exv10w1



 





Exhibit 10.1




Published CUSIP Number:                     




$750,000,000




CREDIT AGREEMENT




Dated as of September 24, 2007




among




REINSURANCE GROUP OF AMERICA, INCORPORATED,

REINSURANCE COMPANY OF MISSOURI, INCORPORATED,

RGA REINSURANCE COMPANY,

RGA LIFE REINSURANCE COMPANY OF CANADA,

RGA REINSURANCE COMPANY (BARBADOS) LTD.,

RGA AMERICAS REINSURANCE COMPANY, LTD.,

RGA WORLDWIDE REINSURANCE COMPANY, LTD.,

RGA GLOBAL REINSURANCE COMPANY, LTD., and

RGA INTERNATIONAL REINSURANCE COMPANY LIMITED,




as Loan Parties,




BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent,




ABN AMRO BANK, N.V.,

THE BANK OF NEW YORK,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH, and

KEYBANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,




and




The Other Lenders Party Hereto




BANC OF AMERICA SECURITIES LLC

and

WACHOVIA CAPITAL MARKETS, LLC,

as

Co-Lead Arrangers and Joint Book Managers




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 	1.01	 	 	Defined Terms
	 	 	1	 
	 	1.02	 	 	Other Interpretive Provisions
	 	 	25	 
	 	1.03	 	 	Accounting Terms
	 	 	26	 
	 	1.04	 	 	Rounding
	 	 	26	 
	 	1.05	 	 	Exchange Rates; Currency Equivalents
	 	 	27	 
	 	1.06	 	 	Change of Currency
	 	 	27	 
	 	1.07	 	 	Times of Day
	 	 	28	 
	 	1.08	 	 	Letter of Credit Amounts
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	 	 	28	 
	 	2.01	 	 	Committed Loans
	 	 	28	 
	 	2.02	 	 	Borrowings, Conversions and Continuations of Committed Loans
	 	 	28	 
	 	2.03	 	 	Letters of Credit
	 	 	30	 
	 	2.04	 	 	Swing Line Loans
	 	 	42	 
	 	2.05	 	 	Prepayments
	 	 	45	 
	 	2.06	 	 	Termination or Reduction of Commitments
	 	 	46	 
	 	2.07	 	 	Repayment of Loans
	 	 	47	 
	 	2.08	 	 	Interest
	 	 	47	 
	 	2.09	 	 	Fees
	 	 	48	 
	 	2.10	 	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	 	49	 
	 	2.11	 	 	Evidence of Debt
	 	 	49	 
	 	2.12	 	 	Payments Generally; Administrative Agent’s Clawback
	 	 	50	 
	 	2.13	 	 	Sharing of Payments by Lenders
	 	 	52	 
	 	2.14	 	 	Respective Obligations of Loan Parties; Additional Loan Parties
	 	 	52	 
	 	2.15	 	 	Extension of Maturity Date
	 	 	54	 
	 	2.16	 	 	Increase in Commitments
	 	 	55	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	56	 
	 	3.01	 	 	Taxes
	 	 	56	 
	 	3.02	 	 	Illegality
	 	 	59	 
	 	3.03	 	 	Inability to Determine Rates
	 	 	59	 
	 	3.04	 	 	Increased Costs; Reserves on Eurocurrency Rate Loans
	 	 	60	 
	 	3.05	 	 	Compensation for Losses
	 	 	61	 
	 	3.06	 	 	Mitigation Obligations; Replacement of Lenders
	 	 	62	 
	 	3.07	 	 	Survival
	 	 	63	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 	 	63	 
	 	4.01	 	 	Conditions of Initial Credit Extension
	 	 	63	 
	 	4.02	 	 	Conditions to all Credit Extensions
	 	 	64	 






i 









 








TABLE OF CONTENTS (continued)




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	 	 	65	 
	 	5.01	 	 	Existence, Qualification and Power
	 	 	65	 
	 	5.02	 	 	Authorization; No Contravention
	 	 	66	 
	 	5.03	 	 	Governmental Authorization; Other Consents
	 	 	66	 
	 	5.04	 	 	Binding Effect
	 	 	66	 
	 	5.05	 	 	Financial Statements
	 	 	66	 
	 	5.06	 	 	Litigation
	 	 	66	 
	 	5.07	 	 	No Default
	 	 	67	 
	 	5.08	 	 	Ownership of Property; Liens
	 	 	67	 
	 	5.09	 	 	Burdensome Provisions
	 	 	67	 
	 	5.10	 	 	Pari Passu Status
	 	 	67	 
	 	5.11	 	 	Taxes
	 	 	67	 
	 	5.12	 	 	ERISA Compliance
	 	 	67	 
	 	5.13	 	 	Subsidiaries
	 	 	68	 
	 	5.14	 	 	Margin Regulations; Investment Company Act
	 	 	68	 
	 	5.15	 	 	Disclosure
	 	 	68	 
	 	5.16	 	 	Compliance with Laws
	 	 	69	 
	 	5.17	 	 	Taxpayer Identification Number; Other Identifying Information
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	 	 	69	 
	 	6.01	 	 	Financial Statements
	 	 	69	 
	 	6.02	 	 	Certificates; Other Information
	 	 	70	 
	 	6.03	 	 	Notices
	 	 	72	 
	 	6.04	 	 	Payment of Obligations
	 	 	73	 
	 	6.05	 	 	Preservation of Existence, Etc
	 	 	73	 
	 	6.06	 	 	Maintenance of Properties
	 	 	73	 
	 	6.07	 	 	Maintenance of Insurance
	 	 	73	 
	 	6.08	 	 	Compliance with Laws
	 	 	73	 
	 	6.09	 	 	Books and Records
	 	 	73	 
	 	6.10	 	 	Inspection Rights
	 	 	73	 
	 	6.11	 	 	Use of Proceeds
	 	 	74	 
	 	6.12	 	 	Approvals and Authorizations; Enforceability
	 	 	74	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	 	 	74	 
	 	7.01	 	 	Liens
	 	 	74	 
	 	7.02	 	 	Guaranties
	 	 	75	 
	 	7.03	 	 	Indebtedness
	 	 	75	 
	 	7.04	 	 	Merger or Consolidation
	 	 	75	 
	 	7.05	 	 	Dispositions
	 	 	75	 
	 	7.06	 	 	Restricted Payments
	 	 	75	 
	 	7.07	 	 	Issuance or Disposition of Equity Interests
	 	 	76	 
	 	7.08	 	 	Transactions with Affiliates
	 	 	76	 
	 	7.09	 	 	Burdensome Agreements
	 	 	76	 






ii 









 






TABLE OF CONTENTS (continued)




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	7.10	 	 	Taxes of Other Persons
	 	 	76	 
	 	7.11	 	 	Financial Covenants
	 	 	76	 
	 	7.12	 	 	Line of Business; Acquisitions
	 	 	76	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	 	 	77	 
	 	8.01	 	 	Events of Default
	 	 	77	 
	 	8.02	 	 	Remedies Upon Event of Default
	 	 	79	 
	 	8.03	 	 	Application of Funds
	 	 	79	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	 	 	80	 
	 	9.01	 	 	Appointment and Authority
	 	 	80	 
	 	9.02	 	 	Rights as a Lender
	 	 	80	 
	 	9.03	 	 	Exculpatory Provisions
	 	 	81	 
	 	9.04	 	 	Reliance by Administrative Agent
	 	 	82	 
	 	9.05	 	 	Delegation of Duties
	 	 	82	 
	 	9.06	 	 	Resignation of Administrative Agent
	 	 	82	 
	 	9.07	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	83	 
	 	9.08	 	 	No Other Duties, Etc
	 	 	84	 
	 	9.09	 	 	Administrative Agent May File Proofs of Claim
	 	 	84	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	84	 
	 	10.01	 	 	Amendments, Etc
	 	 	84	 
	 	10.02	 	 	Notices; Effectiveness; Electronic Communication
	 	 	86	 
	 	10.03	 	 	No Waiver; Cumulative Remedies
	 	 	88	 
	 	10.04	 	 	Expenses; Indemnity; Damage Waiver
	 	 	88	 
	 	10.05	 	 	Payments Set Aside
	 	 	90	 
	 	10.06	 	 	Successors and Assigns
	 	 	90	 
	 	10.07	 	 	Treatment of Certain Information; Confidentiality
	 	 	94	 
	 	10.08	 	 	Right of Setoff
	 	 	95	 
	 	10.09	 	 	Interest Rate Limitation
	 	 	95	 
	 	10.10	 	 	Counterparts; Integration; Effectiveness
	 	 	96	 
	 	10.11	 	 	Survival of Representations and Warranties
	 	 	96	 
	 	10.12	 	 	Severability
	 	 	96	 
	 	10.13	 	 	Replacement of Lenders
	 	 	96	 
	 	10.14	 	 	Governing Law; Jurisdiction; Etc
	 	 	97	 
	 	10.15	 	 	Waiver of Jury Trial
	 	 	98	 
	 	10.16	 	 	No Advisory or Fiduciary Responsibility
	 	 	98	 
	 	10.17	 	 	NAIC Approved Bank
	 	 	99	 
	 	10.18	 	 	USA PATRIOT Act Notice
	 	 	99	 
	 	10.19	 	 	Judgment Currency
	 	 	99	 
	 	10.20	 	 	ENTIRE AGREEMENT
	 	 	100	 






iii 









 






TABLE OF CONTENTS (continued)




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XI. CONTINUING COMPANY GUARANTY	 	 	100	 
	 	11.01	 	 	Guaranty
	 	 	100	 
	 	11.02	 	 	Rights of Lenders
	 	 	100	 
	 	11.03	 	 	Certain Waivers
	 	 	100	 
	 	11.04	 	 	Obligations Independent
	 	 	101	 
	 	11.05	 	 	Subrogation
	 	 	101	 
	 	11.06	 	 	Termination; Reinstatement
	 	 	101	 
	 	11.07	 	 	Subordination
	 	 	101	 
	 	11.08	 	 	Stay of Acceleration
	 	 	102	 
	 	11.09	 	 	Condition of Loan Parties
	 	 	102	 
	 
	     SIGNATURES	 	 	S-1	 






iv 









 





	 	 	 	 	 
	SCHEDULES	 	 

	 	 	 	 	 

	 	1.01	(a)	 	Mandatory Cost Formula

	 	2.01	 	 	Commitments and Applicable Percentages

	 	2.03	 	 	Existing Letters of Credit

	 	5.13	 	 	Subsidiaries

	 	5.17	 	 	Identification Numbers for Loan Parties that are Foreign Subsidiaries

	 	7.01	 	 	Existing Liens

	 	7.02	 	 	Existing Guaranties

	 	10.02	 	 	Administrative Agent’s Office; Certain Addresses for Notices

	 	 	 	 	 

	EXHIBITS	 	 

	 	 	 	 	Form of

	 	 	 	 	 

	 	A	 	 	Committed Loan Notice

	 	B	 	 	Swing Line Loan Notice

	 	C	 	 	Note

	 	D	 	 	Compliance Certificate

	 	E	 	 	Assignment and Assumption

	 	F	 	 	Loan Party Request and Assumption Agreement

	 	G	 	 	Loan Party Notice







v 









 





CREDIT AGREEMENT




     This CREDIT AGREEMENT (“Agreement”) is entered into as of September 24, 2007, among
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the “Company” and a
“Loan Party”), REINSURANCE COMPANY OF MISSOURI, INCORPORATED, RGA REINSURANCE COMPANY, RGA
LIFE REINSURANCE COMPANY OF CANADA, RGA REINSURANCE COMPANY (BARBADOS) LTD., RGA AMERICAS
REINSURANCE COMPANY, LTD., RGA WORLDWIDE REINSURANCE COMPANY, LTD., RGA GLOBAL REINSURANCE COMPANY,
LTD., and RGA INTERNATIONAL REINSURANCE COMPANY LIMITED (each a “Loan Party” and, together
with the Company, the “Loan Parties”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent, and ABN AMRO BANK, N.V., THE BANK OF NEW YORK, THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD. NEW YORK BRANCH, and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents.



     The Company has requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Adjusted Consolidated Net Worth” means, at any time, without duplication,
Consolidated Net Worth less consolidated Mandatorily Redeemable Stock (except to the extent
deducted in calculating Consolidated Net Worth) plus the aggregate outstanding amount of Hybrid
Securities not in excess of the Hybrid Exclusion Amount, in each case, as of such time.
Additionally, any mezzanine equity, Perpetual Preferred Stock or other securities issued from time
to time by the Company or an affiliated special purpose entity will be accorded the same treatment
as given by S&P to such mezzanine equity, Perpetual Preferred Stock or other securities.



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02
with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



1









 





     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Aggregate Commitments” means the Commitments of all the Lenders. As of the Closing
Date, the Aggregate Commitments are $750,000,000.



     “Agreement” means this Credit Agreement.



     “Alternative Currency” means each of Euro, British Sterling, Japanese Yen, Canadian
Dollars and each other currency (other than Dollars) that is approved in accordance with
Section 1.06.



     “Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase
of such Alternative Currency with Dollars.



     “Alternative Reserve Agreements” means documentation and commitments relating to a
transaction entered into by the Company or its Subsidiaries to finance the regulatory or
operational requirements, including regulatory reserve collateral requirements, of an Insurance
Company, including, but not limited to: (i) the creation and financing of Captive Subsidiaries,
(ii) the creation and financing of special purpose entities, (iii) entering into reinsurance
arrangements with affiliated and non-affiliated parties, (iv) the issuance of notes, securities, or
other obligations to affiliated and non-affiliated parties, (v) entering into financial guarantee
policies, letter of credit facilities or other obligations, and/or (vi) the making of agreements
ancillary to the above.



     “Anniversary Date” shall have the meaning set forth in Section 2.15(a).



     “Applicable Insurance Regulatory Authority” means, for any Insurance Company, an
insurance commission or similar administrative authority or agency to which such Person is subject.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time. If the Commitment of each Lender to make Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or
if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.



2









 





     “Applicable Rate” means, from time to time, the following percentages per annum, based
upon the Debt Rating as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Margin
	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	 	 	 	for LIBOR
	 	 	 	 	 	 	 	 	Applicable	 	Margin for	 	 	 	 	 	Loans/Letter
	 	 	 	 	 	 	 	 	Margin for	 	LIBOR	 	 	 	 	 	of Credit Fee
	 	 	 	 	 	 	 	 	LIBOR	 	Loans/Letter	 	 	 	 	 	with Facility
	Pricing	 	 	 	Facility	 	Loans/Letter	 	of Credit Fee,	 	Utilization	 	Fee and
	Level	 	Debt Rating	 	Fee	 	of Credit Fee	 	with Facility Fee	 	Fee	 	Utilization Fee
	1

	 	>A+ / A1
	 	 	0.05	%	 	 	0.15	%	 	 	0.20	%	 	 	0.05	%	 	 	0.250	%
	2

	 	A / A2
	 	 	0.06	%	 	 	0.19	%	 	 	0.25	%	 	 	0.05	%	 	 	0.300	%
	3

	 	A- / A3
	 	 	0.07	%	 	 	0.23	%	 	 	0.30	%	 	 	0.05	%	 	 	0.350	%
	4

	 	BBB+ / Baa1
	 	 	0.09	%	 	 	0.31	%	 	 	0.40	%	 	 	0.05	%	 	 	0.450	%
	5

	 	<BBB / Baa2
	 	 	0.12	%	 	 	0.38	%	 	 	0.50	%	 	 	0.10	%	 	 	0.600	%







     “Debt Rating” means, as of any date of determination, the rating
as determined by S&P and/or Moody’s (collectively, the “Debt Ratings”) of
the Company’s non-credit-enhanced, senior unsecured long-term debt;
provided that (a) if the respective Debt Ratings issued by foregoing rating
agencies differ by one level, then the Pricing Level for the higher of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and
the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in
Debt Ratings of more than one level, then the Pricing Level that is one level lower
than the Pricing Level of the higher Debt Rating shall apply; (c) if the Company
has only one Debt Rating, the Pricing Level of such Debt Rating shall apply; and
(d) if the Company does not have any Debt Rating, Pricing Level 5 shall apply.


Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change in the
Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.




     “Applicable Time” means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as
may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be
necessary for timely settlement on the relevant date in accordance with normal banking procedures
in the place of payment.



     “Arranger” means Banc of America Securities LLC, in its capacity as joint lead
arranger and joint book manager, and Wachovia Capital Markets, LLC, in its capacity as joint lead
arranger and joint book manager.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another.



3









 





     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
E or any other form approved by the Administrative Agent.



     “Audited Financial Statements” means the audited consolidated balance sheet of the
Company and its Subsidiaries for the fiscal year ended December 31, 2006, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Company and its Consolidated Subsidiaries, including the notes thereto.



     “Availability Period” means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (c) the date of termination of the Commitment of each Lender
to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs
and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.



     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may
require.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is
located and:



     (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect
of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to
this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings
in deposits in Dollars are conducted by and between banks in the London interbank eurodollar
market;



4









 





     (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of
any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;



     (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on which dealings in
deposits in the relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and



     (d) if such day relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other
than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be
carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than
any interest rate settings), means any such day on which banks are open for foreign exchange
business in the principal financial center of the country of such currency.



     “Canadian Dollar” and “C$” mean the lawful currency of Canada.



     “Captive Subsidiary” means a Wholly Owned Subsidiary, established to facilitate
transactions pursuant to any Alternative Reserve Agreement, that exclusively or primarily insures
the risks of an Affiliate.



     “Cash Collateral” has the meaning specified in Section 2.03(g).



     “Cash Collateralize” has the meaning specified in Section 2.03(g).



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having the force of Law)
by any Governmental Authority.



     “Change of Control” with respect to the Company, shall be deemed to have occurred if
at any time: (i) any Person, or group of Persons acting in concert, other than MetLife Inc. and its
Subsidiaries, beneficially owns, directly or indirectly more than 20% of the Equity Interests of
the Company entitled to vote in elections of the Board of Directors of the Company; or (ii) any
Person, or group of Persons acting in concert, other than MetLife Inc. and its Subsidiaries, has
the power, directly or indirectly, to elect the majority of the Board of Directors of the Company.



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.



     “Code” means the Internal Revenue Code of 1986.



     “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to
the Company pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one



5









 







time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.



     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.



     “Committed Loan” has the meaning specified in Section 2.01.



     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion
of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A.



     “Company” has the meaning specified in the introductory paragraph hereto.



     “Company Guaranty” means the Company Guaranty made by the Company in favor of the
Administrative Agent and the Lenders.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
D.



     “Confirming Bank” means, with respect to any Lender or proposed Lender, any other
Person which is listed on the NAIC Approved Bank List that has agreed, by delivery of an agreement
between such Lender and such other Person in a written agreement satisfactory to the Administrative
Agent, to (a) honor the obligations of such Lender in respect of a draft complying with the terms
of a Multi-Issuer Letter of Credit, as if, and to the extent, such other Person were the “issuing
bank" (in place of such Lender) named in such Multi-Issuer Letter of Credit or (b) issue
such Lender’s percentage of each Multi-Issuer Letter of Credit on behalf of such Lender.



     “Consolidated Indebtedness” means, at any time, the consolidated Indebtedness of the
Company and its Consolidated Subsidiaries determined in accordance with GAAP as of such time and,
to the extent not otherwise included as consolidated Indebtedness of the Company and its
Consolidated Subsidiaries, Guaranties by the Company or any Consolidated Subsidiary of any funded
Indebtedness of a Subsidiary that is not a Consolidated Subsidiary; provided, however, for purposes
of calculating the covenant contained in Section 7.11(b), Consolidated Indebtedness shall
not include (i) the obligation of the Company or any Subsidiary under letters of credit and under
Guaranties of reimbursement obligations with respect to such letters of credit to the extent
undrawn (or, if a demand has been made under any such letter of credit, then Consolidated
Indebtedness shall not include the portion of the demanded amount that has been repaid), (ii) the
obligation of the Company or any Subsidiary under any Insurance Subsidiary Guaranty to the extent
no demand has been made or deemed made on such Insurance Subsidiary Guaranty (or, if a demand has
been made under such Insurance Subsidiary Guaranty, to the extent the demanded amount has been
paid), (iii) the aggregate outstanding Indebtedness evidenced by Hybrid Securities to the extent
such Indebtedness does not exceed the Hybrid Exclusion Amount, (iv) Indebtedness under Alternative
Reserve Agreements to the extent neither S&P nor Moody’s



6









 







includes indebtedness under such Alternative Reserve Agreements as financial leverage and (v)
any additional mezzanine equity, Perpetual Preferred Stock or other securities issued from time to
time by the Company or an affiliated special purpose entity to the extent that they are treated as
equity by S&P. For the purpose of calculating Consolidated Indebtedness, Hybrid Securities shall
be treated in a manner consistent with S&P’s treatment of such Hybrid Securities as of the later of
(x) the date of such Hybrid Securities’ issuance or (y) the Closing Date.



