EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT
AGREEMENT
AMENDMENT NO. 1 (this “
Amendment ”), dated as of May 22, 2008, to the
Credit Agreement (as amended, supplemented or otherwise modified,
the “ Credit Agreement ”), dated as of
May 8, 2007, among THE ALLSTATE CORPORATION, ALLSTATE
INSURANCE COMPANY, ALLSTATE LIFE INSURANCE COMPANY, the LENDERS
party thereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
Agent, BANK OF AMERICA, N.A. and CITIBANK, N.A., as Documentation
Agents, LEHMAN BROTHERS BANK, FSB, MERRILL LYNCH BANK USA, MORGAN
STANLEY BANK and WILLIAM STREET COMMITMENT CORPORATION, as
Co-Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
(the “ Administrative Agent ”).
RECITALS
A.
Capitalized terms used
herein that are defined in the Credit Agreement shall have the same
meanings as therein defined.
B.
Section 2.8(a) of the Credit Agreement provides
that the Company may request an extension of the Maturity Date on
the first and second anniversary of the Effective Date.
C.
The Borrowers have
requested that the Administrative Agent and the Lenders make
certain amendments to the Credit Agreement such that the Company
may request an extension of the Maturity Date on the first, second,
third, fourth and fifth anniversary of the Effective Date, and the
Administrative Agent and the Lenders are willing to do so subject
to the terms and conditions of this Amendment.
Accordingly, in consideration of the Recitals
and the covenants, conditions and agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1.
Section 2.8(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as
follows:
(a)
Request for Extension . The Company may, by notice to
the Administrative Agent (which shall promptly notify the Lenders)
not more than 90 days and not less than 30 days prior to each of
the first, second, third, fourth and fifth anniversary of the
Effective Date (each such anniversary date, an “ Extension
Date ”), request (each, an “ Extension
Request ”) that the Lenders extend the Maturity Date then
in effect (the “ Existing Maturity Date ”) for
an additional one year. Each Lender, acting in its sole
discretion, shall, by notice to the Company and the Administrative
Agent given not later than the 20th day (or such later day as shall
be acceptable to the Company) following the date of the
Company’s notice, advise the Company and the Administrative
Agent whether or not such Lender agrees to such extension;
provided that any Lender that does not so advise the Company
and the Administrative Agent shall be deemed to have rejected such
Extension Request. The election of any Lender to agree to
such extension shall not obligate any other Lender to so
agree. Notwithstanding anything contained in this Credit
Agreement to the contrary, the Company may only extend the Maturity
Date for a total of two additional years.
