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Exhibit 99.1
EXECUTION VERSION
FIRST
AMENDMENT dated as of December 13, 2006 (this "
Amendment "), to the Amended and Restated Five-Year Credit
Agreement dated as of January 20, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the "
Credit Agreement "), among AETNA INC., a Pennsylvania
corporation (the " Borrower "); the LENDERS from time to
time party thereto; and JPMORGAN CHASE BANK, N.A., as
Administrative Agent (in such capacity, the " Administrative
Agent ").
WHEREAS
the Borrower has requested that the Lenders agree to amend certain
provisions of the Credit Agreement and the Lenders party hereto,
constituting the Required Lenders, are willing to amend the Credit
Agreement on the terms and subject to the conditions set forth
herein.
NOW,
THEREFORE, 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 agree as follows:
SECTION
1. Defined Terms . Capitalized terms used but not defined
herein have the meanings assigned to them in the Credit
Agreement.
SECTION
2. Amendments to the Credit Agreement. Effective as of the
Amendment Effective Date (as defined below), the Credit Agreement
is hereby amended as follows:
(a)
Article I of the Credit Agreement is hereby amended by adding
the following definition in appropriate alphabetical order:
"" SFAS 158 " means
Statement of Financial Accounting Standards No. 158, "
Employers’ Accounting for Defined Benefit Pension and
Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106 and 132(R) ," issued by the Financial
Accounting Standards Board of the Financial Accounting Foundation
in September 2006, as amended by subsequent pronouncements, if
applicable."
(b)
Article I of the Credit Agreement is hereby further amended by
deleting in its entirety the definition of "Adjusted Consolidated
Net Worth" and replacing such definition with the following:
"" Adjusted Consolidated Net
Worth " means (a) at any date prior to December 31,
2006, the total consolidated shareholders’ equity of the
Borrower determined as of such date in accordance with GAAP,
adjusted to exclude (i) any minimum pension liability
adjustment recorded in accordance with SFAS 87 and (ii) any
net unrealized capital gains and losses and (b) at any date on
or after December 31, 2006, the total consolidated
shareholders’ equity of the Borrower determined as of such
date in accordance with GAAP, adjusted to exclude (i) any
adjustment recorded to reflect the overfunded or underfunded status
of the Borrower’s defined benefit pension and other
postretirement plans in accordance with SFAS 158 and (ii) any
net unrealized capital gains and losses."
SECTION
3. Representations and Warranties. The Borrower represents
and warrants to the Administrative Agent and each Lender that as of
the Amendment Effective Date and immediately after giving effect to
this Amendment:
(a)
the representations and warranties of the Borrower set forth in
Article IV of the Credit Agreement are true in all material
respects, with the same effect as if made on and as of the
Amendment Effective Date; provided , that, solely for the
purposes of this paragraph, (i) the date referred to in each
of Sections 4.04(a)(i) and 4.04(b) of the Credit Agreement
shall be deemed to be December 31, 2005, (ii) the dates
referred to in Section 4.04(a)(ii) of the Credit Agreement
shall be deemed to be (A) March 31, 2006,
(B) June 30, 2006 and (C) September 30, 2006,
(iii) clause (b) of the definition of "Disclosure
Documents" in the Credit Agreement shall be deemed to refer to the
Borrower’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, (iv) clause (c) of such
definition shall be deemed to refer to the Borrower’s
Quarterly Reports on Form 10-Q for the quarterly periods ended
(A) March 31, 2006, (B) June 30, 2006 and
(C) September 30
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