     “Consolidated Net Worth” means, at any time, without duplication, the consolidated
stockholders’ equity of the Company and its Consolidated Subsidiaries (without giving effect to any
adjustments included in accumulated other comprehensive income).



     “Consolidated Subsidiary” means, with respect to any Person at any time, any other
Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements at such time.



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Debt Rating” has the meaning specified in the definition of “Applicable Rate.”



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if
any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost)
otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of
Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Committed Loans, participations in L/C Obligations or participations in Swing Line Loans



7









 







required to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder (unless such failure has been cured), (b) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due, unless the subject of a good faith dispute
or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding.



     “Dollar” and “$” mean lawful money of the United States.



     “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of
the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.



     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), (v), (vi), and (vii) (subject to such
consents, if any, as may be required under Section 10.06(b)(iii)).



     “EMU” means the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam
Treaty of 1998.



     “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



8









 





     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company
or any ERISA Affiliate.



     “Euro” and “EUR” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



     “Eurocurrency Rate” means, for any Interest Period with respect to a Eurocurrency Rate
Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or other commercially available source providing quotations of BBA LIBOR
as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for deposits in the
relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason, then the
“Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the
first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency
Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore interbank market for such
currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.



     “Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on
the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate
Loans.



     “Event of Default” has the meaning specified in Section 8.01.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of any
Loan Party hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar
tax



9









 







imposed by any other jurisdiction in which such Loan Party is located and (c) except as
provided in the following sentence, in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Company under Section 10.13), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or
inability (other than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new Lending Office (or assignment), to receive additional amounts from the
applicable Loan Party with respect to such withholding tax pursuant to Section 3.01(a).
Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not
include any withholding tax imposed at any time on payments made by or on behalf of a Foreign
Obligor to any Lender hereunder or under any other Loan Document, provided that such Lender
shall have complied with the last paragraph of Section 3.01(e).



     “Existing Credit Agreement” means that certain Credit Agreement dated as of September
29, 2005 (as it may have been amended, modified or restated) among the Company, certain additional
loan parties, the Bank of New York, as agent, and a syndicate of lenders.



     “Existing Guaranty” means (a) any Guaranty outstanding on the Closing Date, to the
extent set forth on Schedule 7.02, and (b) any Guaranty that constitutes a renewal,
extension or replacement of an Existing Guaranty, but only if (i) at the time such Guaranty is
entered into and immediately after giving effect thereto, no Default would exist, (ii) such
Guaranty is binding only on the obligor or obligors under the Guaranty so renewed, extended or
replaced, (iii) the principal amount of the obligations Guaranteed by such Guaranty does not exceed
the principal amount of the obligations Guaranteed by the Guaranty so renewed, extended or replaced
at the time of such renewal, extension or replacement and (iv) the obligations Guaranteed by such
Guaranty bear interest at a rate per annum not exceeding the rate borne by the obligations
Guaranteed by the Guaranty so renewed, extended or replaced except for any increase that is
commercially reasonable at the time of such increase.



     “Existing Letters of Credit” means the letters of credit issued under the Existing
Credit Agreement and more specifically listed on Schedule 2.03.



     “Existing Maturity Date” shall have the meaning set forth in Section 2.15(a).



     “Federal Funds Rate” means, for any day, the 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 by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



10









 





     “Fee Letter” means the letter agreement, dated as of August 6, 2007 among the Company,
the Administrative Agent and the Arranger.



     “Foreign Lender” means, with respect to any Loan Party, any Lender that is organized
under the laws of a jurisdiction other than that in which such Loan Party is resident for tax
purposes. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.



     “Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.



     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fronted Letters of Credit” means the letters of credit issued under Section
2.03 that are not specifically designated as Multi-Issuer Letters of Credit.



     “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 activities.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Guarantee” or “Guaranty” means, as to any Person, any obligation, contingent
or otherwise, of such Person (a) to pay any Liability of any other Person or to otherwise protect,
or having the practical effect of protecting, the holder of any such Liability against loss
(whether such obligation arises by virtue of such Person being a partner of a partnership or
participant in a joint venture or by agreement to pay, to keep well, to purchase assets, goods,
securities or services or to take or pay, or otherwise) or (b) incurred in connection with the
issuance by a third Person of a Guaranty of any Liability of any other Person (whether such
obligation arises by agreement to reimburse or indemnify such third Person or otherwise). The term
“Guarantee” as a verb has a corresponding meaning.



     “Hybrid Exclusion Amount” means, on the date of determination, an amount equal to 15%
of the sum of (i) the Hybrid Securities outstanding on such date, (ii) Consolidated



11









 







Indebtedness as of such date (excluding, to the extent otherwise included, Hybrid Securities)
and (iii) the Consolidated Net Worth as of such date (excluding, to the extent otherwise included,
Hybrid Securities).



     “Hybrid Securities” shall mean, at any time, trust preferred securities, deferrable
interest subordinated debt securities, mandatory convertible debt or other hybrid securities issued
by the Company or any other Loan Party that (i) are accorded equity treatment by S&P and (ii) that,
by their terms (or by the terms of any security into which they are convertible for or which they
are exchangeable) or upon the happening of any event or otherwise, do not mature or are not
mandatorily redeemable or are not subject to any mandatory repurchase requirement, at any time on
or prior to the date which is six months after the Maturity Date.



     “Indebtedness” of any Person means (in each case, whether such obligation is with full
or limited recourse) (a) any obligation of such Person for borrowed money, (b) any obligation of
such Person evidenced by a bond, debenture, note or other similar instrument, (c) any obligation of
such Person to pay the deferred purchase price of property or services, except a trade account
payable that arises in the ordinary course of business but only if and so long as the same is
payable on customary trade terms, (d) any obligation of such Person as lessee under a capital
lease, (e) any Mandatorily Redeemable Stock of such Person owned by any Person other than such
Person or a Wholly Owned Subsidiary of such Person (the amount of such Mandatorily Redeemable Stock
to be determined for this purpose as the higher of the liquidation preference of and the amount
payable upon redemption of such Mandatorily Redeemable Stock), (f) any obligation, contingent or
otherwise, of such Person to reimburse any other Person in respect of amounts paid under a letter
of credit or other Guaranty issued by such other Person other than any such reimbursement
obligation in respect of performance bonds and letters of credit to provide security for worker’s
compensation claims incurred in the ordinary course of business to the extent that such
reimbursement obligation does not remain outstanding after it becomes non-contingent, (g) any
obligation with respect to an interest rate or currency swap or similar obligation obligating such
Person to make payments, whether periodically or upon the happening of a contingency, except that
if any agreement relating to such obligation provides for the netting of amounts payable by and to
such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by
and to such Person, then in each such case, the amount of such obligation shall be the net amount
thereof, (h) any Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) a Lien on any asset of such
Person and (i) any Indebtedness of others Guaranteed by such Person.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitees” has the meaning specified in Section 10.04(b).



     “Information” has the meaning specified in Section 10.07.



     “Initial Credit Extension” means the first Credit Extension made under this Agreement.



     “Insurance Company” means any Subsidiary which is engaged primarily in the
underwriting of insurance or reinsurance.



12









 





     “Insurance Subsidiary Guaranty” means any Guaranty issued by the Company or a
Subsidiary guaranteeing the liability of any Subsidiary that is an Insurance Company in respect of
any reinsurance underwritten by such Subsidiary or in connection with an Alternative Reserve
Agreement (other than any Alternative Reserve Agreement that is non-recourse to the Company or any
Subsidiary).



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date.



     “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on
the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency
Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the
Company in its Committed Loan Notice; provided that:



     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day;



     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month at the end of such
Interest Period; and



     (c) no Interest Period shall extend beyond the Maturity Date.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other Person and any
arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions) of assets of another
Person that constitute a business unit. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.



     “Irish L/C Issuer” means a Lender hereunder which is an Irish credit institution
licensed under the Central Banks Acts 1971-2004 or a credit institution that is authorized to carry
on the activities set forth in the Schedule to the European Communities (Licensing and Supervision
of Credit Institutions) Regulations 1992 (as amended) (including, but not limited to, providing
guarantees, letters of credit and commitments) within Ireland by the establishment of a branch or



13









 







by way of the provision of services, and the undertaking or provision of such activities is in
accordance with such credit institution’s authorization.



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, treaties, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities of any Governmental Authority.



     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances
shall be denominated in Dollars.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed within one Business Day of the date made or refinanced as a
Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder; provided, however, that the
Company shall be entitled to appoint up to two additional Lenders as L/C Issuers with the consent
of the Administrative Agent, which consent shall not be unreasonably withheld.



     “L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.08. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



14









 





     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Company and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder. Letters of
Credit may be issued in Dollars or in an Alternative Currency. Letters of Credit may be
Multi-Issuer Letters of Credit as provided in Section 2.03(m).



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(i).



     “Liability” of any Person means (in each case, whether with full or limited recourse)
any Indebtedness, liability, obligation, covenant or duty of or binding upon, or any term or
condition to be observed by or binding upon, such Person or any of its assets, of any kind, nature
or description, direct or indirect, absolute or contingent, due or not due, contractual or
tortuous, liquidated or unliquidated, whether arising under contract, applicable law, or otherwise,
whether now existing or hereafter arising, and whether for the payment of money or the performance
or non-performance of any act.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).



     “Loan” means an extension of credit by a Lender to the Company under Article
II in the form of a Committed Loan or a Swing Line Loan.



     “Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter
and the Company Guaranty.



     “Loan Parties” has the meaning specified in the recitals hereto.



     “Mandatorily Redeemable Stock” means, with respect to any Person, any share of such
Person’s Equity Interests to the extent that it is (a) redeemable, payable or required to be
purchased or otherwise retired or extinguished, or convertible into any Indebtedness or other
Obligation of such Person, (i) at a fixed or determinable date, whether by operation of a sinking
fund or otherwise, (ii) at the option of any Person other than such Person or (iii) upon the
occurrence of a condition not solely within the control of such Person, such as a redemption
required to be made out of future earnings or (b) convertible into Mandatorily Redeemable Stock.



15









 





     “Mandatory Cost” means, with respect to any period, the percentage rate per annum
determined in accordance with Schedule 1.01(a).



     “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the results of operations, business, properties, or financial condition of the
Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the
rights and remedies of the Administrative Agent or any Lender under any of the Loan Documents or of
the ability of any Loan Party to perform its obligations under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a party.



     “Material Subsidiary” means any Loan Party and any other Subsidiary as to which (a)
the aggregate gross revenues of itself and its Subsidiaries (as determined on a consolidated basis
in accordance with GAAP) for its most recently ended fiscal year are greater than or equal to 10%
of the aggregate gross revenues of the Company and its Consolidated Subsidiaries (as determined on
a consolidated basis in accordance with GAAP) for such fiscal year or (b) the aggregate equity
capital of itself and its Subsidiaries (as determined on a consolidated basis in accordance with
GAAP) at such time are greater than or equal to 10% of the aggregate equity capital of the Company
and its Subsidiaries (as determined on a consolidated basis in accordance with GAAP) at such time.



     “Maturity Date” means the later of (a) September 24, 2012 and (b) if maturity is
extended pursuant to Section 2.15, such extended maturity date as determined pursuant to
such Section; provided, however, that, in each case, if such date is not a Business
Day, the Maturity Date shall be the next preceding Business Day.



     “Model Act” means the Risk-Based Capital for Life and/or Health Insurers Model Act and
the rules, regulations and procedures prescribed from time to time by the NAIC with respect
thereto, in each case as amended, modified or supplemented from time to time by the NAIC.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Multi-Issuer Letters of Credit” means the letters of credit issued under Section
2.03(m).



     “NAIC” means the National Association of Insurance Commissioners or any successor
thereto.



     “NAIC Approved Bank” means (a) any Person that is a bank or other financial
institution listed on the NAIC Approved Bank List or (b) any Lender as to which its Confirming Bank
is a bank or other financial institution listed on the NAIC Approved Bank List.



     “NAIC Approved Bank List” means the most current “Bank List” of banks or other
financial institutions approved by the NAIC.



16









 





     “Note” means a promissory note made by the Company in favor of a Lender evidencing
Credit Extensions made by such Lender to the Company, substantially in the form of Exhibit
C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Outstanding Amount” means (i) with respect to Committed Loans on any date, the Dollar
Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with
respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on
such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount
of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements by the Company of
Unreimbursed Amounts.



     “Overnight Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the amount with respect
to which such rate is being determined, would be offered for such day



17









 







by a branch or Affiliate of Bank of America in the applicable offshore interbank market for
such currency to major banks in such interbank market.



     “Participant” has the meaning specified in Section 10.06(d).



     “Participating Lender” means, from time to time, with respect to any Multi-Issuer
Letter of Credit, a Lender that is unable due to regulatory restrictions or other legal impediments
to issue such Multi-Issuer Letter of Credit because of its relationship to the beneficiary and/or a
Lender that is not, or that loses its status as, an NAIC Approved Bank.



     “Participating Member State” means each state so described in any EMU Legislation.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.



     “Permitted Guaranty” means any Guaranty that (a) is an endorsement of a check for
collection in the ordinary course of business, (b) constitutes Indebtedness permitted under
Section 7.03, or (c) is an Insurance Subsidiary Guaranty.



     “Permitted Liens” means



     (a) any Lien securing and only securing the obligations of one or more Loan Parties under the
Loan Documents;



     (b) any Lien securing a tax, assessment or other governmental charge or levy or the claim of a
materialman, mechanic, carrier, warehouseman or landlord for labor, materials, supplies or rentals
incurred in the ordinary course of business, but only if payment thereof shall not at the time be
required to be made in accordance with Section 6.04 and foreclosure, distraint, sale or
other similar proceedings shall not have been commenced;



     (c) any Lien on the properties and assets of a Subsidiary of any Loan Party securing an
obligation owing to such Loan Party;



     (d) any Lien consisting of a deposit or pledge made in the ordinary course of business in
connection with, or to secure payment of, obligations under workers’ compensation, unemployment
insurance or similar legislation;



     (e) any Lien arising pursuant to an order of attachment, distraint or similar legal process
arising in connection with legal proceedings, but only if and so long as the execution or other
enforcement thereof is not unstayed for more than 30 days;



18









 





     (f) any Lien existing on (i) any property or asset of any Person at the time such Person
becomes a Subsidiary or (ii) any property or asset at the time such property or asset is acquired
by the Company or a Subsidiary, but only, in the case of either (i) or (ii), if and so long as (A)
such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or
asset being acquired, (B) such Lien is and will remain confined to the property or asset subject to
it at the time such Person becomes a Subsidiary or such property or asset is acquired and to fixed
improvements thereafter erected on such property or asset, (C) such Lien secures only the
obligation secured thereby at the time such Person becomes a Subsidiary or such property or asset
is acquired and (D) the obligation secured by such Lien is not in default;



     (g) any Lien in existence on the Closing Date to the extent set forth on Schedule
7.01, but only, in the case of each such Lien, to the extent it secures an obligation
outstanding on the Agreement Date to the extent set forth on such Schedule;



     (h) nonconsensual Liens incurred in the ordinary course of business in favor of financial
intermediaries and clearing agents pending clearance of payments for Investment;



     (i) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution; provided, that (i) such deposit
account is not a dedicated cash collateral account and is not subject to restrictions against
access by the Loan Parties in excess of those set forth by regulations promulgated by the Board of
Governors of the United States Federal Reserve System, and (ii) such deposit account is not
intended by the Loan Parties or any Subsidiary to provide collateral to the depository institution;



     (j) Liens consisting of deposits made by any Insurance Company with the insurance regulatory
authority in its jurisdiction of formation or other statutory Liens or Liens or claims imposed or
required by applicable insurance law or regulation against the assets of any Insurance Company, in
each case in favor of all policyholders of such Insurance Company and in the ordinary course of
such Insurance Company’s business;



     (k) any Lien on (i) Investments and cash balances of any Subsidiary formed in connection with
an Alternative Reserve Agreement, and (ii) Investments and cash balances of any Captive Subsidiary
(including the Equity Interests of such Captive Subsidiary) in each case, securing obligations of
such Subsidiary and such Captive Subsidiary in connection with an Alternative Reserve Agreement;



     (l) any Lien on Investments and cash balances of the Company to secure its obligations to a
Captive Subsidiary or any Subsidiary formed in connection with an Alternative Reserve Agreement;



     (m) any Lien on Investments and cash balances of any Insurance Company (other than any Equity
Interests of any Subsidiary) securing obligations of such Person in respect of (i) letters of
credit obtained in the ordinary course of business to support reinsurance liabilities of any
Insurance Company, (ii) trust arrangements formed in the ordinary course of business for the
benefit of cedents to secure reinsurance recoverables owed to them by any Insurance Company,



19









 







or (iii) other security arrangements in connection with reinsurance agreements or regulatory
requirements;



     (n) Liens securing repayment of funds advanced to the Company and its Subsidiaries under
custody agreements, securities lending arrangements, securities clearing agreements and similar
arrangements entered into in the ordinary course of business;



     (o) Liens securing the obligations of the Company or any Subsidiary under or in connection
with a Swap Contract;



     (p) Liens in connection with any repurchase agreement, buy-sell agreement, customer account
agreement or similar agreement or instrument on assets or property transferred by the Company or
any Subsidiary thereunder, securing the obligation of the Company or such Subsidiary to repurchase
or buy such assets or property as well as its other obligations under such repurchase agreement,
buy/sell agreement, customer account agreement or similar agreement or instrument;



     (q) Liens in favor of the Federal Home Loan Bank (the “FHLB”) to secure loans made by
the FHLB to the Company or any Material Subsidiary in the ordinary course of business;



     (r) any Lien constituting a renewal, extension or replacement of a Lien constituting a
Permitted Lien by virtue of clauses (f) and (g) of this definition, but only if (i)
at the time such Lien is granted and immediately after giving effect thereto, no Default would
exist, (ii) such Lien is limited to all or a part of the property or asset that was subject to the
Lien so renewed, extended or replaced and to fixed improvements thereafter erected on such property
or asset, (iii) the principal amount of the obligations secured by such Lien does not exceed the
principal amount of the obligations secured by the Lien so renewed, extended or replaced and (iv)
the obligations secured by such Lien bear interest at a rate per annum not exceeding the rate borne
by the obligations secured by the Lien so renewed, extended or replaced except for any increase
that is commercially reasonable at the time of such increase; and



     (s) Liens not otherwise permitted hereunder so long as the aggregate outstanding principal
amount of Indebtedness secured thereby does not exceed at the time of the incurrence of any such
Indebtedness, $200,000,000.



     “Perpetual Preferred Stock” means preferred stock issued from time to time by the
Company or an affiliated special purpose entity which preferred stock is not redeemable at the
option of the holder thereof.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by the Company or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate.



     “Platform” has the meaning specified in Section 6.02.



20









 





     “Preferred Securities” shall mean any preferred Equity Interests of such Person that
has preferential rights with respect to dividends or redemptions or upon liquidation or dissolution
of such Person over shares of common Equity Interests of any other class of such Person.



     “Public Lender” has the meaning specified in Section 6.02.



     “Rated Change of Control” means a Change of Control where each Person whose
acquisition of ownership causes such Change of Control to occur has an unsecured senior debt rating
from Moody’s or S&P, on the effective date of such Change of Control, equal to or better than that
of MetLife Inc.



     “RCM” means Reinsurance Company of Missouri, Incorporated, a Missouri corporation.



