EX-10.33



 





Exhibit 10.33




 

 








Published CUSIP Number: 59157FAC7




AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT




Dated as of August 15, 2006




among




METLIFE, INC.

AND

METLIFE FUNDING, INC.,

as Borrowers,




BANK OF AMERICA, N.A.,

as Administrative Agent

and

L/C Issuer,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent




CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Co-Documentation Agents




and




The Other Lenders Party Hereto




BANC OF AMERICA SECURITIES LLC,

and

WACHOVIA CAPITAL MARKETS, LLC

as

Joint Lead Arrangers and Book Managers




 

 









 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	 	 	 	 	Page	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	 	 	 	 	 	 	1	 
	 	1.01	 	 	Defined Terms
	 	 	 	 	 	 	1	 
	 	1.02	 	 	Other Interpretive Provisions
	 	 	 	 	 	 	18	 
	 	1.03	 	 	Accounting Terms
	 	 	 	 	 	 	19	 
	 	1.04	 	 	Rounding
	 	 	 	 	 	 	19	 
	 	1.05	 	 	References to Agreements and Laws
	 	 	 	 	 	 	19	 
	 	1.06	 	 	Times of Day
	 	 	 	 	 	 	19	 
	 	1.07	 	 	Letter of Credit Amounts
	 	 	 	 	 	 	19	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	 	 	 	 	 	 	20	 
	 	2.01	 	 	Committed Loans
	 	 	 	 	 	 	20	 
	 	2.02	 	 	Borrowings, Conversions and Continuations of Committed Loans
	 	 	 	 	 	 	20	 
	 	2.03	 	 	Bid Loans
	 	 	 	 	 	 	21	 
	 	2.04	 	 	Letters of Credit
	 	 	 	 	 	 	24	 
	 	2.05	 	 	Prepayments
	 	 	 	 	 	 	32	 
	 	2.06	 	 	Termination or Reduction of Commitments
	 	 	 	 	 	 	33	 
	 	2.07	 	 	Repayment of Loans
	 	 	 	 	 	 	34	 
	 	2.08	 	 	Interest
	 	 	 	 	 	 	34	 
	 	2.09	 	 	Fees
	 	 	 	 	 	 	35	 
	 	2.10	 	 	Computation of Interest and Fees
	 	 	 	 	 	 	35	 
	 	2.11	 	 	Evidence of Debt
	 	 	 	 	 	 	36	 
	 	2.12	 	 	Payments Generally
	 	 	 	 	 	 	36	 
	 	2.13	 	 	Sharing of Payments
	 	 	 	 	 	 	38	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	 	 	 	 	38	 
	 	3.01	 	 	Taxes
	 	 	 	 	 	 	38	 
	 	3.02	 	 	Illegality
	 	 	 	 	 	 	41	 
	 	3.03	 	 	Inability to Determine Rates
	 	 	 	 	 	 	41	 
	 	3.04	 	 	Increased Cost and Reduced Return; Capital Adequacy
	 	 	 	 	 	 	42	 
	 	3.05	 	 	Compensation for Losses
	 	 	 	 	 	 	42	 
	 	3.06	 	 	Matters Applicable to all Requests for Compensation
	 	 	 	 	 	 	43	 
	 	3.07	 	 	Survival
	 	 	 	 	 	 	43	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES	 	 	 	 	 	 	43	 
	 	4.01	 	 	Organization; Powers
	 	 	 	 	 	 	43	 
	 	4.02	 	 	Authorization; Enforceability
	 	 	 	 	 	 	43	 
	 	4.03	 	 	Governmental Approvals; No Conflicts
	 	 	 	 	 	 	44	 
	 	4.04	 	 	Financial Condition; No Material Adverse Change
	 	 	 	 	 	 	44	 
	 	4.05	 	 	Properties
	 	 	 	 	 	 	44	 
	 	4.06	 	 	Litigation and Environmental Matters
	 	 	 	 	 	 	44	 
	 	4.07	 	 	Compliance with Laws and Agreements
	 	 	 	 	 	 	45	 
	 	4.08	 	 	Investment and Holding Company Status
	 	 	 	 	 	 	45	 
	 	4.09	 	 	Taxes
	 	 	 	 	 	 	45	 






