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EX-10.1 - EX-10.1 - TORCHMARK CORPd466837dex101.htm











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 14, 2013 (January 10, 2013)




(Exact name of registrant as specified in its charter)




DELAWARE   001-08052   63-0780404

(State or other jurisdiction

of incorporation)



File No.)


(I.R.S. Employer

ID No.)

3700 South Stonebridge Drive, McKinney, Texas 75070

(Address of principal executive offices)

Registrant’s telephone number, including area code: (972) 569-4000


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2013, Torchmark Corporation (Torchmark), its subsidiary TMK Re Ltd. (TMK), Wells Fargo Bank, National Association (Wells Fargo) and the other lenders party thereto entered into an amendment to the Credit Agreement dated as of December 10, 2010, among Torchmark, as Borrower, TMK , as a Loan Party, Wells Fargo, as Administrative Agent, Swing Line Lender, L/C Issuer and L/C Administrator and the other lenders listed therein (Credit Agreement). Such amendment, the Second Amendment to Credit Agreement, dated as of January 10, 2013, among Torchmark as Borrower, TMK, the lenders listed on the signature pages thereof as Lenders and Wells Fargo, as Administrative Agent (Second Amendment), provides that notice for a base rate borrowing under the Credit Agreement may be given on the same business day of any borrowing of a base rate loan. The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is attached to this Form 8-K as Exhibit 10.1 and which is incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.


  (a) Financial statements of businesses acquired.




  (b) Pro forma financial information.




  (c) Exhibits.


       10.1 Second Amendment to Credit Agreement dated as of January 10, 2013, among Torchmark Corporation as Borrower, TMK Re, Ltd. ,the other lenders listed on the signature pages hereof as Lenders and Wells Fargo Bank, National Association, as Administrative Agent.




Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 14, 2013    
      /s/ Carol A. McCoy
    Carol A. McCoy,
    Vice President, Associate Counsel and Secretary