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