Amended and Restated

Five-Year Credit Agreement





i









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.10	 	 	ERISA
	 	 	 	 	 	 	45	 
	 	4.11	 	 	Disclosure
	 	 	 	 	 	 	45	 
	 	4.12	 	 	Margin Stock
	 	 	 	 	 	 	45	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE V. CONDITIONS TO CREDIT EXTENSIONS	 	 	 	 	 	 	46	 
	 	5.01	 	 	Closing Date
	 	 	 	 	 	 	46	 
	 	5.02	 	 	Each Credit Event
	 	 	 	 	 	 	46	 
	 	5.03	 	 	Effectiveness of Amendment and Restatement
	 	 	 	 	 	 	46	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	 	 	 	 	 	 	47	 
	 	6.01	 	 	Financial Statements and Other Information
	 	 	 	 	 	 	47	 
	 	6.02	 	 	Notices of Defaults
	 	 	 	 	 	 	49	 
	 	6.03	 	 	Existence; Conduct of Business
	 	 	 	 	 	 	49	 
	 	6.04	 	 	Payment of Obligations
	 	 	 	 	 	 	49	 
	 	6.05	 	 	Maintenance of Properties; Insurance
	 	 	 	 	 	 	49	 
	 	6.06	 	 	Books and Records; Inspection Rights
	 	 	 	 	 	 	49	 
	 	6.07	 	 	Compliance with Laws
	 	 	 	 	 	 	49	 
	 	6.08	 	 	Use of Proceeds
	 	 	 	 	 	 	49	 
	 	6.09	 	 	Support Agreement
	 	 	 	 	 	 	50	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	 	 	 	 	 	 	50	 
	 	7.01	 	 	Liens
	 	 	 	 	 	 	50	 
	 	7.02	 	 	Fundamental Changes.
	 	 	 	 	 	 	51	 
	 	7.03	 	 	Transactions with Affiliates
	 	 	 	 	 	 	52	 
	 	7.04	 	 	Adjusted Statutory Surplus
	 	 	 	 	 	 	52	 
	 	7.05	 	 	Consolidated Net Worth
	 	 	 	 	 	 	52	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT	 	 	 	 	 	 	52	 
	 	8.01	 	 	Events of Default
	 	 	 	 	 	 	52	 
	 	8.02	 	 	Remedies Upon Event of Default
	 	 	 	 	 	 	54	 
	 	8.03	 	 	Application of Funds
	 	 	 	 	 	 	55	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	 	 	 	 	 	 	55	 
	 	9.01	 	 	Appointment and Authorization of Administrative Agent
	 	 	 	 	 	 	55	 
	 	9.02	 	 	Delegation of Duties
	 	 	 	 	 	 	56	 
	 	9.03	 	 	Liability of Administrative Agent
	 	 	 	 	 	 	56	 
	 	9.04	 	 	Reliance by Administrative Agent.
	 	 	 	 	 	 	56	 
	 	9.05	 	 	Notice of Default
	 	 	 	 	 	 	57	 
	 	9.06	 	 	Credit Decision; Disclosure of Information by Administrative Agent
	 	 	 	 	 	 	57	 
	 	9.07	 	 	Indemnification of Administrative Agent
	 	 	 	 	 	 	58	 
	 	9.08	 	 	Administrative Agent in its Individual Capacity
	 	 	 	 	 	 	58	 
	 	9.09	 	 	Successor Administrative Agent
	 	 	 	 	 	 	59	 
	 	9.10	 	 	Administrative Agent May File Proofs of Claim
	 	 	 	 	 	 	59	 
	 	9.11	 	 	Other Agents; Joint Lead Arrangers and Book Managers
	 	 	 	 	 	 	60	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	 	 	 	 	60	 
	 	10.01	 	 	Amendments, Etc
	 	 	 	 	 	 	60	 




