EXECUTION COPY
FIRST AMENDMENT dated as of June 30, 2003
(this "Amendment") to the Three-Year
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Competitive Advance and Revolving Credit
Facility Agreement (as amended, supplemented
or otherwise modified from time to time, the
"Credit Agreement") dated as of December 31,
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2002 among THE HARTFORD FINANCIAL SERVICES
GROUP, INC. and HARTFORD LIFE, INC.
(individually the "Borrower" and
collectively the "Borrowers"), the LENDERS
party thereto and JPMORGAN CHASE BANK and
CITIBANK, N. A., as co-administrative agents
(the "Agent")
A. Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.
B. The Borrowers have requested that the Lenders amend a certain provision
of the Credit Agreement. The Required Lenders are willing to agree to
such amendment on the terms and subject to the conditions of this
Amendment.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agrees as
follows:
Section 1. Amendment to the Credit Agreement. The definition of "Equity
Units" is hereby amended to read as follows:
"Equity Units" shall mean the 6,600,000 6% Equity Units issued
by the Company on September 13, 2002, the 12,000,000 7% Equity Units
issued by the Company on May 23, 2003 and the 1,800,000 7% Equity Units
issued by the Company on May 30, 2003.
Section 2. Representations, Warranties and Agreements. Each of the
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Borrowers hereby represents and warrants to and agrees with each Lender
and the Agent that:
(a) The representations and warranties set forth in
Article III of the Credit Agreement are true and
correct in all material respects with the same effect
as if made on the Amendment
Effective Date, except to the extent such
representations and warranties expressly relate to an
earlier date.
(b) As of the Amendment Effective Date, no Event of
Default or Default has occurred and is continuing.
Section 3. Conditions to Effectiveness. This Amendment shall be
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effective as of June 30, 2003 upon the satisfaction in full of the
condition precedent (the "Amendment Effective Date") that the Agent
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shall have received duly executed counterparts hereof which, when
taken together, bear the authorized signatures of each Borrower, the
Agent and the Required Lenders.
Section 4. Credit Agreement. Except as specifically stated herein,
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the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms
"Agreement", "herein", "hereunder", "hereto", "hereof" and words
similar import shall, unless the context otherwise requires, refer to
the Credit Agreement as modified hereby.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6. Counterparts. This Amendment may be executed in any number
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of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of
an executed counterpart of a signature page of this Amendment by
telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
Section 7. Expenses. Each Borrower agrees to reimburse the Agent for
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its out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP counsel for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective authorized
officers as of the date first above written.
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.,
by: /s/ John N. Giamalis
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Name: JOHN N. GIAMALIS
Title: Senior Vice President and Treasurer
HARTFORD LIFE, INC.,
by: /s/ John N. Giamalis
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Name: JOHN N. GIAMALIS
Title: Senior Vice President and Treasurer
JPMORGAN CHASE BANK, individually
and as Co-Administrative Agent
by:
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Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective authorized
officers as of the date first above written.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.,
by:
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Name:
Title:
HARTFORD LIFE, INC.,
by:
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Name:
Title:
JPMORGAN CHASE BANK, individually
and as Co-Administrative Agent
by: /s/ Heather A. Lindstrom
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Name: Heather A. Lindstrom
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: Bank of America
by: /s/ Leslie Nannen
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Name: Leslie Nannen
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: Citibank, N.A.
by: /s/ Maria G. Hackley
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Name: Maria G. Hackley
Title: Managing Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
DEUTSCHE BANK AG, New York Branch
by: /s/ John S. McGill
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Name: John S. McGill
Title: Director
By: : /s/ Charles Kohler
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Name: Charles Kohler
Title: Managing Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: Fleet National Bank
by: /s/ Carla Balesano
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Name: Carla Balesano
Title: Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: Mellon Bank N. A.
by: /s/ Carrie Burnham
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Name: Carrie Burnham
Title: Assistant Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: Morgan Stanley Bank
by: /s/ Jaap Tonckens
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Name: Jaap L. Tonckens
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution: State Street Bank and
Trust Company
by: /s/ Edward M. Anderson
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Name: Edward M. Anderson
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
OF JUNE 30, 2003 TO THE THREE- YEAR
COMPETITIVE ADVANCE AND REVOLVING CREDIT
FACILITY AGREEMENT DATED AS OF DECEMBER 31,
2002 AMONG THE HARTFORD FINANCIAL SERVICES
GROUP, INC.; HARTFORD LIFE, INC.; THE
LENDERS PARTY THERETO AND JPMORGAN CHASE
BANK.
UBS AG, CAYMAN ISLANDS BRANCH
BY: /s/ Wilfred V. Saint
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NAME: Wilfred V. Saint
TITLE: Associate Director Banking
Products Services US
BY: /s/ Reto Jenal
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NAME: Reto Jenal
TITLE: Executive Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
Name of Institution:
Wachovia Bank, National Association
by: /s/ Kimberly Shaffer
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Name: Kimberly Shaffer
Title: Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Three-Year
Competitive Advance and Revolving Credit
Facility Agreement dated as of December 31,
2002 among The Hartford Financial Services
Group, Inc.; Hartford Life, Inc.; the
Lenders party thereto and JPMorgan Chase
Bank.
WELLS FARGO BANK, NATIONAL ASSOCIATION:
by: /s/ Beth C. McGinnis
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Name: Beth C. McGinnis
Title: Vice President
by: /s/ James Doherty
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Name: James Doherty
Title: Vice President