EXHIBIT 10.07
EXECUTION COPY
FIRST AMENDMENT dated as of June 30, 2003 (this
"Amendment") to the Three-Year 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, 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
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 effective
as of June 30, 2003 upon the satisfaction in full of the condition
precedent (the "Amendment Effective Date") that the Agent 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, 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
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6. Counterparts. This Amendment may be executed in any number 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 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:
--------------------------------------------
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
--------------------------------------------
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
--------------------------------------------
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
---------------------------------------------
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
---------------------------------------------
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
---------------------------------------------
Name: Wilfred V. Saint
Title: Associate Director Banking
Products Services US
By: /s/ Reto Jenal
--------------------------------------------
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
--------------------------------------------
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