EX-10.25 6 y94438exv10w25.txt FIRST AMENDMENT TO THE THREE-YEAR CREDIT AGREEMENT EXHIBIT 10.25 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 19, 2003 (this "Amendment"), amends the Credit Agreement, dated as of April 23, 2002 (the "Credit Agreement"), among METLIFE, INC., METROPOLITAN LIFE INSURANCE COMPANY and METLIFE FUNDING, INC., as borrowers, certain Lenders party hereto (the "Lenders"), BANK ONE, NA, CITIBANK N.A., JP MORGAN CHASE BANK AND WACHOVIA BANK, N.A., as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the parties hereto have entered into the Credit Agreement, which provides for the Lenders to extend certain credit facilities to the Borrowers from time to time; and WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as hereinafter set forth; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: SECTION 1. AMENDMENT. Effective as of the date hereof, 1.1 Definition. The definition of "L/C Commitment" in Section 1.1 of the Credit Agreement is hereby amended to state in its entirety as follows: "L/C Commitment" means the commitment of each Lender to severally Issue Letters of Credit from time to time under Article III, in an amount not to exceed at any time outstanding the amount set forth on Schedule 2.1, as reduced pursuant to Section 2.7 or changed by one or more assignments under Section 10.4. The combined L/C Commitments on the date of the First Amendment hereto are $500,000,000." 1.2 Schedule 2.1. Schedule 2.1 of the Credit Agreement is hereby amended to state in its entirety as set forth in Schedule 2.1 hereto. SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective when the Administrative Agent shall have received all of the following documents duly executed, dated the date hereof or such other date as shall be acceptable to the Administrative Agent, and in form and substance satisfactory to the Administrative Agent: (a) Amendment. This Amendment, duly executed by the Borrowers, the Issuing Lender, the Administrative Agent and the Required Lenders. (b) Secretary's Certificate. A certificate of the secretary or an assistant secretary of each Borrower, as to (i) resolutions of the Board of Directors of such Borrower then in full force and effect authorizing the execution, delivery and performance of this Amendment and each other document described herein, and (ii) the incumbency and signatures of those officers of such Borrower authorized to act with respect to this Amendment and each other document described herein. SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrowers hereby represent and warrant to the Administrative Agent and each Lender as follows: 3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrowers of this Amendment are within the Borrowers corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the Borrowers' charters, by-laws or other organizational documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrowers; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrowers' properties. 3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrowers of this Amendment. 3.3 Validity, etc. This Amendment constitutes the legal, valid and binding obligation of the Borrowers 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. SECTION 4. MISCELLANEOUS. 4.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Amendment in accordance with its terms, all references to the Credit Agreement in the Loan Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended hereby. 4.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all expenses of the Administrative Agent (including the fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment. 2 4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction. 4.4 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 4.5 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 4.7 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. METLIFE, INC. /s/ Anthony J. Williamson ------------------------------------------ By: Anthony J. Williamson Title: Senior Vice President and Treasurer METROPOLITAN LIFE INSURANCE COMPANY /s/ Anthony J. Williamson ------------------------------------------ By: Anthony J. Williamson Title: Senior Vice President and Treasurer METLIFE FUNDING, INC. /s/ Anthony J. Williamson ------------------------------------------ By: Anthony J. Williamson Title: Chairman, President and Chief Executive Officer S-1 BANK OF AMERICA, N.A., individually and as Administrative Agent, By: /s/ Leslie Nannen -------------------------------------- Title: Vice President S-2 BANK ONE, NA By: /s/ Gretchen Roetzer --------------------------- Title: Director S-3 CITIBANK, N.A. By: /s/ David A. Dodge --------------------------- Title: Managing Director S-4 JPMORGAN CHASE BANK /s/ Heather Lindstrom ------------------------------ By: Heather Lindstrom Title: Vice President S-5 WACHOVIA BANK, NATIONAL ASSOCIATION /s/ Kimberly Shaffer ----------------------------- By: Kimberly Shaffer Title: Director S-6 THE NORTHERN TRUST COMPANY /s/ Eric Dybing ------------------------------------ By: Eric Dybing Title: Second Vice President The Northern Trust Company S-7 DEUTSCHE BANK AG, NEW YORK BRANCH By: Title: By: Title: S-8 ROYAL BANK OF CANADA /s/ A. Birr ----------------------------- By: Alexander Birr Title: Authorized Signatory S-9 CREDIT SUISSE FIRST BOSTON Acting through its Cayman Islands Branch /s/ Jay Chall ------------------------------- By: Jay Chall Title: Director /s/ Cassandra Droogan ------------------------------- By: Cassandra Droogan Title: Associate S-10 U.S. BANK NATIONAL ASSOCIATION By: Title: S-11 FLEET NATIONAL BANK /s/ Marcio Chapina ------------------------------ By: Marcio Chapina Title: Vice President S-12 MELLON BANK, N.A. /s/ Carrie Burnham ------------------------------- By: Carrie Burnham Title: Assistant Vice President S-13 BNP PARIBAS /s/ Laurent Vanderzyppe ---------------------------- By: Laurent Vanderzyppe Title: Director /s/ Phil Truesdale ---------------------------- By: Phil Truesdale Title: Director S-14 PNC BANK, NATIONAL ASSOCIATION /s/ Kirk Seagers ------------------------------- By: Kirk Seagers Title: Vice President & Director S-15 STATE STREET BANK AND TRUST COMPANY By: /s/ Illegible Title: Vice President S-16 LEHMAN COMMERCIAL PAPER, INC. /s/ Jane E. Gillard -------------------------------- By: Jane E. Gillard Title: Authorized Signatory S-17 Schedule 2.1 COMMITMENTS AND L/C COMMITMENTS
Lender Commitment L/C Commitment ----------------------------------- --------------- -------------- Bank of America, N.A. $ 110,000,000 $ 44,000000 Bank One, NA $ 97,500,000 $ 39,000,000 Citibank, N.A. $ 97,500,000 $ 39,000,000 JPMorgan Chase Bank $ 97,500,000 $ 39,000,000 Wachovia Bank, NA $ 97,500,000 $ 39,000,000 BNP Paribas $ 85,000,000 $ 34,000,000 Credit Suisse First Boston $ 85,000,000 $ 34,000,000 Deutsche Bank AG, New York Branch $ 85,000,000 $ 34,000,000 Lehman Commercial Paper, Inc. $ 85,000,000 $ 34,000,000 Fleet National Bank $ 70,000,000 $ 28,000,000 Mellon Bank, N.A. $ 70,000,000 $ 28,000,000 The Northern Trust Company $ 70,000,000 $ 28,000,000 State Street Bank and Trust Company $ 50,000,000 $ 20,000,000 U.S. Bank National Association $ 50,000,000 $ 20,000,000 Royal Bank of Canada $ 50,000,000 $ 20,000,000 PNC Bank, NA $ 50,000,000 $ 20,000,000 COMMITMENTS $ 1,250,000,000 $ 500,000,000
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