Amended and Restated

Five-Year Credit Agreement




ii









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	10.02	 	 	Notices and Other Communications; Facsimile Copies
	 	 	 	 	 	 	61	 
	 	10.03	 	 	No Waiver; Cumulative Remedies
	 	 	 	 	 	 	63	 
	 	10.04	 	 	[Intentionally Omitted]
	 	 	 	 	 	 	63	 
	 	10.05	 	 	Costs, Expenses and Indemnification
	 	 	 	 	 	 	63	 
	 	10.06	 	 	Payments Set Aside
	 	 	 	 	 	 	64	 
	 	10.07	 	 	Successors and Assigns
	 	 	 	 	 	 	65	 
	 	10.08	 	 	Confidentiality
	 	 	 	 	 	 	68	 
	 	10.09	 	 	Set-off
	 	 	 	 	 	 	69	 
	 	10.10	 	 	Interest Rate Limitation
	 	 	 	 	 	 	69	 
	 	10.11	 	 	Counterparts
	 	 	 	 	 	 	70	 
	 	10.12	 	 	Integration
	 	 	 	 	 	 	70	 
	 	10.13	 	 	Survival of Representations and Warranties
	 	 	 	 	 	 	70	 
	 	10.14	 	 	Severability
	 	 	 	 	 	 	70	 
	 	10.15	 	 	Mitigation of Obligations; Replacement of Lenders
	 	 	 	 	 	 	71	 
	 	10.16	 	 	Governing Law
	 	 	 	 	 	 	71	 
	 	10.17	 	 	Waiver of Right to Trial by Jury
	 	 	 	 	 	 	72	 
	 	10.18	 	 	USA PATRIOT Act Notice
	 	 	 	 	 	 	72	 






Amended and Restated

Five-Year Credit Agreement





iii









 








	 	 	 	 	 
	SCHEDULES
	 	2.01	 	 	Commitments and Pro Rata Shares

	 	4.06	 	 	Disclosed Matters

	 	10.02	 	 	Administrative Agent’s Office, Certain Addresses for Notices

	 	10.07	 	 	Processing and Recordation Fees

	 	 	 	 	 

	EXHIBITS
	 	 	 	 	 

	 	 	 	 	Form of

	 	 	 	 	 

	 	A	 	 	Committed Loan Notice

	 	B-1	 	 	Bid Request

	 	B-2	 	 	Competitive Bid

	 	C	 	 	Note

	 	D	 	 	Assignment and Assumption







Amended and Restated

Five-Year Credit Agreement





iv









 








AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT




     This AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (“Agreement”) is entered into as
of August 15, 2006, among METLIFE, INC. (“MetLife”) and METLIFE FUNDING, INC.
(“Funding”; together with MetLife, each a “Borrower” and collectively the
“Borrowers”), each lender from time to time party hereto (collectively, the
“Lenders” and individually, a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.



     The Borrowers, the Company, the Lenders, the L/C Issuer, the Syndication Agent, and the
Administrative Agent have heretofore entered into that certain Five-Year Credit Agreement dated as
of April 23, 2004 (the “Original Agreement”), pursuant to which the Lenders provide a revolving
credit facility and the L/C Issuer issues (and the Lenders purchase participations in) letters of
credit from time to time.



     The Borrowers have requested that the Original Agreement be amended in certain respects and,
in order to do so, that the Original Agreement be amended and restated in its entirety, and the
Lenders, the L/C Issuer, the Syndication Agent and the Administrative Agent are willing to do so on
the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree that the Original Agreement is amended and restated and ratified and confirmed
to read in its entirety as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below:



     “Absolute Rate” means a fixed rate of interest expressed in multiples of
1/100th of one basis point.