     “Register” has the meaning specified in Section 10.06(c).



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Repayment Notice” has the meaning specified in Section 9.03.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
Loan Notice.



     “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the Commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans (including a Participating Lender’s risk participation in
Multi-Issuer Letters of Credit) being deemed “held” by such Lender for purposes of this definition;
provided that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required
Lenders.



     “Responsible Officer” means the chief executive officer, president, chief financial
officer, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of
notices given pursuant to Article II, any other officer of the applicable Loan Party so
designated by any of the foregoing officers in a notice to the Administrative Agent. Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Loan Party.



21









 





     “Restricted Payment” means any dividend or other distribution with respect to any
Equity Interest of any Loan Party, or any payment, including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such Equity Interest, or on account of any return of capital to such Loan Party’s stockholders,
partners or members (or the equivalent Person thereof). For purposes of this definition, a
“dividend”, “distribution” or “payment” shall include the transfer of any asset or the incurrence
of any Indebtedness or other Liability (the amount of any such payment to be the fair market value
of such asset or the amount of such obligation, respectively), but shall not include the issuance
by a Loan Party to the holder of a class or series of a class of any Equity Interest of the same
class and, if applicable, series, other than, in any case, Mandatorily Redeemable Stock.



     “Revaluation Date” means (a) with respect to any Loan, each of the following: (i)
each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii)
each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency
pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each
of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any
payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and
(iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the
Required Lenders shall require.



     “RGA” means Reinsurance Group of America, Incorporated, a Missouri corporation.



     “RGA Americas” means RGA Americas Reinsurance Company, Ltd., a company organized under
the laws of Barbados.



     “RGA Barbados” means RGA Reinsurance Company (Barbados) Ltd., a company organized
under the laws of Barbados.



     “RGA Canada” means RGA Life Reinsurance Company of Canada, a company organized under
the laws of Canada.



     “RGA Global” means RGA Global Reinsurance Company, Ltd., a company organized under the
laws of Bermuda.



     “RGA International” means RGA International Reinsurance Company Limited, a company
organized under the laws of Ireland.



     “RGA Re” means RGA Reinsurance Company, a corporation organized under the laws of the
state of Missouri.



     “RGA Worldwide” means RGA Worldwide Reinsurance Company, Ltd., a company organized
under the laws of Barbados.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



22









 





     “Same Day Funds” means (a) with respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative Currency.



     “SAP" means, for any Insurance Company, the statutory accounting procedures
or practices prescribed or permitted by the Applicable Insurance Regulatory Authority applied on a
consistent basis.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Special Notice Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic Cooperation and Development
at such time located in North America or Europe.



     “Spot Rate” for a currency means the rate determined by the Administrative Agent or
the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the
spot rate for the purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days
prior to the date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution
designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does
not have as of the date of determination a spot buying rate for any such currency; and
provided further that the L/C Issuer may use such spot rate quoted on the date as
of which the foreign exchange computation is made in the case of any Letter of Credit denominated
in an Alternative Currency.



     “Statutory Statement” means, for any Insurance Company, for any fiscal year of such
Insurance Company, the most recent annual statement required to be filed with the Applicable
Insurance Regulatory Authority and, for any fiscal quarter or other applicable period of such
Insurance Company, the statement required by Section 6.02(d), which statement shall be
prepared in accordance with SAP.



     “Sterling” and “£” mean the lawful currency of the United Kingdom.



     “Stop Funding Notice” has the meaning ascribed to such term in Section
4.02(e).



     “subsidiary” means, with respect to any Person, any corporation or other entity of
which the securities or other ownership interests having ordinary voting power to elect a majority
of the board of directors or other person performing similar functions are at the time directly or
indirectly owned by such Person.



     “Subsidiary” means a subsidiary of a Loan Party.



23









 





     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



     “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a).



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.



     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by the Administrative Agent to be a
suitable replacement) is open for the settlement of payments in Euro.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



24









 





     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurocurrency Rate Loan.



     “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice
for Documentary Credits, as most recently published by the International Chamber of Commerce at the
time of issuance.



     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section
412 of the Code for the applicable plan year.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such
Person all of the Equity Interests of which (except directors’ qualifying shares) are, directly or
indirectly, owned or Controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or by such Person and one or more of such Subsidiaries; unless otherwise specified, “Wholly
Owned Subsidiary” means a Wholly Owned Subsidiary of the Company.



     “Withdrawing Lender” has the meaning specified in Section 2.05(d).



     “Yen” and “¥” mean the lawful currency of Japan.



     1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any law



25









 







shall include all statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time to time, and (vi)
the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms. (a) Generally. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, or, in the case
of an Insurance Company, SAP, as in effect from time to time, applied in a manner consistent with
that used in preparing the Audited Financial Statements, except as otherwise specifically
prescribed herein.



     (b) Changes in GAAP or SAP. If at any time any change in GAAP, or, in the case of an
Insurance Company, SAP, would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as
applicable, (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or
SAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and
the Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP or SAP.



     (c) Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Company and its Subsidiaries or to the determination of
any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that the Company is
required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest
Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a
Subsidiary as defined herein.



     1.04 Rounding. Any financial ratios required to be maintained by the Company pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such



26









 







ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).



     1.05 Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the L/C Issuer,
as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in
Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and
shall be the Spot Rates employed in converting any amounts between the applicable currencies until
the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan
Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or
the L/C Issuer, as applicable.



     (b) Wherever in this Agreement in connection with a Committed Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a
Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in
Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in
an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such
Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being
rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.



     1.06 Change of Currency. (a) Each obligation of the Loan Parties to make a payment
denominated in the national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any
such member state, the basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state adopts the Euro as
its lawful currency; provided that if any Committed Borrowing in the currency of such
member state is outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Committed Borrowing, at the end of the then current Interest Period.



     (b) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably specify to be appropriate
to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.



     (c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably specify to be appropriate
to reflect a change in currency of any other country and any relevant market conventions or
practices relating to the change in currency.



27









 





     1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).



     1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any
Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in
effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a “Committed Loan”) to the Company in
Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other
terms and conditions hereof, the Company may borrow under this Section 2.01, prepay under
Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein.



     2.02 Borrowings, Conversions and Continuations of Committed Loans.



     (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to
Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special
Notice Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of
any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Company pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the
Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion
to Base Rate Committed Loans shall be in



28









 




a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a
continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration
of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be
borrowed. If the Company fails to specify a currency in a Committed Loan Notice requesting a
Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to
specify a Type of Committed Loan in a Committed Loan Notice or if the Company fails to give a
timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be
made as, or converted to, Base Rate Loans; provided, however, that in the case of a
failure to timely request a continuation of Committed Loans denominated in an Alternative Currency,
such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an
Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate
Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month. No Committed Loan may be converted into or
continued as a Committed Loan denominated in a different currency, but instead must be prepaid in
the original currency of such Committed Loan and reborrowed in the other currency.




     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable
Committed Loans, and if no timely notice of a conversion or continuation is provided by the
Company, the Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other
than Dollars, in each case as described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later
than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an
Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan
Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if
such Borrowing is the Initial Credit Extension, Section 4.01), the Administrative Agent
shall make all funds so received available to the Company in like funds as received by the
Administrative Agent either by (i) crediting the account of the Company on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by
the Company; provided, however, that if, on the date the Committed Loan Notice with
respect to such Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in
full of any such L/C Borrowings, and, second, shall be made available to the Company as
provided above.




29









 





     (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the
existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency
Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency
Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the
amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.



     (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest
rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such
interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Company and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change.



     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans as the same Type, there shall not
be more than ten Interest Periods in effect with respect to Committed Loans.



     2.03 Letters of Credit.



     (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from
time to time on any Business Day during the period from the Closing Date until the Letter of
Credit Expiration Date (in conformity with Section 2.03(a)(ii)(B)), to issue Letters
of Credit denominated in Dollars or an Alternative Currency for the account of the Company,
on its own behalf or on behalf of any of the Loan Parties, and to amend or extend Letters of
Credit previously issued by it, in accordance with subsection (b) below, and (2) to
honor drawings under the Letters of Credit; and (B) the Lenders severally agree to
participate in Letters of Credit issued for the account of the Company or any Loan Party and
any drawings thereunder (which, subject to Section 3.06, may be through any domestic
or foreign branch or Affiliate of such Lender); provided that after giving effect to
any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings
shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment.
Multi-Issuer Letters of Credit may be issued in Dollars or in Alternative Currencies. Each
request for a Letter of Credit shall designate whether such Letter of Credit shall be issued
as a Multi-Issuer Letter of Credit under Section 2.03(m) or as a Fronted Letter of Credit.
This Section 2.03 shall apply to all Multi-Issuer Letters of Credit; provided that
in the case of any inconsistency between the general provisions of Section 2.03 and
Section 2.03(m), the provisions of such Section 2.03(m) shall govern
Multi-Issuer Letters of Credit. Each request by the Company for



30









 






the issuance or amendment of a Letter of Credit shall be deemed to be a representation
by the Company that the L/C Credit Extension so requested complies with the conditions set
forth in the provisos to the first sentence of this paragraph. Within the foregoing limits,
and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Company may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired or that have
been drawn upon and reimbursed.




     (ii) The L/C Issuer shall not issue any Letter of Credit, if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last renewal or extension, unless the Lenders have approved such expiry date; or




     (B) the expiry date of such requested Letter of Credit (including Multi-Issuer
Letters of Credit issued under Section 2.03(m)) would occur after the Letter
of Credit Expiration Date, unless all the Lenders have approved such expiry date.




     (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material
to it;




     (B) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer applicable to letters of credit generally;




     (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is in an initial stated amount of less than $500,000;




     (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit or Multi-Issuer Letter of Credit is to be denominated in a
currency other than Dollars or an Alternative Currency;




     (E) the L/C Issuer does not as of the issuance date of such requested Letter of
Credit issue Letters of Credit in the requested currency;



31









 






     (F) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or




     (G) a default of any Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the Company or such Lender to
eliminate the L/C Issuer’s risk with respect to such Lender.




     (iv) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (v) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included the L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to the L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer of the Company. Such Letter of Credit Application must be received by
the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business
Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree
in a particular instance in their sole discretion) prior to the proposed issuance date or
date of amendment, as the case may be. In the case of a request for an initial issuance of
a Letter of Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C)
the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; (F) the
full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) whether the
Letter of Credit shall be issued as a Fronted Letter of Credit or a Multi-Issuer Letter of
Credit, and (I) such other matters as the L/C Issuer may reasonably require. In the case of
a request for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A)
the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as
the L/C Issuer may reasonably require.



32









 






Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent
such other documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent
may reasonably require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Company and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C
Issuer has received written notice from any Lender, the Administrative Agent or any Loan
Party, at least one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in Article
IV shall not then be satisfied, then, subject to the terms and conditions hereof, the
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the
Company or the applicable Loan Party or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Fronted Letter of Credit, each Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Fronted Letter of Credit in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Fronted Letter of
Credit.




     (iii) If the Company so requests in any applicable Letter of Credit Application, the
L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit”); provided that any such Auto-Extension
Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in
each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof on a date that is not later than sixty (60)
days prior to the then existing expiration date or such other date to be agreed upon at the
time such Letter of Credit is issued (the “Non-Extension Notice Date”) in each such
twelve-month period. The Company shall not be required to make a specific request to the
L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued,
the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not later than
the Letter of Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined that it would not
be permitted, or would have no obligation, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the provisions of
clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has
received notice (which may be by telephone or in writing) on or before the day that is seven
Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that
the Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Company that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such case
directing the L/C Issuer not to permit such extension.



33









 






     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Company and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.




     (v) Notwithstanding any other provision of this Agreement, only an Irish L/C Issuer
shall issue Letters of Credit for the account of RGA International (or any other Subsidiary
organized under the laws of Ireland that is added as a Loan Party pursuant to the terms of
this Agreement) and such Irish L/C Issuer shall only issue Fronted Letters of Credit for the
account of RGA International or such additional Irish Loan Party. No other Letter of Credit
shall be issued by any Lender, pursuant to this Agreement or otherwise, for the account of
RGA International or such additional Irish Loan Party. Immediately upon the issuance by an
Irish L/C Issuer of each such Fronted Letter of Credit for RGA International or such
additional Irish Loan Party, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from such Irish L/C Issuer a risk participation in such
Fronted Letter of Credit in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Fronted Letter of Credit.



     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the Company and the
Administrative Agent thereof. In the case of a Letter of Credit denominated in an
Alternative Currency, the Company shall reimburse the L/C Issuer in such Alternative
Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that
it will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following
receipt of the notice of drawing that the Company will reimburse the L/C Issuer in Dollars.
In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the
Dollar Equivalent of the amount of the drawing promptly following the determination thereof.
Not later than noon on the date of any payment by the L/C Issuer under a Letter of Credit
to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C
Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date,
an “Honor Date”), the Company shall reimburse the L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing and in the applicable
currency, provided that, in the event notice of drawing under such Letter of Credit
is not provided to the Company by 10:00 a.m., then the Honor Date shall be the following
Business Day with respect to such drawing. If the Company fails to so reimburse the L/C
Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the
Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative
Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable
Percentage thereof. In such event, the Company shall be deemed to have requested a
Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal
to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal



34









 






amount of Base Rate Loans, but subject to the amount of the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.02 (other than the
delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone
if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice.




     (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars,
at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to
its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall
be deemed to have made a Base Rate Committed Loan to the Company in such amount. The
Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that
is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment
to the Administrative Agent for the account of the L/C Issuer pursuant to Section
2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.




     (iv) Until a Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be
solely for the account of the L/C Issuer.




     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, the Company, any Subsidiary or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans
pursuant to this Section 2.03(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No
such making of an L/C Advance shall relieve or otherwise impair the obligation of the
Company to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.



35









 






     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the L/C Issuer at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or similar
fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender
pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (vi) shall be conclusive absent manifest error.



     (d) Repayment of Participations.




     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.03(c), if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Company or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds
as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination of this
Agreement.



     (e) Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay any L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Company or any Subsidiary may have at any time against any beneficiary or any



36









 






transferee of such Letter of Credit (or any Person for whom any such beneficiary or any
such transferee may be acting), the L/C Issuer or any other Person, whether in connection
with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law, unless the L/C Issuer was grossly negligent in
making such payment;




     (v) any adverse change in the relevant exchange rates or in the availability of the
relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency
markets generally; or




     (vi) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Company or any Subsidiary.



     The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Company’s
instructions or other irregularity, the Company will promptly notify the L/C Issuer in writing
after receipt of such copy from the L/C Issuer. The Company shall be conclusively deemed to have
waived any such claim against the L/C Issuer and its correspondents unless such written notice is
given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing
under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii)
the due execution, effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any



37









 




Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Company from pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Company may
have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Company or the Loan Party for whose account a Letter of Credit was issued which are
determined to have been caused by the L/C Issuer’s willful misconduct or gross negligence or the
L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of
such Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may
accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall
not be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
The Administrative Agent shall receive all protections granted to the L/C Issuer under this
Agreement in acting as the Administrative Agent with respect to Multi-Issuer Letters of Credit.




     (g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A) if the
L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (B) if, as of the Maturity Date, any L/C Obligation
for any reason remains outstanding, the Company (or the Loan Party for whose account the applicable
Letter of Credit was issued) shall immediately Cash Collateralize, the case of (A) above, the
amount drawn under such Letter of Credit that resulted in an L/C Borrowing, and in the case of (B)
above, the then Outstanding Amount of all L/C Obligations (with respect to a Loan Party other than
the Company, on a Loan Party by Loan Party basis).




     (ii) The Administrative Agent may, at any time and from time to time after the initial
deposit of Cash Collateral, request that additional Cash Collateral be provided in order to
protect against the results of exchange rate fluctuations.




     (iii) Sections 2.05, 2.15 and 8.02(c) set forth certain
additional requirements to deliver Cash Collateral hereunder. For purposes of this
Section 2.03, Section 2.05, 2.15 and Section 8.02(c),
“Cash Collateralize” means to deposit with or deliver to the Administrative Agent,
for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations,
cash or deposit account balances (such cash or deposit account balances hereinafter referred
to as “Cash Collateral”) pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term have corresponding meanings. To the
extent Cash Collateral is provided hereunder, the Company or such other Loan Party, as the
case may be, shall grant to the Administrative Agent, for the benefit of the L/C Issuer and
the Lenders, a security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing owned



38









 






by the Company or such other Loan Party, as the case may be, as security for the
Company’s (or the applicable Loan Party’s) obligations hereunder. Cash Collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America.



     (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer
and the Company when a Letter of Credit is issued (including any such agreement applicable to an
Existing Letter of Credit), the rules of the ISP or the UCP shall apply to each standby Letter of
Credit.



     (i) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, in Dollars, a Letter of Credit
fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
times the Dollar Equivalent of the daily amount available to be drawn under such Letter of
Credit. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.08. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the
end of each March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable
Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall
be computed and multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of
Credit Fees shall accrue at the Default Rate.



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Company shall pay directly to the L/C Issuer for its own account, in Dollars, a letter of credit
fronting fee with respect to each Fronted Letter of Credit, at the rate per annum specified in the
Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such
Fronted Letter of Credit on a quarterly basis in arrears. Such letter of credit fee shall be due
and payable on the tenth Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Fronted Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Fronted Letter of Credit, the amount of
such Fronted Letter of Credit shall be determined in accordance with Section 1.08. In
addition, the Company shall pay directly to the L/C Issuer for its own account, in Dollars, the
customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable within five days after demand and
are nonrefundable.



     (k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (l) Letters of Credit Issued for Loan Parties. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a



39









 




Loan Party other than the Company, the Company shall be obligated to reimburse the L/C Issuer
hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges
that the issuance of Letters of Credit for the account of a Loan Party inures to the benefit of the
Company, and that the Company’s business derives substantial benefits from the businesses of such
Loan Parties.




     (m) Special Provisions for Multi-Issuer Letters of Credit.




     (i) General Provisions. Notwithstanding anything contained in this Section
2.03, subject to the terms and conditions set forth herein, at the request of the
Company on behalf of any Loan Party, each Lender that is not a Participating Lender
severally agrees from time to time during the period from the Closing Date to the Letter of
Credit Expiration Date to issue Multi-Issuer Letters of Credit for the account of such Loan
Party. Subject to Sections 3.06 and 2.03(m)(v), Multi-Issuer Letters of
Credit may be issued through any domestic or foreign branch or Affiliate of such Lender.
Each Multi-Issuer Letter of Credit shall be in such form as is agreed to by the
Administrative Agent, L/C Issuer and the Company; provided that without the prior consent of
each Lender, no Multi-Issuer Letter of Credit may be issued that would vary the several and
not joint nature of the obligations of the Lenders thereunder as provided in the next
succeeding sentence. Each Multi-Issuer Letter of Credit shall be issued by all of the
Lenders (other than any Participating Lender,), acting through the Administrative Agent, at
the time of issuance as a single multi-bank letter of credit, but the obligation of each
Lender thereunder shall be several and not joint, based upon its Applicable Percentage of
the aggregate undrawn amount of such Multi-Issuer Letter of Credit. Multi-Issuer Letters of
Credit shall constitute utilization of the Commitments. In the case of a Participating
Lender, a Multi-Issuer Letter of Credit shall be issued by a Confirming Bank on its behalf.
Notwithstanding anything to the contrary contained in this Section 2.03(m), no
Multi-Issuer Letters of Credit shall be issued for the account of RGA International or any
other Irish Loan Party.




     (ii) Adjustment of Commitment Percentages under Multi-Issuer Letters of Credit.
Upon (A) each reduction of the Commitments pursuant to Section 2.06, (B) each
increase of the Commitments pursuant to Section 2.16 or (C) the assignment by a
Lender of all or a portion of its Commitment and its interests in the Multi-Issuer Letters
of Credit pursuant to Section 10.06, the Administrative Agent shall promptly notify
each beneficiary under an outstanding Multi-Issuer Letter of Credit of the Lenders that are
parties to such Multi-Issuer Letter of Credit and their respective Applicable Percentages as
of the effective date of, and after giving effect to, such increase or assignment, as the
case may be.




