be supplied
by Agent’s Closing Unit or Trading Documentation Unit] 
 

	B.	 	US and Non-US Tax Information Reporting Requirements 

[to be supplied by Agent’s Closing Unit or Trading Documentation Unit] 
 
 

5 








 
EXHIBIT D

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION 
 
To Bank One, NA, 
as Agent (the
“Agent”) under the Credit Agreement 
Described Below. 
 


	Re:	 	364-Day Credit Agreement, dated November 28, 2002 (as the same may be amended or modified, the “Credit Agreement”), among Torchmark Corporation (the
“Borrower”), the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. 

 
The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided,
however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.14 of the Credit
Agreement. 
 

	 Facility    Identification    Number(s)
	  	 
	 	  	

	 Customer/Account Name
	  	 
	 	  	

	 Transfer Funds To 
	  	 
	 	  	

	 	  	 
	 	  	

	 For Account No.
	  	 
	 	  	

	 Reference/Attention To
	  	 
	 	  	


 
 

	 Authorized Officer (Customer Representative)
	 	 Date: November 28, 2002

	
	
	 	

	 (Please Print)
	 	 Signature

	
	 Bank Officer Name
	 	 Date: November 28, 2002

	
	
	 	

	 (Please Print)
	 	 Signature


 
 
(Deliver Completed Form to Credit Support Staff For Immediate Processing) 
 









COMMITMENT ADDITION AGREEMENT 
 
This Commitment Addition Agreement (this “Agreement”) is made and entered into as of the 10th day of December, 2002 by and among Torchmark Corporation (the “Borrower”), Bank One, NA, as Agent (the “Agent”), and Regions
Bank (the “Supplemental Lender”). 
 
 
RECITALS 
 
A. The Borrower, the Agent and various financial institutions are party to that certain Credit Agreement dated as of November 28, 2002 (the
“Credit Agreement”) pursuant to which the “Aggregate Commitment” is $300,000,000. Terms used but not otherwise defined herein have the meaning ascribed to them by the Credit Agreement. 
 
B. Acting pursuant to Section 2.5(b) of the Credit Agreement, the
Borrower has elected to increase the Aggregate Commitment by $25,000,000 to $325,000,000 and has given prior notice of such fact to the Agent. 
 
C. The Supplemental Lender wishes to become a Lender under the Credit Agreement with a Commitment of $25,000,000. 
 
D. As of the date hereof there are no extensions of credit outstanding
under the Credit Agreement. 
 
NOW THEREFORE, the Agent, the
Borrower and the Supplemental Lender agree as follows: 
 
1.
The Supplemental Lender hereby joins the Credit Agreement as a Lender thereunder having a Commitment of $25,000,000 and having all the obligations and rights of a Lender thereunder as if an original party thereto. 
 
2. Each of the Agent and the Borrower consents to the foregoing
additional Commitment and joinder. 
 
3. The parties
acknowledge that, pursuant to Section 8.2 of the Credit Agreement, by virtue of this Agreement, the Credit Agreement is deemed amended without further action by any party to reflect the Supplemental Lender as a Lender thereunder with a Commitment of
$25,000,000. 
 
4. The Borrower certifies that on the date
hereof no Default or Unmatured Default has occurred and is continuing under the Credit Agreement. 
 
5. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. 
 









 
6. THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS. 
 
IN WITNESS WHEREOF, the
parties have entered into this Agreement by their duly authorized representatives as of the date first written above. 
 
 

	 TORCHMARK CORPORATION

	
	 By:
	 	 /s/    MICHAEL J. KLYCE

	 	 	

	 Name:
	 	 Michael J. Klyce

	 	 	

	 Its:
	 	 Vice President & Treasurer

	 	 	

	
	 BANK ONE, NA, as Agent and Issuer

	
	 By:
	 	 /s/    THOMAS W. DODDRIDGE

	 	 	

	 Name:
	 	 Thomas W. Doddridge

	 	 	

	 Its:
	 	 Director, Capital Markets

	
	 REGIONS BANK

	
	 By:
	 	 /s/    SHANNON I. DYE

	 	 	

	 Name:
	 	 Shannon I. Dye

	 	 	

	 Its:
	 	 Vice President