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Exhibit 10.22
EXECUTION COUNTERPART
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SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
April 25, 2000
among
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent and Co-Arranger
CITIBANK, N.A.
THE BANK OF NEW YORK,
as Documentation Agents
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
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$1,000,000,000
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CHASE SECURITIES INC.,
as Advisor, Lead Arranger and Book Manager
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SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as
of April 25, 2000 (the "Restatement Date") among:
METROPOLITAN LIFE INSURANCE COMPANY (the "Company");
METLIFE FUNDING, INC. ("Funding") and together with the
Company, the "Borrowers");
each of the banks and other financial institutions that is a
signatory hereto (individually, a "Lender" and, collectively, the
"Lenders"); and
THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, certain of the Lenders and the
Administrative Agent are party to an Amended and Restated 364-Day Credit
Agreement dated as of April 26, 1999 (the "Existing Credit Agreement") providing
for the making of loans by the Lenders party thereto to the Borrowers in an
aggregate principal amount up to $1,000,000,000 (as the same may be increased
pursuant to Section 2.19 thereof);
WHEREAS, the parties hereto desire to amend in certain
respects and restate in its entirety the Existing Credit Agreement;
NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth in Section 2 hereof and to restate the Existing
Credit Agreement to read in its entirety as set forth in the Existing Credit
Agreement (which Existing Credit Agreement is incorporated herein by this
reference), as amended by the amendments set forth in Section 2 hereof:
Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Existing Credit
Agreement.
Section 2. Amendments. Subject to the satisfaction of the
conditions specified in Section 4 hereof, but with effect on and after the
Restatement Date, the Existing Credit Agreement shall be amended as follows:
2.01. General. Each reference to the "Credit
Agreement" and words of similar import in the Existing Credit
Agreement, as amended and restated hereby shall be a reference to the
Existing Credit Agreement as amended and restated hereby and as the
Second Amended and Restated 364-Day Credit Agreement
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same may be further amended, supplemented and otherwise modified and in
effect from time to time.
2.02. Definitions.
(a) Section 1.01 of the Existing Credit Agreement
shall be amended by amending and restating the following definition as
follows:
"Maturity Date" means April 24, 2001, as such date
may be extended pursuant to Section 2.18 hereof.
(b) Section 1.01 of the Existing Credit Agreement
shall be amended by adding the following definitions:
"Adjusted Statutory Surplus" means, at any time, the
sum of (i) Statutory Surplus (calculated in accordance with
the NAIC Statements, page 3, column 1, line 38) plus (ii)
Asset Valuation Reserve (calculated in accordance with the
NAIC Statements, page 3, column 1, line 24.1).
"MetLife" means MetLife, Inc., a Delaware
corporation.
"Second Restatement Effective Date" means the date
upon which the conditions specified in Section 4 of this
Second Amended and Restated 364-Day Credit Agreement shall
have been satisfied.
"Structured Transaction Liens" means Liens granted by
the Company to (A) a 99%-owned Subsidiary (the "Relevant
Subsidiary") in connection with a structured private
investment transaction entered into in September 1999 (the
"Structured Transaction") where (i) in connection with such
transaction, such Liens are assigned to a special purpose
Subsidiary of the Company (the "SPV") in which the Company is
the holder of all outstanding obligations (other than ordinary
course administrative expenses and common equity interests)
and (ii) the assets covered by such Liens consist solely of
the rights of the Company against the SPV; and (B) the SPV in
connection with the Structured Transaction which are
subordinated to, and exercisable only after, the Liens
described in the preceding clause (A) and which cover only the
assets covered by the Liens described in said clause (A).
2.03. Amendment of Section 5.01(a). Section 5.01(a)
of the Existing Credit Agreement shall be amended to read in its
entirety as follows:
" (a) (i) as soon as available, but not later than
120 days after the end of each fiscal year of MetLife, copies of
MetLife's annual report on Form 10-K as filed with the SEC for such
fiscal year; and (ii) as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal
year of MetLife, copies of MetLife's quarterly report on Form 10-Q as
filed with the SEC for such fiscal quarter, in
Second Amended and Restated 364-Day Credit Agreement
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each case certified by an appropriate Financial Officer as being the
complete and correct copies of the statements on such forms furnished
by MetLife to the SEC;".
2.04. Amendment of Section 6.01. Section 6.01 of the
Existing Credit Agreement shall be amended by re-lettering clauses (g),
(h), (i), (j) and (k) as clauses (h), (i), (j), (k) and (l)
respectively, and adding the following new clause (g) immediately
following clause (f):
"(g) Structured Transaction Liens;".
2.05. Amendment of Section 6.04. Section 6.04 of
the Existing Credit Agreement shall be amended to read in its entirety
as follows:
"Section 6.04 Adjusted Statutory Surplus. The Company
will maintain Adjusted Statutory Surplus, calculated as of the
last day of each fiscal quarter of the Company, of not less
than $7,500,000,000.".
2.06. Schedules and Exhibits. Schedule 2.01 to the
Existing Credit Agreement shall be amended to read in its entirety as
set forth in Schedule 2.01 attached hereto. Schedule 3.06 to the
Existing Credit Agreement shall be amended to read in its entirety as
set forth in Schedule 3.06 attached hereto.
