EXECUTIVE COPY
FIRST AMENDMENT dated as of June 30, 2003
(this "Amendment") to the Second Amended and
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Restated Five- Year Competitive Advance and
Revolving Credit Facility Agreement (as
amended, supplemented or otherwise modified
from time to time, the "Credit Agreement")
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dated as of February 26, 2003 among THE
HARTFORD FINANCIAL SERVICES GROUP, INC. (the
"Borrower"), the LENDERS party thereto and
JPMORGAN CHASE BANK and BANK OF AMERICA,
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 Borrower has 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. The
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Borrower 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
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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 the Borrower, the Agent and
the Required Lenders.
Section 4. Credit Agreement. Except as specifically stated
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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
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AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6. Counterparts. This Amendment may be executed in any
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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. The Borrower agrees to reimburse the
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Agent for its out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath,
Swaine & ▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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:
JPMORGAN CHASE BANK, individually
and as Co-Administrative Agent
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: Bank of America
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: Citibank, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: Fleet National Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: Mellon Bank N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: State Street Bank and
Trust Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: SunTrust Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution: The Bank of New
York
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
OF JUNE 30, 2003 TO THE SECOND AMENDED AND
RESTATED FIVE YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS
OF FEBRUARY 26, 2003 AMONG THE HARTFORD
FINANCIAL SERVICES GROUP, INC.; THE LENDERS
PARTY THERETO AND JPMORGAN CHASE BANK
UBS AG, CAYMAN ISLANDS BRANCH
BY: /s/ ▇▇▇▇▇▇▇ Saint
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NAME: ▇▇▇▇▇▇▇ ▇. Saint
TITLE: Associate Director Banking
Products Services US
BY: /s/ ▇▇▇▇ ▇▇▇▇▇
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NAME: ▇▇▇▇ ▇▇▇▇▇
TITLE: Executive Director
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment dated as
of June 30, 2003 to the Second Amended and
Restated Five Year Competitive Advance and
Revolving Credit Facility Agreement dated as
of February 26, 2003 among The Hartford
Financial Services Group, Inc.; the Lenders
party thereto and JPMorgan Chase Bank
Name of Institution:
Wachovia Bank, National Association
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director