Third Amendment to $1,000,000,000 Credit Agreement among John Hancock Financial Services, Inc., John Hancock Life Insurance Company, and Lender Banks

Summary

This amendment updates a $1 billion credit agreement originally signed in 2000 between John Hancock Financial Services, Inc., John Hancock Life Insurance Company, and a group of banks. The amendment renews the 364-day revolving credit facility for another year, reallocates commitments among the participating banks, and releases certain banks from their obligations under the 364-day facility. The changes become effective once all required parties sign and certain conditions are met, such as the return and cancellation of notes from exiting banks.

EX-10.1 3 ex10-1.txt Exhibit 10.1 THIRD AMENDMENT dated as of July 25, 2003 to $1,000,000,000 CREDIT AGREEMENT dated as of August 3, 2000, as amended, among John Hancock Financial Services, Inc. John Hancock Life Insurance Company, The Banks Listed Herein, Fleet National Bank, as Co-Administrative Agent, JPMorgan Chase Bank, as Co-Administrative Agent, Citicorp USA, Inc., as Syndication Agent, The Bank of New York, as Documentation Agent (364-Day Revolver), and Wachovia Bank, National Association, as Documentation Agent (364-Day Revolver) Fleet Securities, Inc., and J.P. Morgan Securities Inc. as Joint Bookrunners and Joint Lead Arrangers THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment") dated as of July 25, 2003, among JOHN HANCOCK FINANCIAL SERVICES, INC. ("JHFS"), JOHN HANCOCK LIFE INSURANCE COMPANY ("JHLIC" and, collectively with JHFS, the "Borrowers"), the BANKS listed on the signature pages hereof, FLEET NATIONAL BANK, as Co-Administrative Agent, and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Co-Administrative Agent. WHEREAS, the Borrowers, John Hancock Capital Corporation ("JHCC"), the Banks, and the Agent entered into to a Credit Agreement dated as of August 3, 2000 ("Original Credit Agreement") pursuant to which the Banks agreed, on the terms and conditions stated therein, to extend credit to the Borrowers and JHCC pursuant to a 364-Day Revolving Credit Facility ("364-Day Revolver") and a Multi-Year Revolving Credit Facility ("Multi-Year Revolver"); WHEREAS, the Borrowers, the Banks, and the Agent entered into a First Amendment to Credit Agreement dated as of July 27, 2001 ("First Amendment") pursuant to which the parties made certain amendments to the Original Credit Agreement (as so amended, the "First Amended Credit Agreement") so as, among other things, (i) to acknowledge the termination of JHCC as a Borrower thereunder, (ii) to renew the 364-Day Revolver for an additional 364-day period commencing on the date of the First Amendment, (iii) to reallocate the 364-Day Commitment of BankOne, NA (Main Office Chicago), (iv) to clarify the Borrowers' reporting obligations concerning their financial covenants, and (v) to eliminate commercial paper ratings as a basis for determining pricing with respect to the 364-Day Revolver; WHEREAS, the Borrowers, the Banks, and the Agent entered into a Second Amendment to Credit Agreement dated as of July 26, 2002 ("Second Amendment") pursuant to which the parties made certain further amendments to the First Amended Credit Agreement (as so amended, the "Second Amended Credit Agreement") so as, among other things, (i) to renew the 364-Day Revolver for an additional 364-day period commencing on the date of the Second Amendment, (ii) to amend the pricing for the 364-Day Revolver to include a premium of 15 basis points in the event the Borrowers exercise the one-year term-out option thereunder, (iii) to eliminate the Adjusted Statutory Surplus covenant and JHLIC's reporting obligations with respect thereto and to amend the remaining financial covenants applicable to both the 364-Day Revolver and the Multi-Year Revolver, (iv) to amend the conditions for optional increases in the aggregate Commitments under the 364-Day Revolver or the Multi-Year Revolver, and (v) to reallocate the 364-Day Commitments of Lehman Commercial Paper, Inc., The Northern Trust Company, and Westdeutsche Landesbank Gerozentrale, New York Branch; WHEREAS, the Borrowers have requested that the Banks make certain further amendments to the Second Amended Credit Agreement so as, among other things, (i) to renew the 364-Day Revolver for an additional 364-day period commencing on the date of the Third Amendment, and (ii) to reallocate the 364-Day Commitments of Comerica Bank and Credit Suisse First Boston (each an "Exiting Bank" and, collectively, the "Exiting Banks"); and WHEREAS, the Banks are willing to make such amendments on the terms and conditions set forth in this Third Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms used but not defined herein shall have the same meanings herein as such terms have in the Second Amended Credit Agreement. 