EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

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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