     (iii) Issuance and Administration of Multi-Issuer Letters of Credit. Each
Multi-Issuer Letter of Credit shall be executed and delivered by the Administrative Agent in
the name and on behalf of, and as attorney-in-fact for, each Lender party to such
Multi-Issuer Letter of Credit, and the Administrative Agent shall act under each
Multi-Issuer Letter of Credit, and each Multi-Issuer Letter of Credit shall expressly
provide that the Administrative Agent shall act, as the agent of each Lender to (A) receive
drafts, other demands for payment and other documents presented by the beneficiary under
such



40









 






Multi-Issuer Letter of Credit, (B) determine whether such drafts, demands and documents
are in compliance with the terms and conditions of such Multi-Issuer Letter of Credit and
(C) notify such Lender and the Company that a valid drawing has been made and the date that
the related L/C Borrowing is to be made; provided that the Administrative Agent
shall have no obligation or liability for any L/C Borrowing under such Multi-Issuer Letter
of Credit, and each Multi-Issuer Letter of Credit shall expressly so provide. Each Lender
hereby irrevocably appoints and designates the Administrative Agent as its
attorney-in-fact, acting through any authorized officer of Bank of America, to execute and
deliver in the name and on behalf of such Lender each Multi-Issuer Letter of Credit to be
issued by such Lender hereunder. Promptly upon the request of the Administrative Agent,
each Lender will furnish to the Administrative Agent such powers of attorney or other
evidence as any beneficiary of any Multi-Issuer Letter of Credit may request in order to
demonstrate that the Administrative Agent has the power to act as attorney-in-fact for such
Lender to execute and deliver such Multi-Issuer Letter of Credit.




     (iv) Disbursement Procedures for Multi-Issuer Letters of Credit. Each
Multi-Issuer Letter of Credit shall expressly provide that a beneficiary may draw on such
Multi-Issuer Letter of Credit by presentation of a draft to the Administrative Agent. Each
Lender hereby undertakes, severally and not jointly, that drafts drawn under and in strict
compliance with the terms of a Multi-Issuer Letter of Credit shall be duly honored by paying
such Lender’s Applicable Percentage of such draft to the Administrative Agent. Such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly
following receipt by the Administrative Agent of any payment from a Loan Party pursuant to
Section 2.03(c), the Administrative Agent shall distribute such payment pro rata to
the Lenders, to the extent that the Lenders have made payments on a draft pursuant to this
paragraph or such Multi-Issuer Letter of Credit, as their interests may appear. Any payment
made by a Lender pursuant to this paragraph shall not relieve the applicable Loan Party of
its obligation to reimburse such draft. To the extent that Same Day Funds are received by
the Administrative Agent from the Lenders prior to 2:00 p.m. with respect to a drawing under
a Multi-Issuer Letter of Credit, the Administrative Agent shall promptly make such funds
available to the beneficiary of such Multi-Issuer Letter of Credit on such date. Unless the
Administrative Agent receives notice from a Lender prior to any drawing under a Multi-Issuer
Letter of Credit with respect to a Multi-Issuer Letter of Credit that such Lender will not
make available as and when required hereunder to the Administrative Agent the amount of such
Lender’s Applicable Percentage on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent in Same Day Funds on such
date and the Administrative Agent may (but shall not be required), in reliance upon such
assumption, make available to the beneficiary of the related Multi-Issuer Letter of Credit
on such date such Lender’s Applicable Percentage.




     (v) Confirming Bank and Participating Lenders. If any Lender (or domestic or
foreign branch or Affiliate of such Lender, as applicable) at any time is not or ceases to
be listed on the NAIC Approved Bank List, or otherwise notifies the Administrative Agent
that it shall be treated as a Participating Lender requiring a Confirming Bank, then until
such Lender is so listed, such Lender shall cause a Confirming Bank to issue a confirmation
of the obligations of such Lender in respect of a draft complying with the



41









 






terms of each Multi-Issuer Letter of Credit, regardless of when such Multi-Issuer
Letter of Credit was issued. Neither the Administrative Agent nor any Lender shall be
required to act as a Confirming Bank unless it specifically agrees to act as a Confirming
Bank for a Participating Lender. Each Participating Lender agrees that it hereby purchases
a risk participation in the obligations of the Confirming Bank under any such Multi-Issuer
Letter of Credit in an amount equal to such Participating Lender’s Applicable Percentage,
and each such Participating Lender’s Applicable Percentage of such Multi-Issuer Letter of
Credit shall be issued by the Confirming Bank. Each Participating Lender with respect to a
Multi-Issuer Letter of Credit shall pay to the Confirming Bank a fronting fee computed on
the risk participation purchased by such Participating Lender from the Confirming Bank with
respect to such Multi-Issuer Letter of Credit at a rate per annum to be agreed upon between
the Participating Lender and the Confirming Bank, which unless otherwise agreed between such
Participating Lender and the Confirming Bank shall be paid by reducing the Letter of Credit
Fee otherwise payable to such Participating Lender and paying the same to the Confirming
Bank.


2.04 Swing Line Loans.




     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this
Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the
Company from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the
fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lender’s Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment, and provided, further, that the Company shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Company may borrow under this
Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing
Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal
to the product of such Lender’s Applicable Percentage times the amount of such Swing Line
Loan.



     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing
Line Lender and the Administrative Agent of a written Swing



42









 




Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company.
Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing
Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
as a result of the limitations set forth in the first proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender
will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Company at its office in Same Day Funds either
by (i) crediting the account of the Company on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by the Company.




     (c) Refinancing of Swing Line Loans.




     (i) The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal
to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.
Such request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the requirements of
Section 2.02, without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02. The Swing Line Lender
shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Administrative Agent. Each Lender shall make an amount equal
to its Applicable Percentage of the amount specified in such Committed Loan Notice available
to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at
the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m.
on the day specified in such Committed Loan Notice, whereupon, subject to Section
2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a
Base Rate Committed Loan to the Company in such amount. The Administrative Agent shall
remit the funds so received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the
account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
payment in respect of such participation.



43









 






     (iii) If any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or similar
fees customarily charged by the Swing Line Lender in connection with the foregoing. If such
Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or
funded participation in the relevant Swing Line Loan, as the case may be. A certificate of
the Swing Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.




     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Company to repay
Swing Line Loans, together with interest as provided herein.



     (d) Repayment of Participations.




     (i) At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line
Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof
in the same funds as those received by the Swing Line Lender.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay
to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the Swing Line Lender. The obligations of
the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



44









 






     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Company for interest on the Swing Line Loans. Until each Lender
funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.




     (f) Payments Directly to Swing Line Lender. The Company shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     2.05 Prepayments. (a) The Company may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative Agent not
later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans
denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate
Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in
a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any
prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any
prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such
prepayment. If such notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with
their respective Applicable Percentages.



     (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the
entire principal amount thereof outstanding. Each such notice shall specify the date and amount of
such prepayment. If such notice is given by the Company, the Company shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified
therein.



     (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings
at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after
receipt of such notice, the Company shall prepay Loans and/or the Company



45









 




shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate
Commitments then in effect; provided, however, that the Company shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments
then in effect, and provided, further that the Loan Party for whose account an outstanding Letter
of Credit was issued may Cash Collateralize the L/C Obligations with respect to such Letter of
Credit in lieu of the Company Cash Collateralizing such L/C Obligations, and, in such event, such
Cash Collateral shall be applied only to the L/C Obligations of such Loan Party. The
Administrative Agent may, at any time and from time to time after the initial deposit of such Cash
Collateral, request that additional Cash Collateral be provided in order to protect against the
results of further exchange rate fluctuations.




     (d) Mandatory Repayment and Other Actions upon Change of Control.




     (i) If a Change of Control other than a Rated Change of Control shall be deemed to have
occurred and one or more Lenders shall have delivered a Repayment Notice (each such Lender,
a “Withdrawing Lender”), the Administrative Agent, upon notice to the Company, shall
require each Loan Party for whose account Credit Extensions were made, to and each such Loan
Party shall, no later than the fifteenth day following the date such notice is given (A)
prepay the principal of and interest on the Loans and the Notes of, and all other amounts
owing by such Loan Party under the Loan Documents to, each Withdrawing Lender, and (B) to
the extent of any outstanding Letters of Credit issued for the account of such Loan Party
that have not been returned by the beneficiaries thereof and cancelled, provide Cash
Collateral with the result that each Withdrawing Lender’s obligations in respect of such
outstanding Letter of Credit are terminated or paid or fully Cash Collateralized; and




     (ii) If any Change of Control shall be deemed to have occurred and the Required Lenders
shall have delivered Repayment Notices, (in which event all of the Lenders shall be
“Withdrawing Lenders") the Administrative Agent, upon notice to the
Company, shall require each Loan Party for whose account Credit Extensions were made to, and
such Loan Party shall, no later than the fifteenth day following the date such notice is
given (A) prepay the principal of and interest on the Loans and the Notes and all other
amounts owing by such Loan Party under the Loan Documents and (B) to the extent of any
outstanding Letters of Credit issued for the account of such Loan Party that have not been
returned by the beneficiaries thereof and cancelled, provide Cash Collateral with the result
that each Withdrawing Lender’s obligations in respect of each outstanding Letter of Credit
are terminated or paid or fully Cash Collateralized.



     2.06 Termination or Reduction of Commitments. The Company may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the
Aggregate Commitments if, after giving effect thereto and to any



46









 




concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit shall
be automatically reduced by the amount of such excess. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.
Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of such termination.




     2.07 Repayment of Loans. (a) The Company shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.



     (b) The Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten
Business Days after such Loan is made and (ii) the Maturity Date.



     2.08 Interest. (a) Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period
plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any
Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State)
the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate.



     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by any Loan Party under
any Loan Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the
principal amount of all outstanding Obligations hereunder shall bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest



47









 




hereunder shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.




     (d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate
hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than
the actual number of days in the calendar year of calculation, such rate of interest or fee rate
shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the number of days in the
deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest
calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal
rates and not effective rates or yields.



     2.09 Fees. In addition to certain fees described in subsections (i) and (j)
of Section 2.03:



     (a) Facility Fee. The Company shall pay to the Administrative Agent for the account
of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the
Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line
Loans and L/C Obligations), regardless of usage. The facility fee shall accrue at all times during
the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C
Obligations remain outstanding), including at any time during which one or more of the conditions
in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the last day of the Availability Period (and, if applicable,
thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is
any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.



     (b) Utilization Fee. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a utilization fee in Dollars
equal to the Applicable Rate times the Outstanding Amount of Loans on each day that the
Outstanding Amount of Loans exceeds 50% of the actual daily amount of the Aggregate Commitments
then in effect (or, if terminated, in effect immediately prior to such termination). The
utilization fee shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand).
The utilization fee shall be calculated quarterly in arrears and if there is any change in the
Applicable Rate during any quarter, the daily amount shall be computed and multiplied by the
Applicable Rate for each period during which such Applicable Rate was in effect. The utilization
fee shall accrue at all times, including at any time during which one or more of the conditions in
Article IV is not met.



     (c) Other Fees. (i) The Company shall pay to the Arranger and the Administrative
Agent for their own respective accounts, in Dollars, fees in the amounts and at the times



48









 




specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.





     (ii) The Company shall pay to the Lenders, in Dollars, such fees as shall have been
separately agreed upon in writing in the amounts and at the times so specified. Such fees
shall be fully earned when paid and shall not be refundable for any reason whatsoever.



     2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. All
computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s
“prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as applicable, being
paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of
Committed Loans denominated in Alternative Currencies as to which market practice differs from the
foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day
on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.



     2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made
by the Lenders to the Loan Parties and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the obligation of the Loan
Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender to the
Company made through the Administrative Agent, the Company shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Company
in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse
thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments
with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual practice accounts or
records evidencing the purchases and sales by such Lender of participations in Letters of Credit
and Swing Line Loans. In the event of any conflict between the accounts and records maintained by
the Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



49









 





     (c) Subject to Section 3.06, each Lender may at its option make any Committed Loan
through any domestic or foreign branch or Affiliate of such Lender; provided that any exercise of
such option shall not affect any obligation of the Company to repay such Committed Loan in
accordance with the terms of this Agreement.



     2.12 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments
to be made by any Loan Party shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with
respect to principal of and interest on Loans denominated in an Alternative Currency, all payments
by any Loan Party hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as
otherwise expressly provided herein, all payments by the Company hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not
later than the Applicable Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may require that any
payments due under this Agreement be made in the United States. If, for any reason, any Loan Party
is prohibited by any Law from making any required payment hereunder in an Alternative Currency,
such Loan Party shall make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the
Applicable Time specified by the Administrative Agent in the case of payments in an Alternative
Currency, shall in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. If any payment to be made by any Loan Party
shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be.



     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any
Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans,
that such Lender has made such share available in accordance with and at the time required by
Section 2.02) and may, in reliance upon such assumption, make available to the Company a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Committed Borrowing available to the Administrative Agent, then the applicable Lender and the
Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in Same Day Funds with interest thereon, for each day from and including the date such
amount is made available to the Company to but



50









 




excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to
be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the
case of a payment to be made by the Company, the interest rate applicable to Base Rate Loans. If
the Company and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such
interest paid by the Company for such period. If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Company shall be
without prejudice to any claim the Company may have against a Lender that shall have failed to make
such payment to the Administrative Agent.





     (ii) Payments by Loan Parties; Presumptions by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Loan Party prior to the date on
which any payment by such Loan Party is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that such Loan Party will not make such payment, the
Administrative Agent may assume that such Loan Party has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or
the L/C Issuer, as the case may be, the amount due. In such event, if such Loan Party has
not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for
each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the Overnight Rate.



     A notice of the Administrative Agent to any Lender or Loan Party with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Credit Extension to be made by such Lender to the Company as
provided in the foregoing provisions of this Article II, and such funds are not made
available to the Company by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in accordance with the
terms hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender
to make any Committed Loan, to fund any such participation or to make any payment under Section
10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).



51









 





     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans
held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Committed Loans and other amounts owing them,
provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by a Loan Party pursuant to and in accordance with the express terms of this Agreement
or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than to the Company or any Subsidiary
thereof (as to which the provisions of this Section shall apply).



     Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


2.14 Respective Obligations of Loan Parties; Additional Loan Parties.




     (a) Each Loan Party other than the Company shall be liable only for the obligations of, and
Credit Extensions made to or for the account of, such Loan Party. The Company shall be liable for
the obligations of, and Credit Extensions made to or for the account of, each Loan Party, as a Loan
Party itself and pursuant to the Company Guaranty provided in Article XI. Any amounts owed
jointly and severally by the Loan Parties (other than the Company) shall be allocated to such Loan
Parties in accordance with the outstanding Credit Extensions made to or for the account of such
Loan Parties.



52









 





     (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in
its sole discretion), designate any additional Subsidiary of the Company that is an Insurance
Company (an “Applicant Loan Party”) as a Loan Party hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly
executed notice and agreement in substantially the form of Exhibit F (a “Loan Party
Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any
Applicant Loan Party becoming entitled to utilize the credit facilities provided for herein the
Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency
certificates, opinions of counsel and other documents or information, in form, content and scope
reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent
or the Required Lenders in their sole discretion, and Notes signed by such new Loan Parties to the
extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an
Applicant Loan Party shall be entitled to become a Loan Party hereunder, then promptly following
receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other
documents or information, the Administrative Agent shall send a notice in substantially the form of
Exhibit G (a “Loan Party Notice”) to the Company and the Lenders specifying the
effective date upon which the Applicant Loan Party shall constitute a Loan Party for purposes
hereof, whereupon each of the Lenders agrees to permit Letters of Credit to be issued on behalf of
such Loan Party hereunder, on the terms and conditions set forth herein, and each of the parties
agrees that such Loan Party otherwise shall be a Loan Party for all purposes of this Agreement;
provided that no Letter of Credit Application may be submitted by or on behalf of such Loan
Party until the date five Business Days after such effective date.



     (c) The Obligations of all Loan Parties (other than the Company) shall be several in nature.
Notwithstanding anything to the contrary herein, no Loan Party (other than the Company) shall be
obligated to pay any Obligations incurred by or for the benefit of the Company or any other Loan
Party.



     (d) Each Subsidiary of the Company that is or becomes a Loan Party pursuant to this
Section 2.14 hereby irrevocably appoints the Company as its agent for all purposes relevant
to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of
notices and (ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto. Any acknowledgment, consent, direction,
certification or other action which might otherwise be valid or effective only if given or taken by
all Loan Parties, or by each Loan Party acting singly, shall be valid and effective if given or
taken only by the Company, whether or not any such other Loan Party joins therein. Any notice,
demand, consent, acknowledgement, direction, certification or other communication delivered to the
Company in accordance with the terms of this Agreement shall be deemed to have been delivered to
each Loan Party.



     (e) The Company may from time to time, upon not less than 15 Business Days’ notice from the
Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative
Agent in its sole discretion), terminate a Loan Party’s status as such, provided that there
are no outstanding Letters of Credit issued on behalf of such Loan Party, or other amounts payable
by such Loan Party on account of any Loans made to it, as of the effective date



53









 




of such termination. The Administrative Agent will promptly notify the Lenders of any such
termination of a Loan Party’s status.



2.15 Extension of Maturity Date.




     (a) Requests for Extension. The Company may, by notice to the Administrative Agent
(who shall promptly notify the Lenders) not earlier than 45 days and not later than 30 days prior
to the first and second anniversaries of the Closing Date (each, an “Anniversary Date”)
request that each Lender extend the Maturity Date then in effect hereunder (the “Existing
Maturity Date”) for an additional one year from the Existing Maturity Date.



     (b) Lender Elections to Extend. Each Lender, acting in its sole and individual
discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to
the relevant Anniversary Date and not later than the date (the “Notice Date”) that is 15
Business Days prior to such Anniversary Date, advise the Administrative Agent whether or not such
Lender agrees to such extension (and each Lender that determines not to so extend its Maturity Date
(a “Non-Extending Lender”)) shall notify the Administrative Agent of such fact promptly
after such determination (but in any event no later than the Notice Date) and any Lender that does
not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a
Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any
other Lender to so agree.



     (c) Notification by Administrative Agent. The Administrative Agent shall notify the
Company of each Lender’s determination under this Section no later than the date 15 days prior to
the Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).



     (d) Additional Commitment Lenders. The Company shall have the right to replace each
Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more
Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section
10.13; provided that each of such Additional Commitment Lenders shall enter into an
Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as
of the Existing Maturity Date, undertake a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment
hereunder on such date).



     (e) Minimum Extension Requirement. If (and only if) the total of the Commitments of
the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”)
and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the
aggregate amount of the Commitments in effect immediately prior to the Existing Maturity Date,
then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of
each Additional Commitment Lender shall be extended to the date falling one year after the Existing
Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended
shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon
become a “Lender” for all purposes of this Agreement.



54









 





     (f) Conditions to Effectiveness of Extensions. As a condition precedent to such
extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each
Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to such extension and
(ii) in the case of the Company, certifying that, before and after giving effect to such extension,
(A) the representations and warranties contained in Article V and the other Loan Documents
are true and correct on and as of the Existing Maturity Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 2.15, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01, and (B) no Default
exists. Furthermore, since the date of the most recent statements furnished pursuant to
Section 6.01(a), there shall have been no event or circumstance, either individually or in
the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. In
addition, on the Maturity Date of each Non-Extending Lender, the Company shall (x) prepay any
Committed Loans outstanding on such date (and pay any additional amounts required pursuant to
Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any
revised Applicable Percentages of the respective Lenders effective as of such date and (y) provide
Cash Collateral for such Non-Extending Lender’s portion of any Multi-Issuer Letter of Credit that
remains outstanding past the Maturity Date of each such Non-Extending Lender.



     (g) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary.


2.16 Increase in Commitments.




     (a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time,
request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding
$100,000,000; provided that (i) any such request for an increase shall be in a minimum
amount of $25,000,000, or any whole multiple of $5,000,000, and (ii) the Company may make a maximum
of four such requests. At the time of sending such notice, the Company (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of delivery of such
notice to the Lenders).



     (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so, whether by
an amount equal to, greater than, or less than its Applicable Percentage of such requested
increase. Any Lender not responding within such time period shall be deemed to have declined to
increase its Commitment.



