Exhc - Intercompany Credit Agreement (RLNY)

INTERCOMPANY CREDIT AGREEMENT


This agreement is entered into as of this 1st day of February, 2000, by and among ReliaStar Life Insurance Company of New York ("RLNY"), a New York domiciled life insurance company and each of the undersigned affiliated companies of RLNY (RLNY and such affiliated companies are hereinafter collectively called the "Companies" or individually the "Company").


RECITALS


WHEREAS, one or more of the Companies may, from time to time, have funds available for short-term investment purposes or have a short-term need for general working capital; and


WHEREAS, the Companies desire to enter into a written agreement, in accordance with its terms and subject to conditions hereinafter set forth, by which advances may be made to one another and by which the Companies may borrow from one another; and


WHEREAS, the Companies are authorized to make advances to one another, to borrow from one another, and to enter into this Agreement.


NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the Companies agree as follows:


ARTICLE I AMOUNT AND TERMS OF ADVANCES AND BORROWINGS


1.01. PRIOR AGREEMENT. This Agreement replaces and supersedes all other Intercompany Credit Agreements ("Prior Agreements"), and is effective as of the above date, subject to required regulatory notifications and approvals.


1.02. REVOLVING CREDIT LINE. The Companies agree on the terms and conditions hereinafter set forth to make advances to one another and to borrow from one another from time to time from the date hereof until this Agreement is terminated; provided, however, that Northern Life Insurance Company ("Northern") shall not advance any funds to ReliaStar Financial Corp. ("RFC") hereunder until the expiration of the Credit Agreement between Northern and RFC dated January 17, 1989. Subject to the preceding, the Companies may advance, borrow and repay pursuant to the terms of this Agreement.


1.03. LIMITATION ON ADVANCES AND BORROWINGS. No advances or borrowings may exceed, in the aggregate (which includes both principal and accrued interest), for any one company, more than 5% of the lending party or borrowing party's admitted assets as of December 31 of the preceding year.


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1.04. INTEREST ON ADVANCES. The rate of interest on all advances will be a variable rate of interest that will reset daily, based upon the immediately preceding 30-day Fed Composite A1/P1 commercial paper rate as quoted in the Wall Street Journal, plus 25 Basis Points (calculated on the basis of actual days elapsed and on the basis of a 360-day year).


1.05. CONDITIONS TO ADVANCES. Notwithstanding anything to the contrary herein, no party to this Agreement is obligated to make an advance to another party unless, in the sole discretion of the lending party, it has sufficient funds for short-term investment purposes and such advance will be an appropriate investment under state regulations or corporate investment limitations for the lending party. Any request for an advance shall be in accordance with any statutory requirements and investment policy provisions applicable to the borrowing and lending parties.


1.06. CONDITIONS OF BORROWING. The maximum term of a borrowing shall be 89 days. Interest accruing on all outstanding advances shall be due and payable on demand by the lending parties but, until demand is made, in arrears, on the last business day of each month until the unpaid principal and interest have been paid in full. The outstanding principal balance of any advance shall be due and payable upon demand by the lending party. Each borrowing party may, from time to time, prepay all - or any part of any outstanding unpaid principal without penalty or premium. All payments shall be applied to accrued and outstanding interest with the balance, if any, applied to principal.


1.07. REQUESTING ADVANCES. Each request for an advance must be made by an officer of the borrowing party and approved by an officer of the lending party in the form of the document attached hereto as Exhibit A.


1.08. DOCUMENTATION. The obligations of any Company to repay all Advances made to it pursuant to this Agreement, together with interest, are set forth in this Agreement and shall be fully binding and enforceable without the execution of any promissory note or other evidence of indebtedness. Nevertheless, if any lending party so requests, a borrowing party hereto agrees to duly execute and deliver to the Treasury of the lending company a negotiable promissory note evidencing the advances available or outstanding hereunder, in form and substance substantially similar to the Note attached hereto as Exhibit B and satisfactory to the lending party. Expenses incurred and payment received shall be allocated to each applicable company in conformity ...