2. Amendments to Second Amended Credit Agreement. Upon the terms and subject to the conditions of this Third Amendment, the Second Amended Credit Agreement is hereby amended in each of the following respects: (a) The definition of "Expiration" in Section 1.01 of the Second Amended Credit Agreement is amended to read in its entirety as follows: ""Expiration" means, with respect to the 364-Day Revolver, (i) July 23, 2004, which is the 364th day after the Third Amendment Effective Date, or (ii) if extended in accordance with Section 2.06(b), the 364th day after the immediately preceding Expiration." (b) The definition of "364-Day Termination Date" in Section 1.01 of the Second Amended Credit Agreement is amended to read in its entirety as follows: ""364-Day Termination Date" means (i) July 23, 2004, which is the 364th day after the Third Amendment Effective Date, or (ii) if the maturity of the 364-Day Revolver shall have been extended pursuant to Section 2.06(b) hereof, the 364th day after the immediately preceding Expiration." (c) Section 1.01 of the Second Amended Credit Agreement is amended by inserting the following new definitions: ""Third Amendment" means the Third Amendment to Credit Agreement dated as of July 25, 2003." ""Third Amendment Effective Date" means July 25, 2003, which is the date on which the Third Amendment becomes effective in accordance with Section 5 thereof." 3. Amendments to 364-Day Revolver Notes. Each of the 364-Day Revolver Notes (other than the Exiting Bank Notes (as defined below)) is amended by changing the date at the top of such note to the date of the Third Amendment Effective Date. 4. Amendments to 364-Day Commitments. The 364-Day Commitment of each Exiting Bank under the 364-Day Revolver is hereby terminated as of the Third Amendment Effective Date, and each Exiting Bank is hereby released from its obligations under the Second Amended Credit Agreement with respect to the 364-Day Revolver (but not with respect to the Multi-Year Revolver) as of the Third Amendment Effective Date. From and after the Third Amendment Effective Date, the 364-Day Commitments shall be allocated among the Banks as reflected on the signature pages hereof under the heading "364-Day Commitments." 5. Conditions Precedent. The amendments and agreements set forth in Sections 2, 3, and 4 above shall become effective only upon the satisfaction of the following conditions: (a) receipt by the Agent of counterparts hereof signed by each of the parties hereto that is allocated a 364-Day Commitment (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile, or other written confirmation from such party of the execution and delivery of a counterpart hereof by such party); (b) receipt by the Agent of each Exiting Bank's 364-Day Revolver Notes (the "Exiting Bank Notes") for cancellation, and receipt by the Borrowers of the Exiting Bank Notes marked "Canceled" by the Agent; provided, that if any Exiting Bank shall be unable to produce one or more of its original Notes for cancellation, such Exiting Bank shall have delivered, and the Agent and Borrowers shall have received, an affidavit of an officer of such Exiting Bank as to the loss, theft, destruction or mutilation of such Note(s) and certifying that such Note(s) are satisfied in full and are to be canceled by the Agent, and such Exiting Bank's unsecured agreement of indemnity concerning any claim under such canceled Note(s); (c) the fact that all amounts payable by the Borrowers on or before the Third Amendment Effective Date (including the fees then payable, if any, pursuant to Section 2.08 of the Second Amended Credit Agreement) shall have been paid in full; (d) receipt by the Agent of an opinion of Alan R. Seghezzi, Vice President and Counsel of JHLIC, addressed to the Agent and the Banks, in form and substance satisfactory to the Agent; (e) receipt by the Agent of an opinion of Goulston & Storrs, P.C., special counsel for the Agent, addressed to the Agent and the Banks, in form and substance satisfactory to the Agent; and (f) receipt by the Agent of all documents it may reasonably request relating to the existence of each Borrower, the corporate authority for and the validity of this Third Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided that this Third Amendment shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 25, 2003. At the closing, the Agent or its counsel shall deliver a notice to the Borrowers and the Banks advising them of the Third Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto. 6. Representations and Warranties. Each Borrower severally represents and warrants, but only with respect to itself, that: (a) Representations in Second Amended Credit Agreement. Each of the representations and warranties made by such Borrower in the Second Amended Credit Agreement is true, correct and complete on and as of the date hereof with the same full force and effect as if each of such representations and warranties had been made by the Borrower on the date hereof and in this Third Amendment (except to the extent such representations and warranties expressly relate to an earlier date). (b) No Defaults or Events of Default. No Default or Event of Default exists on the date of this Third Amendment (after giving effect to all of the arrangements and transactions contemplated by this Third Amendment). (c) Binding Effect of Documents. This Third Amendment has been duly authorized, executed and delivered by such Borrower and is in full force and effect as of the date hereof, and the agreements and obligations of such Borrower contained herein constitute the legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with its terms. 7. Miscellaneous. This Third Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Third Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and provisions of the Second Amended Credit Agreement and the Notes shall remain unmodified, and the Second Amended Credit Agreement and the Notes, as amended and supplemented by this Third Amendment, are confirmed as being in full force and effect, and each Borrower hereby ratifies and confirms all of its agreements and obligations contained therein. This Third Amendment and the rights and obligations of each of the parties hereto shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of laws principles. This Third Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and assigns. [Signatures begin on next page] IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written. JOHN HANCOCK FINANCIAL SERVICES, INC. JOHN HANCOCK LIFE INSURANCE COMPANY By: By: ------------------------------- ------------------------------ Title: Vice President and Treasurer Title: Vice President and Treasurer ---------------------------- ---------------------------- By: By: ------------------------------- ------------------------------ Title: Assistant Treasurer Title: Assistant Treasurer ---------------------------- ---------------------------- 200 Clarendon Street, T-58 200 Clarendon Street, T-58 Boston, Massachusetts 02117 Boston, Massachusetts 02117 Attention: Treasurer Attention: Treasurer Fax: (617) 572-0411 Fax: (617) 572-0411 Telex number: 62021772 Telex number: 62021772 with a copy to: with a copy to: John Hancock Financial Services, Inc. John Hancock Financial Services, Inc. 200 Clarendon Street 200 Clarendon Street Boston, Massachusetts 02117 Boston, Massachusetts 02117 Attention: Investment Law Attention: Investment Law Fax: (617) 572-9269 Fax: (617) 572-9269 364-Day Commitments - ----------- $31,000,000 FLEET NATIONAL BANK ("Co-Administrative Agent") By:______________________________ Title: __________________________ $31,000,000 JPMORGAN CHASE BANK ("Co-Administrative Agent") By:______________________________ Title: __________________________ $31,000,000 CITICORP USA, INC. ("Syndication Agent") By:______________________________ Title: __________________________ $31,000,000 THE BANK OF NEW YORK ("Documentation Agent" - 364-Day) By:______________________________ Title: __________________________ $31,000,000 WACHOVIA BANK, NATIONAL ASSOCIATION ("Documentation Agent" - 364-Day) By:______________________________ Title: __________________________ $27,000,000 THE BANK OF NOVA SCOTIA By:______________________________ Title: __________________________ 364-Day Commitments - ----------- $27,000,000 ROYAL BANK OF CANADA By:______________________________ Title: __________________________ $27,000,000 STATE STREET BANK AND TRUST COMPANY By:______________________________ Title: __________________________ $24,000,000 ABN AMRO BANK N.V. By:______________________________ Title: __________________________ By:______________________________ Title: __________________________ $24,000,000 BANK OF AMERICA, N.A. By:______________________________ Title: __________________________ $24,000,000 BANK ONE, NA By:______________________________ Title: __________________________ $24,000,000 BARCLAYS BANK PLC By:______________________________ Title: __________________________ 364-Day Commitments - ----------- $24,000,000 BNP PARIBAS By:______________________________ Title: __________________________ By:______________________________ Title: __________________________ $24,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH By:______________________________ Title: __________________________ By:______________________________ Title: __________________________ $24,000,000 HSBC BANK USA By:______________________________ Title: __________________________ $24,000,000 LEHMAN BROTHERS BANK, FSB By:______________________________ Title: __________________________ $24,000,000 MORGAN STANLEY BANK By:______________________________ Title: __________________________ 364-Day Commitments - ----------- $24,000,000 PNC BANK, NATIONAL ASSOCIATION By:______________________________ Title: __________________________ $24,000,000 SOVEREIGN BANK FSB By:______________________________ Title: __________________________ - ---------------- Total 364-Day Commitments $500,000,000 FLEET NATIONAL BANK, as Agent By:______________________________ Title: Senior Associate, Financial Institutions Division 100 Federal Street Boston, Massachusetts 02110 Attention: Esteban V. Koosau Fax: (617) 434-1096 JPMORGAN CHASE BANK, as Agent By:______________________________ Title: Vice President 270 Park Avenue, 15th Floor New York, New York 10017 Attention: Heather Lindstrom Fax: (212) 270-0412