     (c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Company and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase and subject to the approval of the



55









 




Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be
unreasonably withheld), the Company may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and
its counsel.




     (d) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Company shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation
of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase and (ii) in the case of the Company, certifying
that, before and after giving effect to such increase, (A) no Default exists and (B) the
representations and warranties contained in Article V and the other Loan Documents are true
and correct in all material respects on and as of the Increase Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects as of such earlier date For purposes of this
Section 2.16, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.05) to the extent necessary to keep
the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Commitments under this Section.



     (f) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY



3.01 Taxes.




     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of the respective Loan Parties hereunder or under any other Loan Document shall be made free and
clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,
provided that if the applicable Loan Party shall be required by applicable law to deduct
any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C
Issuer, as the case may be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Loan Party shall make such deductions and



56









 




(iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




     (b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of
subsection (a) above, each Loan Party shall timely pay any Other Taxes payable by such Loan
Party to the relevant Governmental Authority in accordance with applicable law.



     (c) Indemnification by the Company. The Company shall indemnify the Administrative
Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by
a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.



     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.



     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a Loan Party is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Company or the Administrative Agent, 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 of withholding. In addition, any Lender, if requested by the Company or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will enable the Company or the
Administrative Agent reasonably to determine whether or not such Lender is subject to backup
withholding or information reporting requirements.



     Without limiting the generality of the foregoing, in the event that a Loan Party is resident
for tax purposes in the United States, any Foreign Lender shall deliver to the Company and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the request of the Company or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is applicable:



57









 






     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party,




     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the applicable Loan Party within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service
Form W-8BEN, or




     (iv) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit the Company to
determine the withholding or deduction required to be made.



     Without limiting the obligations of the Lenders set forth above regarding delivery of certain
forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each
Lender agrees promptly to deliver to the Administrative Agent or the Company, as the Administrative
Agent or the Company shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, to the extent it may lawfully do so, such other documents and forms required by
any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to
any available exemption from, or reduction of, applicable withholding taxes in respect of all
payments to be made to such Lender outside of the U.S. by the Loan Parties pursuant to this
Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other
jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in
circumstances which would modify or render invalid any such claimed exemption or reduction, and
(ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment
of such Lender, and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any such jurisdiction that any Loan Party
make any deduction or withholding for taxes from amounts payable to such Lender. Additionally,
each of the Loan Parties shall promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and
in a timely fashion thereafter, such documents and forms required by any relevant taxing
authorities under the Laws of any jurisdiction, duly executed and completed by such Loan Party, as
are required to be furnished by such Lender or the Administrative Agent under such Laws in
connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or
otherwise in connection with the Loan Documents, with respect to such jurisdiction.



     (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan



58









 




Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an
amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Loan Party under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or
the L/C Issuer, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that each Loan
Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay
the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in
the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund
to such Governmental Authority. This subsection shall not be construed to require the
Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to any Loan Party or any other
Person.




     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Company through the Administrative
Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected
currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Committed Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Company shall, upon demand from such Lender (with a
copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in
Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Company shall
also pay accrued interest on the amount so prepaid or converted.



     3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof
that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in
the applicable offshore interbank market for such currency for the applicable amount and Interest
Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended until



59









 




the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or,
failing that, will be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.



3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.




     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except (A) any reserve requirement
contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and
the Financial Services Authority or the European Central Bank reflected in the Mandatory
Cost, other than as set forth below) or the L/C Issuer;




     (ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such
Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender or the L/C Issuer);




     (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to
represent the cost to any Lender of complying with the requirements of the Bank of England
and/or the Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurocurrency Rate Loans; or




     (iv) impose on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such
Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or
to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or
the L/C Issuer, the Company will pay (or cause the applicable Loan Party to pay) to such Lender or
the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such
Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction
suffered.




     (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change
in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such
Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or



60









 




on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a
level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company
with respect to capital adequacy), then from time to time the Company will pay (or cause the
applicable Loan Party to pay) to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company for any such reduction suffered.




     (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its
holding company, as the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Company shall be conclusive absent manifest error. The Company shall
pay (or cause the applicable Loan Party to pay) such Lender or the L/C Issuer, as the case may be,
the amount shown as due on any such certificate within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided
that no Loan Party shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies
the Company of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect thereof).



     (e) Additional Reserve Requirements. The Company shall pay (or cause the applicable
Loan Party to pay) to each Lender, as long as such Lender shall be required to comply with any
reserve ratio requirement or analogous requirement of any central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the funding of the
Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to
such Commitment or Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Company shall have received at least 10 days’ prior
notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a
Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional
costs shall be due and payable 10 days from receipt of such notice.



     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Company shall promptly compensate (or cause the applicable Loan Party
to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:



61









 





     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);



     (b) any failure by the Company (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by the Company;



     (c) any failure by the Company to make payment of any Loan or the failure by the Company or
the applicable Loan Party to make payment of any drawing under any Letter of Credit (or interest
due thereon) denominated in an Alternative Currency on its scheduled due date or any payment
thereof in a different currency; or



     (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Company pursuant to Section 10.13;


including any loss of anticipated profits, any foreign exchange losses and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from
fees payable to terminate the deposits from which such funds were obtained or from the performance
of any foreign exchange contract. The Company shall also pay (or cause the applicable Loan Party
to pay) any customary administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Company to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank
market for such currency for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded.



3.06 Mitigation Obligations; Replacement of Lenders.




     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or any Loan Party is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall
use reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in
the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,
and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay (or to cause the
applicable Loan Party to pay) all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if any Loan Party is required to pay any additional amount to any Lender or any



62









 




Governmental Authority for the account of any Lender pursuant to Section 3.01, the
Company may replace such Lender in accordance with Section 10.13.




     3.07 Survival. The obligations of each Loan Party under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender
to make the Initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and the Company;




     (ii) a Note in favor of each Lender requesting a Note;




     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party;




     (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business in its
jurisdiction of formation;




     (v) favorable opinions of the Company’s in-house counsel and of Bryan Cave LLP, special
counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to
such matters concerning the Loan Parties and the Loan Documents, as the Required Lenders may
reasonably request, including the enforceability of the Loan Documents, in form and
substance reasonably satisfactory to the Required Lenders;




     (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in
full force and effect, or (B) stating that no such consents, licenses or approvals are so
required;



63









 






     (vii) evidence that the Existing Credit Agreement has been or concurrently with the
Closing Date is being terminated and that the Existing Letters of Credit have been
terminated and returned for cancellation and/or replaced and returned for cancellation with
Letters of Credit issued hereunder; and




     (viii) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders
reasonably may require.



     (b) Any fees required to be paid on or before the Closing Date shall have been paid.



     (c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable
fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if
requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus
such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude a final settling of
accounts between the Company and the Administrative Agent).



     (d) Since the date of the Audited Financial Statements, there shall have been no event or
circumstance, either individually or in the aggregate, that has had or would reasonably be expected
to have a Material Adverse Effect.



     Without limiting the generality of the provisions of the last paragraph of Section
9.03, for purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.



     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:



     (a) The representations and warranties of (i) the Loan Parties contained in Article V
(other than Section 5.06) and (ii) each Loan Party contained in each other Loan Document or
in any document furnished at any time under or in connection herewith or therewith, shall be true
and correct in all material respects on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier date. For purposes
of this Section 4.02, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01;



     (b) No Default shall exist, or would result from such proposed Credit Extension;



64









 





     (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall
have received a Request for Credit Extension in accordance with the requirements hereof;



     (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there
shall not have occurred any change in national or international financial, political or economic
conditions or exchange controls which in the reasonable opinion of the Administrative Agent, the
Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C
Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would
make it impracticable for such Credit Extension to be denominated in the relevant Alternative
Currency;



     (e) No Lender shall have delivered a notice (a “Stop Funding Notice”) to the
Administrative Agent requesting that no further Credit Extensions be made due to a Change of
Control other than a Rated Change of Control;



     (f) The Required Lenders shall not have delivered Stop Funding Notices due to a Rated Change
of Control; and



     (g) Since the date of the most recent financial statements provided pursuant to Section
6.01, there shall have been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to cause (a) a material impairment of the rights and
remedies of the Administrative Agent or any Lender under any of the Loan Documents; or (b) a
material adverse effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party.



     Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans)
submitted by the Company shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of
the applicable Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:



     5.01 Existence, Qualification and Power. Each Loan Party and its Subsidiaries (a) is duly
organized or formed, validly existing and, as applicable, in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its
assets and carry on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as
applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license;
except in each case referred to in clause (b)(i) or (c), to the extent that failure
to do so would not reasonably be expected to have a Material Adverse Effect.



65









 





     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i)
any material Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; or (c) violate any Law.



     5.03 Governmental Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority is
necessary or required in connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.



     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally.


5.05 Financial Statements.




     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present the financial condition of the Company and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of the Company
and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.



     (b) The unaudited consolidated balance sheets of the Company and its Subsidiaries dated as of
June 30, 2007, and the related consolidated statements of income or operations, shareholders’
equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby, subject, in
the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.



     5.06 Litigation. Except as disclosed in the Company’s December 31, 2006 annual report and
June 30, 2007 10Q, each as filed with the Securities and Exchange Commission, there are no actions,
suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and
diligent investigation, threatened or contemplated, at law, in equity, in



66









 




arbitration or before any Governmental Authority, by or against any Loan Party or any of their
Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain
to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or
(b) either individually or in the aggregate would reasonably be expected to have a Material Adverse
Effect.




     5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or
with respect to any Contractual Obligation the breach of which would, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. No Event of Default has
occurred and is continuing.



     5.08 Ownership of Property; Liens. Each of the Company and each Subsidiary has good record
and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except for such defects in title as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01.



     5.09 Burdensome Provisions. Neither such Loan Party nor any Subsidiary is a party to or bound
by any Contractual Obligation or Law, compliance with which is reasonably likely to have a Material
Adverse Effect.



     5.10 Pari Passu Status. The Obligations of such Loan Party to the Lenders under the Loan
Documents will at all times rank at least pari passu in priority of payment with all of such Loan
Party’s other unsecured Indebtedness.



     5.11 Taxes. The Company, each Loan Party, each Material Subsidiary and each Domestic
Subsidiary have filed all Federal, state and other material tax returns and reports required to be
filed, and have paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or assets otherwise
due and payable, except those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in accordance with GAAP,
except for failures in respect of any of the foregoing which, singly or in the aggregate, have not
had and are not reasonably likely to have a Material Adverse Effect. There is no proposed tax
assessment against the Company or any Subsidiary that would, if made, have a Material Adverse
Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.


5.12 ERISA Compliance.




     (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with respect thereto and, to
the best knowledge of the Company, nothing has occurred which would prevent, or cause the loss of,
such qualification. The Company and each ERISA Affiliate have made all required contributions to
each Plan subject to Section 412 of the Code, and no application for a funding



67









 




waiver or an extension of any amortization period pursuant to Section 412 of the Code has been
made with respect to any Plan.




     (b) There are no pending or, to the best knowledge of the Company, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan that would
reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or
would reasonably be expected to result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan
has any Unfunded Pension Liability which exceeds $15,000,000; (iii) neither the Company nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that is subject to Section 4069 or 4212(c) of ERISA.



     5.13 Subsidiaries. Schedule 5.13 sets forth, as of the Closing Date, all of the
Subsidiaries, their jurisdictions of incorporation or organization and the percentages of the
various classes of their Equity Interests owned by such Loan Party and indicates which Subsidiaries
are Consolidated Subsidiaries. Such Loan Party or another Subsidiary of the Company, as the case
may be, has the unrestricted right to vote, and (subject to limitations imposed by Law) to receive
dividends and distributions on, all Equity Interests indicated on Schedule 5.13 as owned by
such Loan Party or such Subsidiary of the Company. Except as provided on Schedule 5.13,
all such Equity Interests have been duly authorized and issued and are fully paid and
non-assessable.


5.14 Margin Regulations; Investment Company Act.




     (a) No Loan Party is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock except in compliance with the provisions of the regulations of the FRB. If requested
by the Administrative Agent or any Lender, each Loan Party will furnish to the Administrative Agent
and such Lender a statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, as referred to in Regulation U.



     (b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of 1940.



     5.15 Disclosure. The Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries
is subject, and all other matters known to it, that, individually or in the aggregate,



68









 




would reasonably be expected to result in a Material Adverse Effect. The written reports,
financial statements, certificates, other written information or other information transmitted
orally during a formal presentation furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished) taken as a whole do not
contain any material misstatement of fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Company represents only
that such information was prepared in good faith based upon assumptions believed to be reasonable
at the time made.




     5.16 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in
all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.



     5.17 Taxpayer Identification Number; Other Identifying Information. The true and correct
taxpayer identification number of the Company and each Loan Party that is a party hereto on the
Closing Date is set forth on Schedule 5.17. The true and correct unique identification
number of each Loan Party that does not have a taxpayer identification number and is a party hereto
on the Closing Date set forth on Schedule 5.17.



ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:



     6.01 Financial Statements. Cause each Loan Party to deliver to the Administrative Agent and
each Lender (directly or by providing sufficient copies of such information to the Administrative
Agent), in form and detail satisfactory to the Administrative Agent and the Required Lenders:



     (a) as soon as available, but in any event within 75 days after the end of each fiscal year of
the Company (commencing with the fiscal year ended December 31, 2007), a consolidated balance sheet
of the Company as at the end of such fiscal year, and the related consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized standing reasonably
acceptable to the Required Lenders,




69









 




which report and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit; and




     (b) as soon as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Company (commencing with the fiscal quarter ended
September 30, 2007), a consolidated balance sheet of the Company as of the end of such fiscal
quarter, and the related consolidated statements of income or operations, shareholders’ equity and
cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail, such consolidated statements to be certified by the chief executive officer,
chief financial officer, treasurer or controller of the Company as fairly presenting the financial
condition, results of operations, shareholders’ equity and cash flows of the Company in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.



     6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender
(directly or by providing sufficient copies of such information to the Administrative Agent), in
form and detail satisfactory to the Administrative Agent and the Required Lenders:



     (a) concurrently with the delivery of the financial statements referred to in Sections
6.01(a) and (b) commencing with the delivery of the financial statements for the fiscal
quarter ended September 30, 2007, a duly completed Compliance Certificate signed by the president,
chief financial officer, controller or treasurer of the Company;



     (b) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the Company, and copies of
all annual, regular, periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;



     (c) promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by
such agency regarding financial or other operational results of any Loan Party or any Subsidiary
thereof;



     (d) as soon as available and in any event no later than the later of (i) 60 days after the
close of each of the applicable accounting periods for which such Insurance Company is required to
prepare and file Statutory Statements (other than the period ending on the last day of a fiscal
year), commencing with the first period ending on or after September 30, 2007 and (ii) the time
such Statutory Statements of the Insurance Companies are filed with the appropriate regulatory
authorities, unaudited summary Statutory Statements (prepared in accordance with SAP) of RGA Re,
RGA Canada, RCM, RGA Worldwide, RGA Barbados, RGA International, RGA Global, RGA Americas and any
other Insurance Company requested by a Lender (comparable from



70









 







fiscal period to fiscal period) for each such fiscal period, accompanied by a certificate of a
Responsible Officer of such Loan Party or the Company, which certificate shall state that such
financial statements present fairly in all material respects the financial condition of such
Insurance Companies in accordance with SAP;



     (e) as soon as available and in any event no later than the later of (i) 90 days after the end
of each fiscal year of such Loan Party commencing with the fiscal year ending December 31, 2007 and
(ii) the time the same are filed with the appropriate regulatory authorities, the unaudited and
audited annual Statutory Statement of RGA Re, RGA Canada, RCM, RGA Worldwide, RGA Barbados, RGA
International, RGA Global, RGA Americas and such other Insurance Companies as requested by a Lender
(prepared in accordance with SAP) for such year and as filed with the insurance department of the
applicable jurisdiction, accompanied by (x) a certificate of a Responsible Officer of such Loan
Party or the Company stating that said Statutory Statement presents fairly in all material respects
the financial condition of such Insurance Company in accordance with SAP and (y) to the extent
required by the appropriate regulatory authorities, a certificate of the valuation actuary of such
Insurance Company, affirming the adequacy of reserves taken by such Insurance Company as at the end
of such fiscal year; and



     (f) promptly, such additional information regarding the business, financial or corporate
affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as
the Administrative Agent or any Lender may from time to time reasonably request.



     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(b) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents, or provides a link thereto on
the Company’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website,
if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that the
Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of
any such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance the Company shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(a) to the Administrative Agent. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Company with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.



     Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders and the L/C Issuer materials and/or information provided by or on
behalf of such Loan Party hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the



71









 




“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have
personnel who do not wish to receive material non-public information with respect to any of the
Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing,
and who may be engaged in investment and other market-related activities with respect to such
Persons’ securities. Each Loan Party hereby agrees that so long as such Loan Party is the issuer
of any outstanding debt or equity securities that are registered or issued pursuant to a private
offering or is actively contemplating issuing any such securities (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have
authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such
Borrower Materials as not containing any material non-public information with respect to the Loan
Parties or their respective securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on
a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Loan
Party shall be under any obligation to mark any Borrower Materials “PUBLIC.”




     6.03 Notices. Promptly notify the Administrative Agent and each Lender:



     (a) of the occurrence of any Default;



     (b) of any matter that has resulted or would reasonably be expected to result in a Material
Adverse Effect;



     (c) of the occurrence of any ERISA Event;



     (d) of any material change in accounting policies or financial reporting practices by the
Company or any Subsidiary;



     (e) any reduction in the rating given by any nationally recognized rating agency to any
securities issued by such Loan Party or any of its Subsidiaries (including any change in the Debt
Rating);



     (f) any Change of Control being deemed to have occurred; and



     (g) any change in the Company’s fiscal year.



     Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a
Responsible Officer of the Company setting forth details of the occurrence referred to therein and
stating what action the Company has taken and proposes to take with respect thereto. Each notice
pursuant to Section 6.03(a) shall describe with particularity any and all provisions of
this Agreement and any other Loan Document that have been breached.



72









 





     6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all
its obligations and liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; (b) all lawful claims which, if unpaid,
would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.



     6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business, except to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its
registered patents, trademarks, trade names and service marks, the non-preservation of which would
reasonably be expected to have a Material Adverse Effect.



     6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material
properties and tangible property necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.



     6.07 Maintenance of Insurance. Maintain insurance with responsible insurance companies
against at least such risks and in at least such amounts as is customarily maintained by similar
businesses, or as may be required by Law.



     6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws
and all orders, writs, injunctions and decrees applicable to it or to its business or property,
except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted; or (b) the
failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.



     6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP, consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company or such Subsidiary, as
the case may be; and (b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.



     6.10 Inspection Rights. Subject to compliance with applicable data protection and privacy
Laws applicable to any Loan Party, permit representatives and independent contractors of the
Administrative Agent and each Lender (with each Lender responsible for its own out-of-pocket
expenses) to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,



73









 







finances and accounts with its directors, officers, and independent public accountants, at
such reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, that when an Event of
Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Company at any time
during normal business hours and without advance notice. The Administrative Agent and each Lender
agree to keep confidential, in accordance with its customary procedures for handling confidential
information of the same nature, any non-public information supplied to it by or on behalf of such
Loan Party or any of its Subsidiaries pursuant to this Section 6.10 except that this
Section shall not apply to the disclosure of any such information: (a) (i) to the extent required
by (A) applicable Law or (B) judicial process or to any regulatory authority; (b) to (i) the
Administrative Agent, any of the Lenders or any other party to any of the Loan Documents; (ii) any
of their respective Affiliates, or (iii) any director, officer, employee or agent, including
accountants, legal counsel and other advisers, of any Person referred to in (i) or (ii) of this
clause (b); (c) to any Person in connection with the exercise by such Lender of its rights
under Section 10.06; (d) in connection with (i) the exercise of any remedy under any Loan
Document or (ii) any action, suit or other proceeding with respect to any Loan Document, or in
anticipation of or preparation for any such proceeding; (e) that has become publicly available,
otherwise than as a result of a breach by the Administrative Agent or such Lender of this Section;
or (f) with the consent of the Company; provided that in the case of any disclosure to any
Person referred to in clauses (b)(ii) or (c), such Person has been instructed to
keep such information confidential.



