AMENDMENT NO. 2 TO
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
This Amendment No. 2 to Intercreditor and Collateral Agency Agreement (this “Amendment”), dated as of this 2nd day of September, 2020, is by and among CIBC Bank USA, formerly known as The PrivateBank and Trust Company (“CIBC”), The Prudential Insurance Company of America (“Prudential”), Pruco Life Insurance Company (“Pruco”), Prudential Retirement Guaranteed Cost Business Trust (“Prudential Guaranteed”), PAR U Hartford Life Insurance Comfort Trust (“PAR”), CIBC, in its capacity as Bank Agent, and CIBC, in its capacity as Collateral Agent.
WHEREAS, the parties to this Amendment are party to the Intercreditor and Collateral Agency Agreement dated as of May 14, 2015 (the “Intercreditor Agreement”), as the same shall be amended by this Amendment and amended or otherwise modified from time to time;
WHEREAS, as of the date hereof, BMO Harris Bank N.A. (“BMO”) has been repaid all outstanding Senior Indebtedness owed to it in full and is no longer a party to the Credit Agreement as a Bank Lender;
WHEREAS, the Borrowers and CIBC are entering into the Amendment No. 7 to Credit Agreement, dated as of the date hereof (“Bank Amendment”);
WHEREAS, the Borrowers, Prudential, Pruco, Prudential Guaranteed and PAR are entering into the Amendment No. 3 to Note Purchase Agreement, dated as of the date hereof (the “Note Amendment”);
WHEREAS, as a condition to the execution and delivery of each of the Bank Amendment and the Note Amendment, the parties thereto require the execution and delivery of this Amendment by the parties hereto.
NOW, THEREFORE, for the above reasons, in consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1.Definitions. Capitalized terms used but not defined in this Amendment have the meanings assigned thereto in the Intercreditor Agreement, as amended by this Amendment.
SECTION 2.Amendments. Effective as of the Effective Date (as defined below):
2.1Section 1 of the Intercreditor Agreement is hereby amended by amending and restating or inserting in appropriate alphabetical order, as applicable, the following defined terms: