EX-10.31 16 0016.txt AUGMENTING AGREEMENT EXHIBIT 10.31 AUGMENTING AGREEMENT This Augmenting Agreement dated as of November 6, 2000 (the "Agreement"), among Unum Provident Corporation, (the "Company"), Bank of America, N.A., as Administrative Agent (in such capacity, the "Agent") and The Royal Bank of Canada (the "Augmenting Bank"). WHEREAS, the Company, certain banks and the Agent are parties to that certain Five-Year Credit Agreement dated as of October 31, 2000, a fully executed copy of which is attached hereto as Annex A (the "Credit Agreement"); WHEREAS, pursuant to the terms of the Credit Agreement, the Commitments may be increased; WHEREAS, the Augmenting Bank has agreed to become a Bank, party to the Credit Agreement, pursuant to the terms of Section 2.14 of the Credit Agreement. NOW THEREFORE, the parties hereto agree as follows: 1. Reference is made to the Credit Agreement. All capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement, unless otherwise defined herein or the context otherwise required. 2. The Augmenting Bank is hereby designated as a "Bank" under the Credit Agreement with a Commitment of $10,000,000. The Augmenting Bank agrees to be bound by the terms and conditions of the Credit Agreement. 3. Schedule 2.1 of the Credit Agreement is hereby amended to state as set forth in Schedule 2.1 to this Agreement. 4. Schedule 10.2 of the Credit Agreement is hereby amended to include the provisions set forth in Schedule 10.2 to this Agreement. 5. This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one in the same instrument. 6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly executed by their proper and duly authorized officers as of the date and year first written above. UNUMPROVIDENT CORPORATION By: ----------------------------------- Title: ----------------------------------- ROYAL BANK OF CANADA By: ----------------------------------- Title: ----------------------------------- BANK OF AMERICA, N.A. As Administrative Agent By: ----------------------------------- Title: ----------------------------------- SCHEDULE 2.1 FIVE-YEAR CREDIT AGREEMENT COMMITMENTS AND PRO RATA SHARES Pro Rata Bank Commitment Share ---- ---------------------------------- BANK OF AMERICA, N.A. $62,500,000 13.2275132% CITICORP USA, Inc. $62,500,000 13.2275132% WACHOVIA BANK, N.A. $62,500,000 13.2275132% FLEET NATIONAL BANK, N.A. $50,000,000 10.5820105% BANK ONE, NA $37,500,000 7.9365079% THE CHASE MANHATTAN BANK $37,500,000 7.9365079% MORGAN GUARANTY TRUST COMPANY OF NEW YORK $37,500,000 7.9365079% AMSOUTH BANK $25,000,000 5.2910053% BANK OF TOKYO - MITSUBISHI TRUST COMPANY $25,000,000 5.2910053% THE DAI-ICHI KANGYO BANK, LTD $25,000,000 5.2910053% LLOYDS TBS BANK PLC $25,000,000 5.2910053% STATE STREET BANK AND TRUST COMPANY $12,500,000 2.6455026% ROYAL BANK OF CANADA $10,000,000 2.1164021% TOTAL $472,500,000 100% SCHEDULE 10.2 ROYAL BANK OF CANADA as a Bank Domestic and Offshore Lending Office: Grand Cayman (North America No. 1) Branch c/o New York Branch 1 Liberty Plaza - 3rd Floor New York, New York 10006-1404 Royal Bank of Canada Grand Cayman (North America No. 1) Branch c/o New York Branch One Liberty Plaza, 3rd Floor New York, New York 10006-1404 Attention: Manager, Loans Administration Telephone No.: (212) 428-6322 Facsimile No.: (212) 428-2372 with a copy to: Royal Bank of Canada One Liberty Plaza, 3rd Floor New York, New York 10006-1404 Attention: A. Birr Telephone No.: (212) 428-6404 Facsimile No.: (212) 428-6201