     6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for working capital and other
general corporate purposes (including the issuance of Letters of Credit) not in contravention of
any Law or of any Loan Document.



     6.12 Approvals and Authorizations; Enforceability. (a) Maintain all authorizations, consents,
approvals and licenses from, exemptions of, and filings and registrations with, each Governmental
Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all
approvals and consents of each other Person in such jurisdiction, in each case that are required in
connection with the Loan Documents and (b) take all actions (including obtaining or making, as the
case may be, and maintaining in full force and effect all consents and approvals) that are required
so that its obligations under the Loan Documents will at all times be legal, valid and binding and
enforceable in accordance with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:



     7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens.
Notwithstanding this Section 7.01, if any Lien that is not a Permitted Lien shall be
created or



74









 







arise, the Obligations of such Loan Party under the Loan Documents shall automatically be
secured by such Lien equally and ratably with the other Indebtedness secured thereby, and the
holder of such other Indebtedness, by accepting such Lien, shall be deemed to have agreed thereto
and to share with the Lenders, on that basis, the proceeds of such Lien, whether or not the
Lenders’ security interest shall be perfected, provided further, however,
that notwithstanding such equal and ratable securing and sharing, the existence of such Lien shall
constitute a Default by such Loan Party in the performance or observance of this Section
7.01.



     7.02 Guaranties. Create, incur, assume or suffer to exist any Guaranties, except:



     (a) Existing Guaranties, including the Company Guaranty;



     (b) Permitted Guaranties; and



     (c) other Guaranties of the Company or any Subsidiary; provided that both prior to, and after
giving effect to the execution and delivery of such Guaranty, no Default would exist.



     7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:



     (a) Indebtedness under the Loan Documents, including the Company Guaranty; and



     (b) other Indebtedness of the Company or any Subsidiary; provided that both prior to, and
after giving effect to, the incurrence of such Indebtedness, no Default would exist.



     7.04 Merger or Consolidation. Merge, dissolve, liquidate or consolidate with or into any
Person, except that, if after giving effect thereto no Event of Default would exist, this
Section 7.04 shall not apply to (a) any merger or consolidation of the Company with any one
or more Persons, provided that the Company shall be the continuing Person, and (b) any merger or
consolidation of any Subsidiary with the Company or any one or more other Subsidiaries, provided
that, if either such Subsidiary is a Wholly Owned Subsidiary, the continuing Person shall, after
giving effect to such merger or consolidation, be a Wholly Owned Subsidiary.



     7.05 Dispositions. Sell, lease, license, transfer or otherwise dispose of, in a single
transaction or a series of transactions, all or substantially all of the assets of the Company or
any Material Subsidiary, provided that this Section 7.05 shall not apply to the
sale or transfer of assets pursuant to the securitization (or other similar transactions entered
into in the ordinary course of business) of such assets pursuant to an Alternative Reserve
Agreement.



     7.06 Restricted Payments. Declare or make any Restricted Payment except that (a) any Loan
Party may declare and pay dividends or interest in respect of any Hybrid Securities and Preferred
Securities if, at the time of and after giving effect to such Restricted Payment, no Default under
Section 8.01(a), (f) or (g) shall have occurred and be continuing, (b) a
Loan Party may make Restricted Payments to another Loan Party (whether directly or indirectly
through another Subsidiary), and (c) a Loan Party may make any other Restricted Payments if, at the
time of and after giving effect to such Restricted Payment, no Default shall have occurred and be
continuing. This Section 7.06 shall not prohibit the payment of a dividend that
constitutes a Restricted Payment if such Restricted Payment is made within 45 days of the
declaration thereof



75









 







provided such Restricted Payment was not prohibited by this Section 7.06 at the time
of its declaration.



     7.07 Issuance or Disposition of Equity Interests. Permit any Loan Party (other than the
Company) or any Material Subsidiary to issue any of its Equity Interests or sell, transfer or
otherwise dispose of any Equity Interests of any Loan Party (other than the Company) or Material
Subsidiary to the extent that such issuance, sale, transfer or other disposition would result in
such Loan Party or Material Subsidiary ceasing to be a Wholly Owned Subsidiary.



     7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate
of the Company, whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Company or such Subsidiary as would be
obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction
with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to
transactions between or among the Company and any of its Wholly Owned Subsidiaries or between and
among any Wholly Owned Subsidiaries.



     7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement
or any other Loan Document) that limits the ability of any Subsidiary (other than Subsidiaries
formed in connection with an Alternative Reserve Agreement) to make Restricted Payments to the
Company, to the extent such limitation would have a Material Adverse Effect.



     7.10 Taxes of Other Persons. (a) File a consolidated tax return with any other Person other
than, in the case of the Company, a Consolidated Subsidiary and, in the case of any such
Subsidiary, the Company or a Consolidated Subsidiary, or (b) except as required by applicable Law,
pay or enter into any Contractual Obligation (except for reimbursements of Taxes to ceding
insurance or reinsurance companies pursuant to expense reimbursement clauses which are accepted as
standard industry practice and are entered into in the normal course of business) to pay any Taxes
owing by any Person other than the Company or a Consolidated Subsidiary.



     7.11 Financial Covenants.



     (a) Consolidated Net Worth. Permit its Consolidated Net Worth, calculated as of the
last day of each fiscal quarter, to be less than $1,750,000,000.



     (b) Ratio of Consolidated Indebtedness to Total Capitalization. Permit Consolidated
Indebtedness to exceed 35% of the sum of (a) Consolidated Indebtedness plus (b) Adjusted
Consolidated Net Worth.



     7.12 Line of Business; Acquisitions. (a) Engage in businesses other than in substantially the
same fields as the businesses conducted by the Loan Parties and their Subsidiaries on the Closing
Date or (b) make acquisitions of any businesses that are not in substantially the same fields as
the business conducted by the Loan Parties and their Subsidiaries on the Closing Date.



76









 





ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Any of the following shall constitute an Event of Default:



     (a) Non-Payment. (i) Any amount of principal of any Loan or any L/C Obligation is not
paid when and as required to be paid herein, and in the currency required hereunder, or (ii) any
interest on any Loan or on any L/C Obligation, any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document is not paid within five days after the same becomes due;



     (b) Specific Covenants. The Company fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01, 6.02, 6.03, 6.05,
6.10, or 6.11 or Article VII; or



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan
Document on its part to be performed or observed and such failure continues for 30 days after the
earlier of (i) such Loan Party having knowledge of, or should reasonably have obtained knowledge
of, such failure, or (ii) the Administrative Agent or a Lender giving the Company notice of such
failure; or



     (d) Representations and Warranties. Any representation, warranty or certification
made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other
Loan Document shall be incorrect or misleading in any material respect when made or deemed made; or



     (e) Cross-Acceleration. (i) The Company or any Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $100,000,000, or (B) fails to observe or perform any
other agreement or condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the
effect of which default or other event is to cause, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), prior to its
stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be
demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which
the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as defined under such Swap Contract) as to which the Company or any Subsidiary
is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination
Value owed by the Company or such Subsidiary as a result thereof is greater than $100,000,000; or



77









 





     (f) Insolvency Proceedings, Etc.




     (i) Any Loan Party or any of its Material Subsidiaries, or any of its Domestic
Subsidiaries institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its property; or
any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer
is appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or




     (ii) Any Applicable Insurance Regulatory Authority shall commence a case or other
proceeding against any Loan Party or any Subsidiary seeking the appointment of a trustee,
receiver, custodian, administrator, liquidator or the like of such Loan Party or any such
Subsidiary, or of all or substantially all of the assets, domestic or foreign, of such Loan
Party or any such Subsidiary, or an order granting the relief requested in such case or
proceeding against such Loan Party or any such Subsidiary shall be entered; or



     (g) Inability to Pay Debts; Attachment. (i) The Company or any Material Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or



     (h) Judgments. There is entered against the Company or any Material Subsidiary, or
any Domestic Subsidiary, (i) one or more final judgments or orders for the payment of money in an
aggregate amount (as to all such judgments or orders) exceeding $100,000,000 (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A)
enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is
a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or



     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of the Company under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of $100,000,000, or (ii) the Company or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
of $100,000,000;



     (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as expressly permitted



78









 







hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any other Person contests in any manner the validity or
enforceability of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any material provision of any Loan Document, or purports to revoke, terminate
or rescind any material provision of any Loan Document; or



     (k) Any Loan Party (other than the Company) or any Material Subsidiary shall cease to be a
Wholly Owned Subsidiary of the Company.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Loan Parties;



     (c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the
then Outstanding Amount thereof); and



     (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan Documents;



provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.



     8.03 Application of Funds. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received from or with respect to a Loan Party on account of
the Obligations owed by such Loan Party shall be applied by the Administrative Agent in the
following order:



     First, to payment of that portion of the Obligations owed by such Loan Party
constituting fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;



79









 





     Second, to payment of that portion of the Obligations owed by such Loan Party
constituting fees, indemnities and other amounts (other than principal, interest and Letter of
Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements
of outside counsel to the respective Lenders and the L/C Issuer and amounts payable under
Article III), ratably among them in proportion to the respective amounts described in this
clause Second payable to them;



     Third, to payment of that portion of the Obligations owed by such Loan Party
constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and
other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations owed by such Loan Party
constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the
L/C Issuer in proportion to the respective amounts described in this clause Fourth held by
them;



     Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the undrawn amount of Letters of Credit
issued for the account of such Loan Party; and



     Last, the balance, if any, after all of the Obligations owed by such Loan Party have
been indefeasibly paid in full, to such Loan Party or as otherwise required by Law.



Subject to Section 2.03(c), amounts used to Cash Collateralize the undrawn amount of
Letters of Credit issued for the account of a Loan Party pursuant to clause Fifth above
shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount
remains on deposit as Cash Collateral after all Letters of Credit issued for the account of such
Loan Party have either been fully drawn or expired, such remaining amount shall be applied to the
other Obligations of such Loan Party, if any, in the order set forth above.



ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authority.



     Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on
its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have
rights as a third party beneficiary of any of such provisions.



     9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,



80









 







include the Person serving as the Administrative Agent hereunder in its individual capacity.
Such Person and its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with the
Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the Lenders.



     9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;
and



     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
any of the Loan Parties or any of their respective Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Company, a Lender or the L/C Issuer.



     The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



81









 





     The Administrative Agent shall not be deemed to have knowledge that a Change of Control shall
be deemed to have occurred unless the Administrative Agent has received notice from a Lender or a
Loan Party specifying such Change of Control. In the event that the Administrative Agent receives
such a notice of the occurrence of a Change of Control, the Administrative Agent shall give prompt
notice thereof to the Lenders. No later than the fifteenth day after such notice is given to the
Lenders, (i) in the case of a Change of Control other than a Rated Change of Control, any Lender
may request, in a notice to the Administrative Agent (a “Repayment Notice”), that its Loans
be repaid and its Commitment be terminated and (ii) in the case of a Rated Change of Control, the
Required Lenders may require, in a Repayment Notice, that all Loans be repaid and all Commitments
be terminated, and, on the earlier to occur of (x) the fifteenth day after notice is given to the
Lenders by the Administrative Agent and (y) the date on which the Administrative Agent shall have
received Repayment Notices from Lenders constituting the Required Lenders, the Administrative Agent
shall take the actions referred to in Section 2.05(d) as so requested.



     9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Company),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



     9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.



     9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the Company,
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment



82









 







within 30 days after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided that if
the Administrative Agent shall notify the Company and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by the
Company to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.



     Any resignation by Bank of America as Administrative Agent or any successor Administrative
Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line
Lender shall be discharged from all of their respective duties and obligations hereunder or under
the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.



     9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.



83









 





     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Book
Managers, Arrangers syndication agents, documentation agents or other agents or arrangers listed on
the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled
and empowered, by intervention in such proceeding or otherwise



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
by such Loan Party and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders, the L/C Issuer and the Administrative Agent against such Loan Party
(including, to the extent payable by such Loan Party, any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and
the Administrative Agent under Sections 2.03(i) and (j), 2.09 and
10.04) allowed in such judicial proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any such amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or
the L/C Issuer in any such proceeding.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Company or the
applicable Loan Party, as the case may be, and acknowledged by the



84









 




Administrative Agent, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no
such amendment, waiver or consent shall:




     (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;



     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender (it being understood
and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any
Default shall not be deemed to be an extension or increase in the Commitment of any Lender);



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of
them) hereunder or under any other Loan Document without the written consent of each Lender
directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to
waive any obligation of any Loan Party to pay interest or Letter of Credit Fees at the Default
Rate;



     (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender;



     (f) amend the definition of “Alternative Currency” without the written consent of each Lender
directly affected thereby; or



     (g) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder
without the written consent of each Lender; or



     (h) release the Company from the Company Guaranty without the written consent of each Lender;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (iv) the Fee Letter may be amended, or rights or privileges


85









 






thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.




10.02 Notices; Effectiveness; Electronic Communication.




     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b)
below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as follows:




     (i) if to a Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).




     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to service of process or to notices to
any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as
applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Administrative Agent or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at



86









 







its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Issuer or any
other Person for indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).



     (d) Change of Address, Etc. Each of the Loan Parties, the Administrative Agent, the
L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swing Line
Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Company or its securities for purposes of
United States Federal or state securities laws.



     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of
any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified



87









 







herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of any
Loan Party. All telephonic notices to and other telephonic communications with the Administrative
Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents
to such recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.



     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Company shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and
disbursements of any outside counsel for the Administrative Agent, any Lender or the L/C Issuer),
in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.



     (b) Indemnification by the Company. The Company shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and
shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements
for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Loan Party or any other Loan Party arising out
of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder, the consummation of
the transactions contemplated hereby



88









 







or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of hazardous materials on or from any
property owned or operated by any Loan Party or any of their Subsidiaries, or any environmental
liability related in any way to any Loan Party or any of their Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by the
Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Company or any other Loan Party against such Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Company or such other Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction.



     (c) Reimbursement by Lenders. To the extent that the Company for any reason fails
indefeasibly to pay any amount required under subsection (a) or (b) of this Section
to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer
in its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no Loan Party shall assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in subsection (b) above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby other than for direct or actual



89









 







damages resulting from the gross negligence or willful misconduct of such Indemnitee as
determined by a final and nonappealable judgment of a court of competent jurisdiction.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     10.05 Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party is
made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative
Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate
from time to time in effect, in the applicable currency of such recovery or payment. The
obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.



     10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



90









 





     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.




     (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender, no minimum amount need be
assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this Section,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum
amount has been met.




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in
respect of Swing Line Loans;




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:




     (A) the consent of the Company (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender or
an Affiliate of a Lender (in each case that is an NAIC Approved Bank);




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender with respect to such
Lender;



91









 






     (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit (whether
or not then outstanding); and




     (D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment.




     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Company. No such assignment shall be made to the Company
or any of the Company’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.




     (vii) No Assignment Resulting in Additional Indemnified Taxes. No such
assignment shall be made to any Person that, through its Lending Offices, is not capable of
lending the applicable Alternative Currencies to the relevant Loan Parties without the
imposition of any additional Indemnified Taxes.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
10.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, each Loan Party (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection 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
subsection (d) of this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Loan Parties, shall maintain at the Administrative Agent’s Office 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 and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The



92









 







entries in the Register shall be conclusive, and the Loan Parties, the Administrative 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 Loan Parties and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
any Loan Party or the Administrative Agent, sell participations to any Person (other than a natural
person or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuer shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, each Loan Party agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section
10.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.13 as though it were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Company is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with
Section 3.01(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



93









 





     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



     (h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30
days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice
to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or
Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that no failure by the
Company to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be,
and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.



     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory or supervisory authority purporting to
have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners and bank examiners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement



94









 







containing provisions substantially the same as those of this Section, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to
Section 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to a Loan Party and its obligations, (g) with the consent
of the Company or (h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than the Company.



     For purposes of this Section, “Information” means all information received from the
Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any
Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning the Company or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including United States Federal and state securities Laws.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held and other obligations (in whatever currency) at any time owing by such Lender, the
L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any
and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any
other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or
the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch
or office of such Lender or the L/C Issuer different from the branch or office holding such deposit
or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender
and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application.



     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum 



95









 




Rate”). If the Administrative Agent or any Lender shall receive interest in an amount
that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans
or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.




     10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



     10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04,
or if any Loan Party is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a
Defaulting Lender or if any other circumstance exists hereunder that gives the Company the right to
replace a Lender as a party hereto, then the Company may, at its sole expense and effort,



96









 




upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:




     (a) the Company shall have paid (or caused a Loan Party to pay) to the Administrative Agent
the assignment fee specified in Section 10.06(b);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Company or applicable Loan Party (in the case of all other amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.



     10.14 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. THE COMPANY AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION



97









 







OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR
ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     (c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN WRITING IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.



     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arranger, and the other Lead
Arranger are arm’s-length commercial transactions between such Loan Party and its Affiliates, on
the one hand, and the Administrative Agent, the Arranger, and the other Lead Arranger, on the other
hand, (B) such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) such Loan Party is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger, each is and has
been acting solely as a principal and, except as expressly



98









 







agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for such Loan Party or any of its Affiliates, or any other Person and
(B) neither the Administrative Agent nor the Arranger nor any other Lead Arranger has any
obligation to such Loan Party or any of its Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the Arranger and the other Lead Arranger and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of such Loan Party and its Affiliates, and neither the Administrative Agent, the
Arranger nor any other Lead Arranger has any obligation to disclose any of such interests to any
Loan Party or its Affiliates. To the fullest extent permitted by law, each of the Loan Parties
hereby waives and releases any claims that it may have against the Administrative Agent, the
Arranger and the other Lead Arranger with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.



     10.17 NAIC Approved Bank. Each Lender party to this Agreement as of the Closing Date
represents and warrants to the Company that it is an NAIC Approved Bank.



     10.18 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan
Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and
address of each Loan Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Loan Party in accordance with the Act.



     10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of each Loan
Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent or such Lender, as the case
may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such
Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less
than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the
Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such
loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due
to the Administrative Agent or any Lender in such currency, the Administrative Agent or such
Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any
other Person who may be entitled thereto under applicable law).




99










 





     10.20 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.



ARTICLE XI.



CONTINUING COMPANY GUARANTY




     11.01 Guaranty. The Company hereby absolutely and unconditionally guarantees, as a guaranty
of payment and performance and not merely as a guaranty of collection, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at
all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums,
fees, indemnities, damages, costs, expenses or otherwise, of the Loan Parties to the Lenders,
arising hereunder and under the other Loan Documents (including all renewals, extensions,
amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and
expenses incurred by the Lenders in connection with the collection or enforcement thereof). The
Administrative Agent’s books and records showing the amount of the Obligations shall be admissible
in evidence in any action or proceeding, and shall be binding upon the Company, and conclusive for
the purpose of establishing the amount of the Obligations. This Company Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the Obligations or any
instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability,
perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance
relating to the Obligations which might otherwise constitute a defense to the obligations of the
Company under this Company Guaranty, and the Company hereby irrevocably waives any defenses it may
now have or hereafter acquire in any way relating to any or all of the foregoing.



     11.02 Rights of Lenders. The Company consents and agrees that the Lenders may, at any time
and from time to time, without notice or demand, and without affecting the enforceability or
continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or
otherwise change the time for payment or the terms of the Obligations or any part thereof; (b)
take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any
security for the payment of this Company Guaranty or any Obligations; (c) apply such security and
direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the
Lenders in their sole discretion may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Obligations. Without limiting the generality of the
foregoing, the Company consents to the taking of, or failure to take, any action which might in any
manner or to any extent vary the risks of the Company under this Company Guaranty or which, but for
this provision, might operate as a discharge of the Company.