     “Absolute Rate Loan” means a Bid Loan that bears interest at a rate determined with
reference to an Absolute Rate.



     “Adjusted Statutory Surplus” means, at any time, the sum of (i) surplus (calculated in
accordance with the Statutory Statements), plus (ii) asset valuation reserve (calculated in
accordance with the Statutory Statements).



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under each of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address as set forth
on Schedule 10.02, or such other address or account as the Administrative Agent may from
time to time notify the Borrowers and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



Amended and Restated

Five-Year Credit Agreement




1









 








     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified; provided that, for the purposes of Section 10.07, any special
purpose funding vehicle that funds itself principally in the commercial paper market shall not
constitute an Affiliate of any Lender. “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.



     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of Bank of America in its capacity as the Administrative Agent, the
Arrangers), and the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.



     “Aggregate Commitments” means, as of the date of any determination, the Commitments of
all of the Lenders then in effect. On the date hereof the Aggregate Commitments shall equal
$1,500,000,000.



     “Agreement” means this Amended and Restated Five-Year Credit Agreement.



     “Applicable Insurance Regulatory Authority” means the insurance department or similar
insurance regulatory or administrative authority or agency of the jurisdiction in which the Company
is domiciled.



     “Applicable Rate” means, from time to time, the Facility Fee, the Eurodollar Rate
Margin, the Letter of Credit Fee, the Base Rate Margin or the Utilization Fee (as applicable
according to the context) expressed as a percentage per annum, determined by reference to the
Debt Rating of the applicable Borrower as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	 	 	 	 	 	 	 	 	Eurodollar	 	 	 	 
	 	 	 	 	 	 	 	 	Rate	 	 	 	 
	 	 	 	 	 	 	 	 	Margin	 	 	 	 
	 	 	 	 	 	 	 	 	and	 	Base	 	 
	Pricing	 	Debt Rating	 	 	 	 	 	Letter of	 	Rate	 	Utilization
	Level	 	S&P/Moody’s	 	Facility Fee	 	 	Credit Fee	 	Margin	 	Fee
	 
	1	 	A+/A1 or better	 	0.080	 	 
	 	0.170	 	0	 	0.050
	2	 	A/A2	 	0.090	 	 
	 	0.210	 	0	 	0.050
	3	 	A-/A3	 	0.125	 	 
	 	0.225	 	0	 	0.100
	4	 	BBB+/Baa1	 	0.150	 	 
	 	0.250	 	0	 	0.100
	5	 	BBB/Baa2	 	0.200	 	 
	 	0.425	 	0	 	0.125
	 	 	or worse	 	 
	 	 	 	 	 	 	 	 







     “Debt Rating” means, as of any date of determination, the rating as determined
by either S&P or Moody’s (collectively, the “Debt Ratings”) of the applicable
Borrower’s non-credit-enhanced, senior unsecured long-term debt (or in the case of Funding,
the non-credit-enhanced, senior unsecured long-term debt of the Company) provided
that if a



Amended and Restated

Five-Year Credit Agreement




2









 









Debt Rating is issued by each of the foregoing rating agencies, then the higher of such
Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the
Debt Rating for Pricing Level 5 being the lowest), unless there is a split in Debt Ratings
of more than one level, in which case the Pricing Level that is one level higher than the
Pricing Level of the lower Debt Rating shall apply.


Notwithstanding the definition of “Applicable Rate” set forth above, the Facility Fee shall be
based on the Debt Rating of the lowest rated of the Borrowers (or in the case of Funding, the
Company) by S&P and Moody’s. On the date of this Agreement, the Applicable Rate for the Facility
Fee shall be determined based upon Pricing Level 2. Each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade,
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change and, in the case of a downgrade,
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.




