EX-10 7 exh10_16.txt THE HARTFORD FINANCIAL SERVICES GROUP, INC. EXECUTIVE COPY FIRST AMENDMENT dated as of June 30, 2003 (this "Amendment") to the Second Amended and --------- Restated Five- Year Competitive Advance and Revolving Credit Facility Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") ----------------- 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 -------------------------------------------- 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 ---------------------------- 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 ----------------- 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. The 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 ---------------------------------------------- Name: JOHN N. GIAMALIS Title: Senior Vice President and Treasurer JPMORGAN CHASE BANK, individually and as Co-Administrative Agent by: ---------------------------------------------- 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: JPMORGAN CHASE BANK, individually and as Co-Administrative Agent by: /s/ Heather Lindstrom ---------------------------------------------- Name: Heather A. Lindstrom 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/ Leslie Nannen ----------------------------------------- Name: Leslie Nannen 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/ Maria Hackley ----------------------------------------- Name: Maria G. Hackley 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/ Carla Balesano ----------------------------------------- Name: Carla Balesano 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/ Carrie Burnham ----------------------------------------- Name: Carrie Burnham 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/ Edward M. Anderson ----------------------------------------- Name: Edward M. Anderson 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/ Todd Sheets ----------------------------------------- Name: Todd Sheets 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/ Gary Overton ----------------------------------------- Name: Gary Overton 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/ Wilfred 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 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 WELLS FARGO BANK, NATIONAL ASSOCIATION: By: /s/ Beth McGinnis ----------------------------------------- Name: Beth C. McGinnis Title: Vice President By: /s/ James Doherty ----------------------------------------- Name: James Doherty 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/ Kimberly Shaffer ----------------------------------------- Name: Kimberly Shaffer Title: Director