     11.03 Certain Waivers. the Company waives (a) any defense arising by reason of any disability
or other defense of the Loan Parties or any other guarantor, or the cessation from any cause
whatsoever (including any act or omission of any Lender) of the liability of any Loan Party; (b)
any defense based on any claim that the Company’s obligations exceed or are more burdensome than
those of the Loan Parties; (c) the benefit of any statute of limitations affecting



100









 







the Company’ liability hereunder; (d) any right to proceed against any of the Loan Parties,
proceed against or exhaust any security for the Obligations, or pursue any other remedy in the
power of any Lender whatsoever; (e) any benefit of and any right to participate in any security now
or hereafter held by any Lender; and (f) to the fullest extent permitted by law, any and all other
defenses or benefits that may be derived from or afforded by applicable law limiting the liability
of or exonerating guarantors or sureties. the Company expressly waives all setoffs and
counterclaims and all presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands
of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of
this Company Guaranty or of the existence, creation or incurrence of new or additional Obligations.
As provided below, this Company Guaranty shall be governed by, and construed in accordance with,
the laws of the State of New York.



     11.04 Obligations Independent. The obligations of the Company hereunder are those of primary
obligor, and not merely as surety, and are independent of the Obligations and the obligations of
any other guarantor, and a separate action may be brought against the Company to enforce this
Company Guaranty whether or not any Loan Party or any other person or entity is joined as a party.



     11.05 Subrogation. The Company shall not exercise any right of subrogation, contribution,
indemnity, reimbursement or similar rights with respect to any payments it makes under this Company
Guaranty until all of the Obligations and any amounts payable under this Company Guaranty have been
indefeasibly paid and performed in full and the Commitments are terminated. If any amounts are
paid to the Company in violation of the foregoing limitation, then such amounts shall be held in
trust for the benefit of the Lenders and shall forthwith be paid to the Lenders to reduce the
amount of the Obligations, whether matured or unmatured.



     11.06 Termination; Reinstatement. This Company Guaranty is a continuing and irrevocable
guaranty of all Obligations now or hereafter existing and shall remain in full force and effect
until all Obligations and any other amounts payable under this Company Guaranty are indefeasibly
paid in full in cash and the Commitments with respect to the Obligations are terminated.
Notwithstanding the foregoing, this Company Guaranty shall continue in full force and effect or be
revived, as the case may be, if any payment by or on behalf of any Loan Party or the Company is
made, or any of the Lenders exercises its right of setoff in respect of the Obligations and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by any of the Lenders in their discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such
payment had not been made or such setoff had not occurred and whether or not the Lenders are in
possession of or have released this Company Guaranty and regardless of any prior revocation,
rescission, termination or reduction. The obligations of the Company under this paragraph shall
survive termination of this Company Guaranty.



     11.07 Subordination. The Company hereby subordinates the payment of all obligations and
indebtedness of any Loan Party owing to the Company, whether now existing or hereafter arising,
including but not limited to any obligation of any Loan Party to the Company as subrogee of the
Lenders or resulting from the Company’s performance under this Company



101









 







Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Lenders so
request, any such obligation or indebtedness of any Loan Party to the Company shall be enforced and
performance received by the Company as trustee for the Lenders and the proceeds thereof shall be
paid over to the Lenders on account of the Obligations, but without reducing or affecting in any
manner the liability of the Company under this Company Guaranty.



     11.08 Stay of Acceleration. If acceleration of the time for payment of any of the Obligations
is stayed, in connection with any case commenced by or against the Company or any Loan Party under
any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Company
immediately upon demand by the Lenders.



     11.09 Condition of Loan Parties. the Company acknowledges and agrees that it has the sole
responsibility for, and has adequate means of, obtaining from each Loan Party and any other
guarantor such information concerning the financial condition, business and operations of each Loan
Party and any such other guarantor as the Company requires, and that none of the Lenders has any
duty, and the Company is not relying on the Lenders at any time, to disclose to the Company any
information relating to the business, operations or financial condition of each Loan Party or any
other guarantor (the Company waiving any duty on the part of the Lenders to disclose such
information and any defense relating to the failure to provide the same).



[Remainder of Page Intentionally Left Blank.]




102









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA,
INCORPORATED, as the
Company and as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson 
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President, Controller
& Treasurer 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	REINSURANCE COMPANY OF MISSOURI INCORPORATED
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President, Controller
& Treasurer 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA REINSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson 
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President, Controller
& Treasurer 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA LIFE REINSURANCE COMPANY OF CANADA
	 
	 	 	 	 
	 

	 	By:	 	/s/ Alain Néemeh 
	 

	 	 	 	 
	 

	 	Name:	 	Alain Néemeh
	 

	 	 	 	 
	 

	 	Title:	 	President and Chief Executive
Officer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Alka Gautam 
	 

	 	 	 	 
	 

	 	Name:	 	Alka Gautam
	 

	 	 	 	 
	 

	 	Title:	 	Vice President, Client Services,
and Chief Financial
Officer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA REINSURANCE COMPANY (BARBADOS) LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson 
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President, Controller
& Treasurer 
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	RGA AMERICAS REINSURANCE COMPANY, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President &
Treasurer 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA WORLDWIDE REINSURANCE COMPANY, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd C. Larson 
	 

	 	 	 	 
	 

	 	Name:	 	Todd C. Larson 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President &
Treasurer 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA GLOBAL REINSURANCE COMPANY, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Paul Nitsou 
	 

	 	 	 	 
	 

	 	Name:	 	Paul Nitsou 
	 

	 	 	 	 
	 

	 	Title:	 	Director 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RGA INTERNATIONAL REINSURANCE COMPANY, LIMITED
	 
	 	 	 	 
	 

	 	By:	 	/s/ Enda Murphy 
	 

	 	 	 	 
	 

	 	Name:	 	Enda Murphy 
	 

	 	 	 	 
	 

	 	Title:	 	Director and General Manager 
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
as Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	/s/ Aamir Saleem 
	 

	 	 	 	 
	 

	 	Name:	 	AAMIR SALEEM 
	 

	 	 	 	 
	 

	 	Title:	 	Vice President 
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and
Swing Line Lender
	 
	 	 	 	 
	 

	 	By:	 	/s/ Shelly Harper 
	 

	 	 	 	 
	 

	 	Name:	 	Shelly Harper 
	 

	 	 	 	 
	 

	 	Title:	 	Senior Vice President 
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:	 	/s/ Karen Hanke 
	 

	 	 	 	 
	 

	 	Name:	 	Karen Hanke 
	 

	 	 	 	 
	 

	 	Title:	 	Director 
	 

	 	 	 	 





Signature Pages to Credit Agreement





 









 





	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as Co-Documentation
 Agent and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael DeMarco
	 	/s/ Giovanni Fallone
	 	 	 	 	 
	 

	 	Name:
	 	Michael DeMarco
	 	Giovanni Fallone
	 	 	 	 	 
	 

	 	Title:
	 	Vice President
	 	Managing Director
	 	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as

Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard G Shaw
	 

	 	 	 	 
	 

	 	Name:
	 	RICHARD G SHAW
	 

	 	 	 	 
	 

	 	Title:
	 	VICE PRESIDENT
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD. NEW YORK
BRANCH,

as Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Schaffer
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Schaffer
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,

as Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary K. Young
	 

	 	 	 	 
	 

	 	Name:
	 	MARY K. YOUNG
	 

	 	 	 	 
	 

	 	Title:
	 	SR. VICE PRESIDENT
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	LANDESBANK HESSEN-THÜRINGEN NEW
 YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Samuel W. Bridges
	 

	 	 	 	 
	 

	 	Name:
	 	Samuel W. Bridges
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 

	 	 	 	Financial Institutions

Public Finance
	 
	 	 	 	 
	 	 	/s/ Irina Rakhlis

Irina Rakhlis

Assistant Vice President

Financial Institutions

Public Finance






Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edith L. Hornick
	 

	 	 	 	 
	 

	 	Name:
	 	Edith L. Hornick
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sebstian Rocco
	 	/s/ Charles Kornberger
	 	 	 	 	 
	 

	 	Name:
	 	Sebastian Rocco
	 	CHARLES KORNBERGER
	 	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 	MANAGING DIRECTOR
	 	 	 	 	 





Signature Pages to Credit Agreement





 









 








	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD.,

as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H. Take
	 

	 	 	 	 
	 

	 	Name:
	 	Hidekatsu Take
	 

	 	 	 	 
	 

	 	Title:
	 	Deputy General Manager
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS
 BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jay Chall
	 	/s/ Petra Jaek
	 	 	 	 	 
	 

	 	Name:
	 	Jay Chall
	 	Petra Jaek
	 	 	 	 	 
	 

	 	Title:
	 	Director
	 	Assistant Vice President
	 	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK
 BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John S. McGill
	 

	 	 	 	 
	 

	 	Name:
	 	John S McGill
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Campites
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Campites
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel Twenge
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 
	 

	 	 	 	Morgan Stanley Bank






Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	UBS AG, Stamford Branch, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Irja R Otsa
	 

	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa
	 

	 	 	 	 
	 

	 	Title:
	 	Associate Director
	 

	 	 	 	 
	 

	 	 	 	Banking Products

Services, US
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary E Evans
	 

	 	 	 	 
	 

	 	Name:
	 	Mary E. Evans
	 

	 	 	 	 
	 

	 	Title:
	 	Associate Director
	 

	 	 	 	 
	 

	 	 	 	Banking Products

Services, US






Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ RP Fialkowski
	 

	 	 	 	 
	 

	 	Name:
	 	ROBERT P. FIALKOWSKI
	 

	 	 	 	 
	 

	 	Title:
	 	SENIOR VICE PRESIDENT
	 

	 	 	 	 





Signature Pages to Credit Agreement




 









 





	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Evan Glass
	 

	 	 	 	 
	 

	 	Name:
	 	Evan Glass
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 





Signature Pages to Credit Agreement





 












 





SCHEDULE 1.01(a)




MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost (to the extent applicable) is an addition to the interest rate to
compensate Lenders for the cost of compliance with:






	 	(a)	 	the requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its functions);
or
	 
	 	(b)	 	the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory
Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Loan) and will be expressed as a percentage rate per annum. The
Administrative Agent will, at the request of the Company or any Lender, deliver to the Company
or such Lender, as the case may be, a statement setting forth the calculation of any Mandatory
Cost.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Lending Office in a Participating
Member State will be the percentage notified by that Lender to the Administrative Agent. This
percentage will be certified by such Lender in its notice to the Administrative Agent to be
its reasonable determination of the cost (expressed as a percentage of such Lender’s
participation in all Loans made from such Lending Office) of complying with the minimum
reserve requirements of the European Central Bank in respect of Loans made from that Lending
Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom
will be calculated by the Administrative Agent as follows:






	 	(a)	 	in relation to any Loan in Sterling:





	 	 	 	 	 
	 

	 	AB+C(B-D)+E x 0.01
	 	per cent per annum
	 

	 	 	 	 
	 

	 	100 – (A+C)	 	 







	 	(b)	 	in relation to any Loan in any currency other than Sterling:







	 	 	 	 	 
	 

	 	          E x 0.01          
	 	per cent per annum
	 

	 	 	 	 
	 

	 	300	 	 





Where:





	 	“A”	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as





Schedule 1.01(a)



 









 









	 	 	 	an interest free cash ratio deposit with the Bank of England to comply with cash
ratio requirements.
	 
	 	“B”	 	is the percentage rate of interest (excluding the Applicable Rate, the
Mandatory Cost and any interest charged on overdue amounts pursuant to the first
sentence of Section 2.08(b) and, in the case of interest (other than on overdue
amounts) charged at the Default Rate, without counting any increase in interest rate
effected by the charging of the Default Rate) payable for the relevant Interest Period
of such Loan.
	 
	 	“C”	 	is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.
	 
	 	“D”	 	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.
	 
	 	“E”	 	is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Administrative Agent as being the average of the most recent rates
of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph
7 below and expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings
given to them from time to time under or pursuant to the Bank of England Act 1998 or
(as may be appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time to time
in respect of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under
the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result
obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.
	 
	7.	 	If requested by the Administrative Agent or the Company, each Lender with a Lending Office in
the United Kingdom or a Participating Member State shall, as soon as practicable after
publication by the Financial Services Authority, supply to the





Schedule 1.01(a)

Page 2




 









 






	 	 	Administrative Agent and the Company, the rate of charge payable by such Lender to the
Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial
year of the Financial Services Authority (calculated for this purpose by such Lender as
being the average of the Fee Tariffs applicable to such Lender for that financial year) and
expressed in pounds per £1,000,000 of the Tariff Base of such Lender.
	 
	8.	 	Each Lender shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information in writing on or prior to the date on which it becomes
a Lender:






	 	(a)	 	the jurisdiction of the Lending Office out of which it is making available its
participation in the relevant Loan; and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.




Each Lender shall promptly notify the Administrative Agent in writing of any change to the
information provided by it pursuant to this paragraph.





	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Lender for the purpose of E above shall be determined by the Administrative Agent based
upon the information supplied to it pursuant to paragraphs 7 and 8 above and
on the assumption that, unless a Lender notifies the Administrative Agent to the contrary,
each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same
as those of a typical bank from its jurisdiction of incorporation with a Lending Office in the
same jurisdiction as its Lending Office.
	 
	10.	 	The Administrative Agent shall have no liability to any Person if such determination results
in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled
to assume that the information provided by any Lender pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.
	 
	11.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender pursuant to paragraphs 3, 7 and
8 above.
	 
	12.	 	Any determination by the Administrative Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall,
in the absence of manifest error, be conclusive and binding on all parties hereto.
	 
	13.	 	The Administrative Agent may from time to time, after consultation with the Company and the
Lenders, determine and notify to all parties any amendments which are required to be made to
this Schedule in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the absence of
manifest error, be conclusive and binding on all parties hereto.





Schedule 1.01(a)

Page 3




 









 








SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	Lender	 	Commitment	 	Percentage
	 
	Bank of America, N.A.
	 	$	85,000,000	 	 	 	11.33	%
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, National
Association
	 	$	85,000,000	 	 	 	11.33	%
	 
	 	 	 	 	 	 	 	 
	ABN AMRO Bank, N.V.
	 	$	65,000,000	 	 	 	8.67	%
	 
	 	 	 	 	 	 	 	 
	The Bank of New York
	 	$	65,000,000	 	 	 	8.67	%
	 
	 	 	 	 	 	 	 	 
	The Bank of
Tokyo-Mitsubishi, UFJ Ltd.
New York Branch
	 	$	65,000,000	 	 	 	8.67	%
	 
	 	 	 	 	 	 	 	 
	KeyBank National Association
	 	$	65,000,000	 	 	 	8.67	%
	 
	 	 	 	 	 	 	 	 
	Landesbank Hessen-Thüringen
New York Branch
	 	$	50,000,000	 	 	 	6.67	%
	 
	 	 	 	 	 	 	 	 
	Société Générale
	 	$	50,000,000	 	 	 	6.67	%
	 
	 	 	 	 	 	 	 	 
	Calyon New York Branch
	 	$	40,000,000	 	 	 	5.33	%
	 
	 	 	 	 	 	 	 	 
	Mizuho Corporate Bank, Ltd.
	 	$	35,000,000	 	 	 	4.67	%
	 
	 	 	 	 	 	 	 	 
	Credit Suisse, Cayman
Islands Branch
	 	$	25,000,000	 	 	 	3.33	%
	 
	 	 	 	 	 	 	 	 
	Deutsche Bank AG New York
Branch
	 	$	25,000,000	 	 	 	3.33	%
	 
	 	 	 	 	 	 	 	 
	Morgan Stanley Bank
	 	$	25,000,000	 	 	 	3.33	%
	 
	 	 	 	 	 	 	 	 
	UBS AG, Stamford Branch
	 	$	25,000,000	 	 	 	3.33	%
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, National
Association
	 	$	25,000,000	 	 	 	3.33	%
	 
	 	 	 	 	 	 	 	 
	Royal Bank of Canada
	 	$	20,000,000	 	 	 	2.67	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	750,000,000.00	 	 	 	100.000000000	%






Schedule 2.01





 









 








SCHEDULE 2.03




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOC	 	 	 	 	 	 
	Applicant	 	number	 	Beneficiary	 	Issuer	 	Amount
	Reinsurance Company of Missouri,

Incorporated

	 	 	52555	 	 	RGA Reinsurance

Company
	 	Fronted by The Bank of

New York
	 	$	40,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reinsurance Company of Missouri,

Incorporated

	 	 	52333	 	 	RGA Reinsurance

Company
	 	Multi-issuer
	 	$	100,000,000	 






Schedule 2.03




 









 





SCHEDULE 5.13




SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ownership	 	 	 	 
	 	 	Jurisdiction of	 	of Capital	 	 	 	Consolidated
	Sub 	 	Organization	 	Stock	 	Owned By	 	Subsidiary?
	Reinsurance Company of
Missouri, Incorporated

	 	Missouri
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Reinsurance Company

	 	Missouri
	 	 	100	%	 	Reinsurance Company
of Missouri,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Life Reinsurance
Company of Canada

	 	Canada
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Reinsurance Company
(Barbados) Ltd.

	 	Barbados
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Americas Reinsurance
Company, Ltd.

	 	Barbados
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Worldwide Reinsurance
Company, Ltd.

	 	Barbados
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Global Reinsurance
Company, Ltd.

	 	Bermuda
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA International
Reinsurance Company Limited

	 	Ireland
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA International
Corporation

	 	Canada
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	General American Argentina Seguros de Vida, S.A.

	 	Argentina
	 	 	95


5	%


%	 	Reinsurance Group of

America, Incorporated

and

RGA Americas

Reinsurance Company, Ltd.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Holdings Limited (U.K.)

	 	UK
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Australian Holdings
PTY, Limited

	 	Australia
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 





Schedule 5.13



 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ownership	 	 	 	 
	 	 	Jurisdiction of	 	of Capital	 	 	 	Consolidated
	Sub 	 	Organization	 	Stock	 	Owned By	 	Subsidiary?
	RGA South African Holdings
(Pty) Ltd.

	 	South Africa
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Technology Partners,
Inc.

	 	Missouri
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Capital Trust I

	 	Delaware
	 	 	100	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Timberlake Financial, L.L.C.

	 	Delaware
	 	 	100	%	 	Reinsurance Company
of Missouri,
Incorporated
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Financial Group, L.L.C.

	 	Delaware
	 	 	20

80	%

%	 	RGA Reinsurance Company

and

RGA Reinsurance

Company (Barbados) Ltd.	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Fairfield Management Group,
Inc.

	 	Missouri
	 	 	100	%	 	RGA Reinsurance

Company
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 
	Malaysian Life Reinsurance
Group Berhad

	 	Malaysia
	 	 	30	%	 	Reinsurance Group
of America,
Incorporated
	 	No
	 
	 	 	 	 	 	 	 	 	 	 
	RGA Services India Private Limited

	 	India
	 	 	99	%	 	Reinsurance Group
of America,
Incorporated
	 	Yes





Schedule 5.13
Page 2



 









 





SCHEDULE 5.17




IDENTIFICATION NUMBERS




	 	 	 	 	 
	 	 	Identification	 	Jurisdiction of
	Loan Party	 	Number	 	Organization
	Reinsurance Group of America, Incorporated

	 	43-1627032
	 	Missouri
	 
	 	 	 	 
	Reinsurance Company of Missouri, Incorporated

	 	43-1831519
	 	Missouri
	 
	 	 	 	 
	RGA Reinsurance Company

	 	43-1235868
	 	Missouri
	 
	 	 	 	 
	RGA Life Reinsurance Company of Canada

	 	134302249RC0002
	 	Canada
	 
	 	 	 	 
	RGA Reinsurance Company (Barbados) Ltd.

	 	43-1728563
	 	Barbados
	 
	 	 	 	 
	RGA Americas Reinsurance Company, Ltd.

	 	43-1833574
	 	Barbados
	 
	 	 	 	 
	RGA Worldwide Reinsurance Company, Ltd.

	 	43-1881673
	 	Barbados
	 
	 	 	 	 
	RGA Global Reinsurance Company, Ltd.

	 	37662

(organizational

number)
	 	Bermuda
	 
	 	 	 	 
	RGA International Reinsurance Company Limited

	 	6392722J
	 	Ireland





Schedule 5.17



 









 





SCHEDULE 7.01




EXISTING LIENS





	1.	 	Lien granted to Ambac Assurance Corporation on stock of Timberlake Reinsurance Company II by
Timberlake Financial, L.L.C. pursuant to Insurance and Indemnity Agreement between RGA parties
and Ambac Assurance Corporation.
	 