Section 3. Representations and Warranties. The Company
represents and warrants to the Lenders that:
(a) the execution, delivery and performance of this
Second Amended and Restated 364-Day Credit Agreement, the borrowing of
Loans and the use of the proceeds thereof are within each Borrower's
corporate powers and have been duly authorized by all necessary
corporate action. This Second Amended and Restated 364-Day Credit
Agreement has been duly and validly executed and delivered by each
Borrower and constitutes a legal, valid and binding obligation of each
Borrower, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding
in equity or at law.
(b) (i) the representations and warranties made in
Article III of the Existing Credit Agreement shall be true and correct
on and as of the Second Restatement Effective Date, (ii) at the time of
and immediately after the Second Restatement Effective Date, no Default
shall have occurred and be continuing, and (iii) since December 31,
1999, there has been no material adverse change in the business,
property, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole from that set forth in
the respective financial statements referred to in Section 3.04(a) of
the Existing Credit Agreement.
Section 4. Conditions. The amendment and restatement of the
Existing Credit Agreement contemplated hereby shall become effective, as of the
Restatement Date, upon the
Second Amended and Restated 364-Day Credit Agreement
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satisfaction of each of the following conditions to effectiveness (including,
without limitation, that each document to be received by the Administrative
Agent shall be in form and substance satisfactory to the Administrative Agent):
4.01 Execution. The Administrative Agent (or its counsel)
shall have received from each party hereto either (i) a counterpart of
this Second Amended and Restated 364-Day Credit Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a
signed signature page of this Second Amended and Restated 364-Day
Credit Agreement) that such party has signed a counterpart of this
Second Amended and Restated 364-Day Credit Agreement.
4.02 Fees and Expenses. The Administrative Agent and Chase
Securities Inc., in its capacity as lead arranger, shall have received
all fees and other amounts due and payable on or prior to the Second
Restatement Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrowers hereunder.
4.03 Restatement Effective Date. The Second Restatement
Effective Date shall have occurred on or prior to April 25, 2000.
The Administrative Agent shall notify the Borrower and the Lenders of the
occurrence of the Second Restatement Effective Date, and such notice shall be
conclusive and binding.
Section 5. Counterparts. This Second Amended and Restated
364-Day Credit Agreement may be executed in any number of counterparts, each of
which shall be identical and all of which, when taken together, shall constitute
one and the same instrument, and any of the parties hereto may execute this
Second Amended and Restated 364-Day Credit Agreement by signing any such
counterpart.
Section 6. Miscellaneous. Except as herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and effect.
This Second Amended and Restated 364-Day Credit Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. This Second Amended and Restated 364-Day Credit Agreement shall be
governed by, and construed in accordance with, the law of the State of New York.
Second Amended and Restated 364-Day Credit Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amended and Restated 364-Day Credit Agreement to be duly executed as of the day
and year first above written.
METROPOLITAN LIFE INSURANCE COMPANY
By:
----------------------------------------
Name:
Title:
METLIFE FUNDING, INC.
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
By:
----------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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XXX XXXX XX XXX XXXX
By:
----------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
----------------------------------------
Name:
Title:
BANK ONE, NA (formerly known as The First
National Bank of Chicago)
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
----------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
----------------------------------------
Name:
Title:
MELLON BANK, N.A.
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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BANCO SANTANDER
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., f/k/a
Bank of America National Trust and
Savings Association, successor by merger
to Bank of America, N.A., f/k/a
NationsBank, N.A., successor by merger
to NationsBank of Texas, N.A.
By:
----------------------------------------
Name:
Title:
DEUTSCHE BANK, AG NEW YORK and/or
CAYMAN ISLANDS BRANCHES
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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SUNTRUST BANK
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
WACHOVIA BANK
By:
----------------------------------------
Name:
Title:
BARCLAYS BANK
By:
----------------------------------------
Name:
Title:
NORTHERN TRUST COMPANY
By:
----------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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BANK OF MONTREAL
By:
----------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
DEN DANSKE BANK AKTIESELSKAB
CAYMAN ISLANDS BRANCH
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
PNC BANK NATIONAL ASSOCIATION
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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ROYAL BANK OF CANADA
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
FIRSTAR BANK
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
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SCHEDULE 2.01
METROPOLITAN LIFE INSURANCE COMPANY/METLIFE FUNDING, INC.
LENDER COMMITMENT
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The Chase Manhattan Bank 67,500,000
Credit Suisse First Boston 67,500,000
The Bank of New York 67,500,000
Citibank, N.A. 67,500,000
Bank One, NA (formerly known as The First 50,000,000
National Bank of Chicago)
First Union National Bank 50,000,000
Fleet National Bank 50,000,000
Mellon Bank, N.A. 50,000,000
Bank of America, N.A. 50,000,000
Deutsche Bank 50,000,000
Banco Santander 40,000,000
State Street Bank and Trust Company 40,000,000
SunTrust Bank 40,000,000
Wachovia Bank 40,000,000
Barclays Bank 40,000,000
Northern Trust Company 40,000,000
Royal Bank of Canada 40,000,000
U.S. Bank National Association 25,000,000
Bank of Montreal 25,000,000
Banque Nationale de Paris 25,000,000
Den Danske Bank 25,000,000
PNC Bank National Association 25,000,000
Firstar Bank 25,000,000
TOTAL COMMITMENTS: $1,000,000,000
Schedule 2.01 to
Second Amended and Restated 364-Day Credit Agreement
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SCHEDULE 3.06
DISCLOSED MATTERS
[See Section 3.06]
Schedule 3.06 to
Second Amended and Restated 364-Day Credit Agreement
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