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.


 

















 


2.                                       Paragraph 1 shall not be
effective until such time as the following conditions are satisfied:


 


(a)                                  the
Administrative Agent (or its counsel) shall have received from each Borrower
and Required Lenders either (i) a counterpart of this Amendment signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include facsimile transmission of a signed signature page of
this Amendment) that such party has signed a counterpart of this Amendment; and


 


(b)                                 the
Administrative Agent shall have received such other documentation and assurances
as it shall reasonably request in connection with this Amendment.


 


3.                                       Each Borrower hereby (a) reaffirms
and admits the validity and enforceability of each Loan Document to which it is
a party and its obligations thereunder, and agrees and admits that it has no
defense to or offset against any such obligation, (b) represents and
warrants that after giving effect to this Amendment, no Default has occurred
and is continuing, and (c) represents and warrants that all of the
representations and warranties (other than Section 4.4(c) and Section 4.5)
made by it in the Loan Documents are true and correct, both immediately before
and after giving effect to this Amendment (except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct on
and as of such earlier date).


 


4.                                       This Amendment may be
executed in any number of counterparts, each of which shall be an original and
all of which shall constitute one agreement. 
It shall not be necessary in making proof of this Amendment to produce
or account for more than one counterpart signed by the party to be charged.
Delivery of an executed counterpart by facsimile transmission shall be
effective as delivery of a manually executed counterpart.


 


5.                                       Except as amended hereby,
the Credit Agreement and the other Loan Documents shall in all other respects
remain in full force and effect.


 


6.                                       THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


[Signature Pages Follow]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed by their respective authorized officers as of the day and
year first above written.


 


 


	
   

  	
  THE
  ALLSTATE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Steven
  C. Verney

  
	
   

  	
  Name:

  	
  Steven
  C. Verney

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALLSTATE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/ Samuel
  H. Pilch

  
	
   

  	
  Name:

  	
  Samuel H.
  Pilch

  
	
   

  	
  Title:

  	
  Group Vice
  President, Controller and Acting Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALLSTATE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John C. Pintozzi

  
	
   

  	
  Name:

  	
  John
  C. Pintozzi

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
						



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually and as 

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/ Lawrence
  Palumbo, Jr.

  
	
   

  	
  Name:
  

  	
    Lawrence
  Palumbo, Jr.

  
	
   

  	
  Title:

  	
      Vice
  President

  
						



 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, 

  individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   /s/
  Casey Connelly

  
	
   

  	
  Name:
  

  	
    Casey
  Connelly

  
	
   

  	
  Title:

  	
      Associate

  
						



 

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  individually and as a 

  Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
    /s/ Chris
  Choi

  
	
   

  	
  Name:

  	
   Chris Choi

  
	
   

  	
  Title:

  	
      Vice
  President

  
						



 

















 


	
   

  	
  CITIBANK, N.A.,
  individually and as a Documentation 

  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/ Peter C. Bickford

  
	
   

  	
  Name:
  

  	
   Peter C. Bickford

  
	
   

  	
  Title:

  	
    Vice
  President

  
						



 

















 


	
   

  	
  LEHMAN BROTHERS BANK,
  FSB, individually and as a 

  Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Janine
  M. Shugan

  
	
   

  	
  Name:

  	
   Janine
  M. Shugan

  
	
   

  	
  Title:

  	
      Authorized
  Signatory

  
						



 

















 


	
   

  	
  MERRILL
  LYNCH BANK USA, individually and as a Co-

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Louis Alder

  
	
   

  	
  Name:

  	
   Louis
  Alder

  
	
   

  	
  Title:

  	
     
  First Vice President

  
					



 
















 


	
   

  	
  MORGAN
  STANLEY BANK, individually and as a

  
	
   

  	
  Co-Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth Hendricks

  
	
   

  	
  Name:

  	
  Elizabeth
  Hendricks

  
	
   

  	
  Title:

  	
     Authorized
  Signatory

  
					



 

















	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM
  STREET COMMITMENT CORPORATION, 

  individually and as a Co-Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Mark Walton

  
	
   

  	
  Name:

  	
   Mark Walton

  
	
   

  	
  Title:

  	
     Assistant Vice President

  
						



 

















 


	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  THE NORTHERN
  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Chris McKean

  
	
   

  	
  Name:

  	
   Chris
  McKean

  
	
   

  	
  Title:

  	
    
  Vice President

  
					



 

















 


	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ W.
  Bradley Hamilton

  
	
   

  	
  Name:

  	
    W.
  Bradley Hamilton

  
	
   

  	
  Title:

  	
      
  Director

  
					



 

















 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  S. Johnson

  
	
   

  	
  Name:

  	
  Jeffrey S. Johnson

  
	
   

  	
  Title:

  	
     Vice
  President

  
						



 

















 


	
   

  	
   WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Bendel

  
	
   

  	
  Name:

  	
   David Bendel

  
	
   

  	
  Title:

  	
    
   Vice President