	2.	 	Lien granted to Ambac Assurance Corporation and note holders of Timberlake Financial, L.L.C.
by Timberlake Financial, L.L.C. pursuant to Indenture dated June 28, 2006 to cover the
following collateral: debt service account, advance funding account, shares of stock in
Timberlake Reinsurance Company II, surplus note, property or rights delivered or assigned by
Timberlake Financial, L.L.C. to a trustee under the Indenture or any supplement thereto, all
rights in any of its documents executed in connection with a securitization dated July 28,
2006, all books and records and proceeds recorded thereon.




Schedule 7.01


 









 





SCHEDULE 7.02




EXISTING GUARANTIES





	1.	 	Various guaranty letters dated May 1, 1997 through August 1, 2007, issued by Reinsurance
Group of America, Incorporated on behalf of various Insurance Companies (as defined herein)
relating to liabilities of such Insurance Companies under reinsurance treaties with third
party ceding companies.
	 
	2.	 	Guarantee Agreement dated December 18, 2001 by Reinsurance Group of America, Incorporated, in
favor of The Bank of New York, as Guarantee Trustee, relating to the securities of RGA Capital
Trust I.
	 
	3.	 	Credit Agreement dated March 3, 2006, by and between RGA Australian Holdings Pty. Limited and
JPMorgan Chase Bank, N.A., Sydney Branch, and Commonwealth Bank of Australia, including a
guarantee of payment by Reinsurance Group of America, Incorporated, in favor of such banks.
	 
	4.	 	Surety Deed, dated July 14, 2003 by Reinsurance Group of America, Incorporated, in favor of
Tower Nominees No. 1 Jersey Limited and Tower Nominees No. 2 Jersey Limited, relating to Lease
of a suite in The International Financial Centre, London.
	 
	5.	 	Toronto Office Lease Guarantee dated April 3, 2006 between CT Tower Investments, Inc.
(Landlord) and RGA International Corporation (Toronto) (Tenant) at BCE Place – TD Canada Trust
Tower.





Schedule 7.02


 











 





SCHEDULE 10.02




ADMINISTRATIVE AGENT’S OFFICE;



CERTAIN ADDRESSES FOR NOTICES




COMPANY

and LOAN PARTIES:



Reinsurance Group of America, Incorporated

1370 Timberlake Manor Parkway

Chesterfield, MO 63017

Attention: Todd Larson

Telephone: 636-736-7000

Website Address: www.rgare.com




Reinsurance Company of Missouri Incorporated

1370 Timberlake Manor Parkway

Chesterfield, MO 63017

Attention: Todd Larson

Telephone: 636-736-7000




RGA Reinsurance Company

1370 Timberlake Manor Parkway

Chesterfield, MO 63017

Attention: Todd Larson

Telephone: 636-736-7000

Website Address: www.rgare.com




RGA Life Reinsurance Company of Canada

1255 Peel Street, Suite 1000

Montreal, Québec, H3B 2T9

Attention: Alka Gautam

Telephone: 514-985-5260

Telecopier: 514-985-3066




RGA Reinsurance Company (Barbados) Ltd.

Hampton House

Erdiston Hill

St. Michael, BB1113

Barbados, West Indies

Attention: Chris Evans

Telephone: 246-437-5431

Telecopier: 246-426-8762




Schedule 10.02





 









 








RGA Americas Reinsurance Company, Ltd.

Hampton House

Erdiston Hill

St. Michael, BB1113

Barbados, West Indies

Attention: Chris Evans

Telephone: 246-437-5431

Telecopier: 246-426-8762




RGA Worldwide Reinsurance Company, Ltd.

Hampton House

Erdiston Hill

St. Michael, BB1113

Barbados, West Indies

Attention: Chris Evans

Telephone: 246-437-5431

Telecopier: 246-426-8762




RGA Global Reinsurance Company, Ltd.

Victorian Hall

11 Victoria St.

Hamilton, Bermuda HM1

Attention: Shyamika Kurukulasooriya, Account Manager

c/o Marsh Management Services (Bermuda) Ltd.

Telephone: 441-297-9738

Telecopier: 441-294-1699




RGA International Reinsurance Company, Limited

4th Floor, 25-28 Adelaide Road

Dublin 2

Ireland

Attention: Enda Murphy

Telephone: 353-1-605-3000

Telecopier: 353-1-605-3010



Schedule 10.02


Page 2










 








ADMINISTRATIVE AGENT:




Administrative Agent’s Office




(for payments and Requests for Credit Extensions):




Bank of America, N.A.

2001 Clayton Road

Mail Code: CA4-702-02-25

Concord, CA 94520

Attention: Geri Hair

Telephone: (925) 675-7338

Telecopier: (888) 969-9235

Electronic Mail: Geralyn.d.hair@bankofamerica.com




Account No. (for Dollars): 3750836479

Ref: Reinsurance Group of America Attn: Credit Services

ABA# 026009593




Account No. (for Euro): 96272019

Ref: Reinsurance Group of America, Attn: Grand Cayman Unit #1207

Swift Address: BOFAGB22




Account No. (for Sterling): 96272027

Ref: Reinsurance Group of America, Attn: Grand Cayman Unit #1207

London Sort Code: 16-50-50

Swift Address: BOFAGB22




Account No. (for Yen): 96272011

Ref: Reinsurance Group of America, Attn: Grand Cayman Unit #1207-Credit Services

Swift Address: BOFAJPJX




Account No. (for Australian Dollars): 96272016

Ref: Reinsurance Group of America, Attn: Grand Cayman Unit #1207

Swift Address: BOFAAUSX




Account No. (for Canadian Dollars): 65042228

Ref: Reinsurance Group of America, Attn: Grand Cayman Unit #1207

Swift Address: BOFACATT




Schedule 10.02




Page 3










 





 Other Notices as Administrative Agent:




Bank of America, N.A.

Agency Management

1455 Market Street

Mail Code: CA5-701-05-19

San Francisco, CA 94103




Attention: Aamir Saleem

Telephone: (415) 436-2769

Telecopier: (415) 503-5089

Electronic Mail: aamir.saleem@bankofamerica.com




L/C ISSUER:




Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507




Attention: John P. Yzeik

Telephone: (570) 330-4315

Telecopier: (570) 330-4186

Electronic Mail: john.p.yzeik@bankofamerica.com




SWING LINE LENDER:




Bank of America, N.A.

2001 Clayton Road

Mail Code: CA4-702-02-25

Concord, CA 94520

Attention: Geri Hair

Telephone: (925) 675-7338

Telecopier: (888) 969-9235

Electronic Mail: Geralyn.d.hair@bankofamerica.com

Account No: 3750836479

Ref: Reinsurance Group of America, Attn: Credit Services

ABA# 026009593




Schedule 10.02





Page 4










 








EXHIBIT A




FORM OF COMMITTED LOAN NOTICE




Date: ___________, _____




To: Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of September ___, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; the terms defined therein being used herein as therein defined), among
Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), the
Loan Parties from time to time party thereto, the Lenders from time to time party thereto, ABN AMRO
Bank, N.V., The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and
KeyBank National Association, as Co-Documentation Agents, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The Company hereby requests:



     o A Borrowing of Committed Loans       o A conversion or continuation of Loans



     1. On                                                              (a Business Day).



     2. In the amount of                                         .



     3. Comprised of                                         .



[Type of Committed Loan requested]



     4. In the following currency:                                         



     5. For Eurocurrency Rate Loans: with an Interest Period of                      months.



[Remainder of Page Intentionally Left Blank]




Form of Committed Loan Notice




A - 1










 








     The Committed Borrowing, if any, requested herein complies with the proviso to the first
sentence of Section 2.01 of the Agreement.



	 	 	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Form of Committed Loan Notice




A - 2










 








EXHIBIT B




FORM OF SWING LINE LOAN NOTICE




Date: ___________, _____





			
	To:	 	Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent





Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of September ___, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; the terms defined therein being used herein as therein defined), among
Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), the
Loan Parties from time to time party thereto, the Lenders from time to time party thereto, ABN AMRO
Bank, N.V., The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and
KeyBank National Association, as Co-Documentation Agents, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The undersigned hereby requests a Swing Line Loan:



     1. On                                          (a Business Day).



     2. In the amount of $                    (which shall be a minimum amount of $500,000).



     The Swing Line Borrowing requested herein complies with the requirements of the provisos to
the first sentence of Section 2.04(a) of the Agreement.



	 	 	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Form of Swing Line Loan Notice





B - 1










 








EXHIBIT C




FORM OF NOTE




September ___, 2007




     FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to
                     or registered assigns (the “Lender”), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time
to time made by the Lender to the Company under that certain Credit Agreement, dated as of
September ___, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Reinsurance Group of America, Incorporated, a Missouri corporation, the Loan
Parties from time to time party thereto, the Lenders from time to time party thereto, ABN AMRO
Bank, N.V., The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and
KeyBank National Association, as Co-Documentation Agents, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The Company promises to pay interest on the unpaid principal amount of each Loan from the date
of such Loan until such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement
with respect to Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in the currency in which such Committed Loan was
denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any
amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. Upon the occurrence and continuation of one or more of the Events of Default specified in
the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall
be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business. The Lender may also attach schedules to this Note and endorse thereon the
date, amount, currency and maturity of its Loans and payments with respect thereto.



     The Company, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



Form of Note




C - 1









 








	 	 	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Form of Note




C - 2










 








LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	Currency	 	 	 	 	 	 	Principal	 	 	Outstanding	 	 	 	 
	 	 	 	 	 	 	and	 	 	End of	 	 	or Interest	 	 	Principal	 	 	 	 
	 	 	Type of	 	 	Amount of	 	 	Interest	 	 	Paid This	 	 	Balance	 	 	Notation	 
	Date	 	Loan Made	 	 	Loan Made	 	 	Period	 	 	Date	 	 	This Date	 	 	Made By	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Form of Note




C - 3










 








EXHIBIT D




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:_________________,




To: Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of September ___, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; the terms defined therein being used herein as therein defined), among
Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), the
Loan Parties from time to time party thereto, the Lenders from time to time party thereto, ABN AMRO
Bank, N.V., The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and
KeyBank National Association, as Co-Documentation Agents, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                                                             of the Company, and that, as such, he/she is authorized to
execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and
that:



[Use following paragraph 1 for fiscal year-end financial statements]




     1. The Company has delivered the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above
date, together with the report and opinion of an independent certified public accountant required
by such section.



[Use following paragraph 1 for fiscal quarter-end financial statements]




     1. The Company has delivered the unaudited financial statements required by
Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the
above date. Such financial statements fairly present the financial condition, results of
operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes.



     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Company during the accounting period covered by such
financial statements.



     3. A review of the activities of the Company during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such



Form of Compliance Certificate





D - 1










 







fiscal period the Company performed and observed all its Obligations under the Loan Documents,
and




[select one:]




     [to the best knowledge of the undersigned, during such fiscal period the Company performed and
observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




     [to the best knowledge of the undersigned, during such fiscal period the following covenants
or conditions have not been performed or observed and the following is a list of each such Default
and its nature and status:]



     4. The representations and warranties of (i) each Loan Party contained in Article V of the
Agreement and (ii) each Loan Party contained in each other Loan Document or in any document
furnished at any time under or in connection with the Loan Documents, are true and correct on and
as of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date, and
except that for purposes of this Compliance Certificate, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to
the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01
of the Agreement, including the statements in connection with which this Compliance Certificate is
delivered.



     5. The financial covenant analyses and information set forth on Schedule 1 attached
hereto are true and accurate on and as of the date of this Certificate.



[Remainder of Page Intentionally Left Blank]




Form of Compliance Certificate




D - 2










 








     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                                        , 20___.



	 	 	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Form of Compliance Certificate




D - 3










 








For the Quarter/Year ended                                         (“Statement Date”)




SCHEDULE 1

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Section 7.11(a) – Consolidated Net Worth.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A.	 	Consolidated Net Worth at Statement Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	1.	 	 	consolidated stockholder’s equity of the
Company and its Consolidated Subsidiaries:
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	Consolidated Net Worth (Line I.A1):
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Minimum Required: $1,750,000.00	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	II.	 	Section 7.11(b) – Consolidated Indebtedness to Total Capitalization.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A.	 	Consolidated Indebtedness at Statement Date:	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B.	 	Adjusted Consolidated Net Worth at Statement Date:	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	1.	 	 	Consolidated Net Worth (Line I.A.2):
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	consolidated Mandatorily Redeemable Stock:
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	3.	 	 	aggregate outstanding amount of Hybrid
Securities (not in excess of Hybrid Exclusion
Amount):
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	4.	 	 	Adjusted Consolidated Net Worth (Lines
II.B.1–II.B.2+II.B.3):
	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	C.	 	Lines II.A+II.B.4	 	 	$	 
	 

	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Maximum Permitted: Line II.A may not exceed 35% of Line II.C	 	 	 	 






Form of Compliance Certificate




D - 4










 








EXHIBIT E




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor identified in
item 1 below (the “Assignor”) and the Assignee identified in item 2 below
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of
a copy of which is hereby acknowledged by the Assignee. The Standard 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 Administrative Agent as contemplated below, (i) 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 to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, without limitation, the
Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) 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 or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as 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:
	 	                                                            
	 
	 	 	 	 
	 

	 	 	 	                                                            







	 	 	for Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]






	3.	 	Loan Parties: Reinsurance Group of America, Incorporated, Reinsurance Company of
Missouri, Incorporated, RGA Reinsurance Company, RGA Life Reinsurance Company of Canada, RGA
Reinsurance Company (Barbados) Ltd., RGA Americas Reinsurance





Form of Assignment and Assumption






E - 1










 









	 	 	Company, Ltd., RGA Worldwide Reinsurance Company, Ltd., RGA Global Reinsurance Company, Ltd.
and RGA International Reinsurance Company Limited






	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement






	5.	 	Credit Agreement: Credit Agreement, dated as of September ___, 2007, among
Reinsurance Group of America, Incorporated, a Missouri corporation, the Other Loan Parties,
the Lenders from time to time party thereto, ABN AMRO Bank, N.V., The Bank of New York, The
Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and KeyBank National Association, as
Co-Documentation Agents, Wachovia Bank, National Association, as Syndication Agent, and Bank
of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender






	6.	 	Assigned Interest:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Aggregate Amount	 	 	Amount of	 	 	Assigned of	 	 	 	 
	 	 	 	 	 	 	Facility	 	 	of Commitment	 	 	Commitment	 	 	Commitment	 	 	CUSIP	 
	Assignor	 	Assignee	 	 	Assigned	 	 	for all Lenders	 	 	Assigned	 	 	Loans	 	 	Number	 
	 
	 	 	 	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





     7. Trade Date:                     



Effective Date:                      , 20__.




     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Form of Assignment and Assumption




E - 2










 








Consented to and Accepted:




BANK OF AMERICA, N.A., as

Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



[Consented to:




REINSURANCE GROUP OF AMERICA,

INCORPORATED




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:]	 	 	 
	 



Form of Assignment and Assumption





E - 3










 








ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION





     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) 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; and (b) assumes no responsibility with respect to (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 or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     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) it meets all the requirements to be an assignee under Section 10.06(b)(iii),
(v), (vi) and (vii) of the Credit Agreement (subject to such consents, if any, as may be required
under Section 10.06(b)(iii) of the Credit Agreement), (iii) 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 (in addition to any such rights and obligations than otherwise
held by it) the rights and obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and
(vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by
it 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 upon the Administrative 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



Form of Assignment and Assumption





E - 4










 







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. From and after the Effective Date, the Administrative Agent shall make
all 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 New York.



Form of Assignment and Assumption




E - 5










 








EXHIBIT F




LOAN PARTY REQUEST AND ASSUMPTION AGREEMENT




Date: ___________, _____





			
	To:	 	Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:





     This Loan Party Request and Assumption Agreement is made and delivered pursuant to
Section 2.14 of that certain Credit Agreement, dated as of September ___, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Reinsurance Group of America, Incorporated, a Missouri
corporation (the “Company”), the Loan Parties from time to time party thereto, the Lenders
from time to time party thereto, ABN AMRO Bank, N.V., The Bank of New York, The Bank of
Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and KeyBank National Association, as Co-Documentation
Agents, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full
particulars of the matters described therein. All capitalized terms used in this Loan Party
Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement.



     The Company hereby confirms, represents and warrants to the Administrative Agent and the
Lenders that [___], a ___(the “Applicant Loan Party”) is a Subsidiary of the
Company that is an Insurance Company.



     The documents required to be delivered to the Administrative Agent under Section 2.14
of the Credit Agreement will be furnished to the Administrative Agent in accordance with the
requirements of the Credit Agreement.



     Complete if the Applicant Loan Party is a Domestic Subsidiary: The true and correct U.S.
taxpayer identification number of the Applicant Loan Party is ___.



     Complete if the Applicant Loan Party is a Foreign Subsidiary: The true and correct unique
identification number that has been issued to the Applicant Loan Party by its jurisdiction of
organization and the name of such jurisdiction are set forth below:



	 	 	 	 	 	 	 
	Identification Number	 	 	Jurisdiction of Organization	 
	 





     The parties hereto hereby confirm that with effect from the date of the Loan Party Notice for
the Applicant Loan Party, the Applicant Loan Party shall have obligations, duties and liabilities
toward each of the other parties to the Credit Agreement identical to those which the Applicant
Loan Party would have had if the Applicant Loan Party had been an original party to the Credit
Agreement as a Borrower. Effective as of the date of the Loan Party Notice for the Applicant Loan
Party, the Applicant Loan Party confirms its acceptance of, and consents to, all



Loan Party Request and Assumption Agreement





F - 1










 







representations and warranties, covenants, and other terms and provisions of the Credit
Agreement.




     The parties hereto hereby request that the Applicant Loan Party be entitled to [receive Loans]
[and/or] [have Letters of Credit issued for its account under the Credit Agreement], and
understand, acknowledge and agree that neither the Applicant Loan Party nor the Company on its
behalf shall have any right to request any [Loans] [and/or] [Letters of Credit] for its account
unless and until the date five Business Days after the effective date designated by the
Administrative Agent in a Loan Party Notice delivered to the Company and the Lenders pursuant to
Section 2.14 of the Credit Agreement.



     This Loan Party Request and Assumption Agreement shall constitute a Loan Document under the
Credit Agreement.



     THIS LOAN PARTY REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



[Remainder of Page Intentionally Left Blank]




Loan Party Request and Assumption Agreement




F - 2










 








     IN WITNESS WHEREOF, the parties hereto have caused this Loan Party Request and Assumption
Agreement to be duly executed and delivered by their proper and duly authorized officers as of the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	REINSURANCE GROUP OF AMERICA, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[APPLICANT LOAN PARTY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Loan Party Request and Assumption Agreement




F - 3










 








EXHIBIT G




LOAN PARTY NOTICE




Date: ___________, _____




To: Reinsurance Group of America, Incorporated




     The Lenders party to the Credit Agreement referred to below



     Ladies and Gentlemen:



     This Loan Party Notice is made and delivered pursuant to Section 2.14 of that certain
Credit Agreement, dated as of September ___, 2007 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”), among Reinsurance
Group of America, Incorporated, a Missouri corporation (the “Company”), the Loan Parties
from time to time party thereto, the Lenders from time to time party thereto, ABN AMRO Bank, N.V.,
The Bank of New York, The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch, and KeyBank National
Association, as Co-Documentation Agents, Wachovia Bank, National Association , as Syndication
Agent, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and
reference is made thereto for full particulars of the matters described therein. All capitalized
terms used in this Loan Party Notice and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.



     The Administrative Agent hereby notifies Company and the Lenders that effective as of the date
hereof [___] shall be a Loan Party and may receive [Loans] [and/or] [Letters
of Credit] for its account on the terms and conditions set forth in the Credit Agreement.



     This Loan Party Notice shall constitute a Loan Document under the Credit Agreement.



[Remainder of Page Intentionally Left Blank]




Loan Party Notice




G - 1










 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Loan Party Notice





G - 2