Schedule 1 attached hereto are true and accurate in all material respects on and
as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
,
.
Name:
Title:
Exhibit C - Page 2
For the Quarter/Year ended ___________________("Financial Statement Date")
SCHEDULE 1
to the Compliance Certificate
Section 7.08(a)
(to be completed with respect to Parent and its Subsidiaries)
Net Worth:
(a) Consolidated shareholder's equity
(b) Accumulated other comprehensive income
(1) Net Worth [(a) - (b)]
Minimum Net Worth
$
8,000,000,000
Section 7.08(b)
(to be completed with respect to Parent and its Subsidiaries)
Total Funded Debt to Total Capital Ratio:
(2) Total Funded Debt
Total Capital:
(a) Net Worth [(1) above]
(b) Total Funded Debt [(2) above]
(3) Total Capital [(a) + (b)]
Total Funded Debt to Total Capital [(2) / (3)]
Maximum Total Funded Debt to Total Capital
35
%
Section 7.08(c)
(to be completed with respect to Aflac)
Statutory Surplus:
Minimum Statutory Surplus
$5,200,000,000
Exhibit C - Page 3
EXHIBIT D
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][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee").[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee. The 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][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], 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][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto in the amount[s]
and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations under the respective facilities identified below 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)][the respective Assignors (in their respective capacities as Lenders)]
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