FIRST AMENDMENT, dated as of July 10, 2008 (this “Amendment”), to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of August 9, 2007 (the “Credit Agreement”), among The Hartford Financial Services Group, Inc. (the “Company”), the Borrowing Subsidiaries from time to time party thereto, the lenders named therein, and Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”).
WHEREAS, the Company, the Administrative Agent and the Lenders have agreed to amend the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:
SECTION 1.Defined Terms. Each capitalized term used but not defined herein shall have the meaning assigned to it in the Credit Agreement as amended hereby.
SECTION 2.Amendment to Credit Agreement. The first sentence of Section 2.25 of the Credit Agreement shall be replaced in its entirety by the following:
“The Company may, on no more than two occasions during the term of this Agreement, by written notice delivered to the Administrative Agent (a copy of which shall be promptly delivered to each Lender), request that the Lenders extend the Maturity Date for a period of one year from the Maturity Date then in effect, such extension to become effective on the date specified in such notice, which shall be not fewer than 30 days after the date of such notice.”
SECTION 3.Representations and Warranties. The Company, hereby represents and warrants to each Lender that:
(a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof and after giving effect to this Amendment, with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; and
(b) as of the date hereof, no Default or Event of Default has occurred and is continuing.
SECTION 4.Effectiveness. This Amendment shall become effective as of the first date on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company and Lenders constituting at least the Required Lenders.
SECTION 5.Credit Agreement. Except as specifically set forth in this Amendment, the Credit Agreement shall remain in full force and effect.
SECTION 6.Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
SECTION 7.Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic imaging means shall be as effective as delivery of a manually signed counterpart of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers of the day and year first written above.
THE HARTFORD FINANCIAL SERVICES GROUP, INC., | ||
by | ||
/s/ John N. Giamalis | ||
Name: John N. Giamalis | ||
Title: Senior Vice President and Treasurer |
BANK OF AMERICA, N.A., | ||
as Administrative Agent, | ||
by | ||
/s/ Aamir Saleem | ||
Name: Aamir Saleem | ||
Title: Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:ABN Amro Bank N.V.
by | ||||
/s/ Michael DeMarco | ||||
Name: Title: | Michael DeMarco Vice President |
by1 | |||||||
/s/ | Andrew C. Salerno | ||||||
Name: | Andrew C. Salerno | ||||||
Title: Director |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Bank of America N.A.
by | ||||
/s/ Jason Cassity | ||||
Name: Title: | Jason Cassity Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:The Bank of New York
by | ||||
/s/ Richard G. Shaw | ||||
Name: Title: | Richard G. Shaw Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Branch Banking and Trust Company
by | ||||
/s/ Robert M. Searson | ||||
Name: Title: | Robert M. Searson Senior Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:CITIBANK, N.A.
by | ||||
/s/ Maria Hackley | ||||
Name: Title: | Maria Hackley Managing Director |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Deutsche Bank AG New York Branch
by | ||||
/s/ Richard Herder | ||||
Name: Title: | Richard Herder Managing Director |
by1 | |||||||
/s/ | Michael Campites | ||||||
Name: | Michael Campites | ||||||
Title: | Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender: Greenwich Capital Markets, Inc., as agent for |
The Royal Bank of Scotland plc
by | ||||
/s/ George J. Urban | ||||
Name: Title: | George J. Urban Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:JPMORGAN CHASE BANK, N.A.
by | ||||
/s/ Melvin D. Jackson | ||||
Name: Title: | Melvin D. Jackson Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Sumitomo Mitsui Banking Corporation
by | ||||
/s/ Yoshihiro Hyakutome | ||||
Name: Title: | Yoshihiro Hyakutome General Manager |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:SunTrust Banks
by | ||||
/s/ W. Bradley Hamilton | ||||
Name: Title: | W. Bradley Hamilton Director |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:US Bank, National Association
by | ||||
/s/ Patrick McGraw | ||||
Name: Title: | Patrick McGraw Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Wachovia Bank, National Association
by | ||||
/s/ Michelle Dagenhart | ||||
Name: Title: | Michelle Dagenhart Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:The Bank of Tokyo-Mitsubishi UFJ, Ltd., | ||||
New York Branch | ||||
by | /s/ Scott Schaffer | |||
Name: Title: | Scott Schaffer Authorized Signatory |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender: UBS Loan Finance LLC
by | ||||
/s/ Irja R. Otsa | ||||
Name: Title: | Irja R. Otsa Associate Director |
by1 | |||||||
/s/ | Mary E. Evans | ||||||
Name: | Mary E. Evans | ||||||
Title: | Associate Director |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Wells Fargo Bank, National Association
by | ||||
/s/ Beth C. McGinnis | ||||
Name: Title: | Beth C. McGinnis Senior Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:State Street Bank and Trust Company
by | ||||
/s/ Edward M. Anderson | ||||
Name: Title: | Edward M. Anderson Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:William Street Commitment Corporation (Recourse only to the assets of William Street Commitment Corporation) |
by | ||||
/s/ Mark Walton | ||||
Name: Title: | Mark Walton Assistant Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Webster Bank, National Association
by | ||||
/s/ Lawrence Davis | ||||
Name: Title: | Lawrence Davis Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Credit Suisse, Cayman Islands Branch
by | ||||
/s/ Jay Chall | ||||
Name: Title: | Jay Chall Director |
by1 | |||||||
/s/ | Gilberto Fontela | ||||||
Name: | Gilberto Fontela | ||||||
Title: | Assistant Vice President |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:Lehman Commercial Paper Inc.
by | ||||
/s/ Rohit Nair | ||||
Name: Title: | Rohit Nair Authorized Signatory |
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SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10, 2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC. AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9, 2007. |
Name of Lender:HSBC Bank USA, N.A.
by | ||||
/s/ Lawrence Karp | ||||
Name: Title: | Lawrence Karp Senior Vice President |
1 | For any Lender requiring a second signature line. |
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