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Exhibit 10.20
EXECUTION COUNTERPART
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of June 30, 2000, among METROPOLITAN
LIFE INSURANCE COMPANY (the "Company"), METLIFE FUNDING, INC. ("Funding" and
together with the Company, the "Borrowers"); each of the banks and 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").
The Borrowers, the Lenders and the Administrative Agent are
party to a Five-Year Credit Agreement dated as of April 27, 1998 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"), providing, subject to the terms and conditions thereof, for the
making of loans by the Lenders to the Borrowers in an aggregate principal amount
up to $1,000,000,000 (as the same may be increased pursuant to Section 2.18
thereof).
The Borrowers, the Lenders and the Administrative Agent wish
to amend the Credit Agreement in certain respects, and accordingly, the parties
hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 3 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
2.02. Definitions. Section 1.01 of the 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.
"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
Amendment No. 2
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"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
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 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 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 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.".
Section 3. Conditions Precedent. The amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon the execution and delivery of this Amendment No. 2 by the
Borrowers, the Required Lenders and the Administrative Agent.
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and delivered as of the day and year first
above written.
METROPOLITAN LIFE INSURANCE COMPANY
By:
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Name:
Title:
METLIFE FUNDING, INC.
By:
------------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
By:
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Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
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Name:
Title:
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
Amendment Xx. 0
0
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XXXXXXXX, N.A.
By:
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Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
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Name:
Title:
BANK ONE, N.A. (formerly known as
The First National Bank of Chicago)
By:
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Name:
Title:
FIRST UNION NATIONAL BANK
By:
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Name:
Title:
FLEET NATIONAL BANK
By:
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Name:
Title:
MELLON BANK, N.A.
By:
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Name:
Title:
Amendment Xx. 0
0
-0-
XXXXX XXXXXXXXX XXXXXXX HISPANO
By:
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Name:
Title:
By:
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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:
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Name:
Title:
DEUTSCHE BANK, AG NEW YORK and/or
CAYMAN ISLANDS BRANCHES
By:
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Name:
Title:
By:
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Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
------------------------------------------------
Name:
Title:
Amendment Xx. 0
0
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XXXXXXXX
Xx:
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Name:
Title:
By:
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Name:
Title:
WACHOVIA BANK
By:
------------------------------------------------
Name:
Title:
BARCLAYS BANK
By:
------------------------------------------------
Name:
Title:
KEY BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
NORTHERN TRUST COMPANY
By:
------------------------------------------------
Name:
Title:
Amendment Xx. 0
0
-0-
XXXXXXXX XXXXXXXX SAN PAOLO DI
TORINO-ISTITUTO MOBILIARE ITALIANO SPA
By:
------------------------------------------------
Name:
Title:
By:
------------------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
------------------------------------------------
Name:
Title:
BANK OF MONTREAL
By:
------------------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
------------------------------------------------
Name:
Title:
By:
------------------------------------------------
Name:
Title:
Amendment Xx. 0
0
-0-
XXX XXXXXX BANK AKTIESELSKAB
CAYMAN ISLANDS BRANCH
By:
------------------------------------------------
Name:
Title:
By:
------------------------------------------------
Name:
Title:
PNC BANK NATIONAL ASSOCIATION
By:
------------------------------------------------
Name:
Title:
Amendment No. 2