     “Applicant” means with respect to a particular Letter of Credit, any Borrower or any
other Subsidiary of MetLife (other than the Company) applying for such Letter of Credit pursuant to
Section 2.04.



     “Arrangers” mean Banc of America Securities LLC and Wachovia Capital Markets, LLC, in
their capacities as joint lead arrangers and book managers.



     “Asset Securitization” means a public or private transfer of installment receivables,
credit card receivables, lease receivables, mortgage loan receivables, policyholder loan
receivables or any other type of secured or unsecured financial assets, which transfer is recorded
as a sale according to GAAP as of the date of such transfer.



     “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit D.



     “Attorney Costs” means and includes all fees, expenses and disbursements of any one
law firm or other external counsel and, without duplication, in the case of an Event of Default
referred to in Section 8.01(h) or 8.01(i), the allocated cost of internal legal
services and all expenses and disbursements of internal counsel.



     “Attributable Indebtedness” means, on any date, in respect of any capital lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP.



     “Audited Financial Statements” means the audited consolidated balance sheet of MetLife
and its Subsidiaries for the fiscal year ended December 31, 2003, and the related consolidated
statements of income, stockholders’ equity and cash flows for such fiscal year of MetLife and its
Subsidiaries, including the notes thereto.



     “Availability Period” means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender
to



Amended and Restated

Five-Year Credit Agreement




3









 




make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.




     “Bank of America” means Bank of America, N.A. and its successors.



     “Bank of America Fee Letter” has the meaning specified in the definition of “Fee
Letters.”



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Bid Borrowing” means a borrowing consisting of simultaneous Bid Loans of the same
Type from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing
has been accepted under the auction bidding procedures described in Section 2.03.



     “Bid Loan” has the meaning specified in Section 2.03(a).



     “Bid Loan Lender” means, in respect of any Bid Loan, the Lender making such Bid Loan
to the applicable Borrower.



     “Bid Request” means a written request for one or more Bid Loans substantially in the
form of Exhibit B-1.



     “Borrower” has the meaning specified in the introductory paragraph hereto.



     “Borrowing” means a Committed Borrowing or a Bid Borrowing, as the context may
require.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



     “Cash Collateralize” has the meaning specified in Section 2.04(g).



     “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on



Amended and Restated

Five-Year Credit Agreement




4









 




the date hereof), of shares representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of MetLife, or (b) occupation of a majority
of the seats (other than vacant seats) on the board of directors of MetLife by Persons who were
neither (i) nominated by the board of directors of MetLife nor (ii) appointed by directors so
nominated.




     “Closing Date” means the first date all the conditions precedent in Section
5.01 of the Original Agreement were satisfied or waived in accordance with Section
10.01 of the Original Agreement.



     “Co-Applicant” means a Borrower acting as an applicant for an Applicant with respect
to a particular Letter of Credit.



     “Code” means the Internal Revenue Code of 1986.



     “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to
the Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations,
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement.



     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type and, in the case of Eurodollar Rate Committed Loans, having the same Interest Period
made by each of the Lenders pursuant to Section 2.01.



     “Committed Loan” has the meaning specified in Section 2.01.



     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion
of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Committed
Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the
form of Exhibit A.



     “Company” means Metropolitan Life Insurance Company, a New York stock life insurance
corporation.



     “Company Letters of Credit” means the Letters of Credit issued or deemed issued under
the Original Agreement for which the Company was the Applicant or Co-Applicant.



     “Competitive Bid” means a written offer by a Lender to make one or more Bid Loans,
substantially in the form of Exhibit B-2, duly completed and signed by a Lender.



     “Consolidated Net Worth” means the consolidated stockholders’ equity, determined in
accordance with GAAP, of MetLife and its Consolidated Subsidiaries.



     “Consolidated Subsidiary” means, with respect to any Person (the “parent”) at
any date, any corporation, limited liability company, partnership, association or other entity the
accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date.



Amended and Restated

Five-Year Credit Agreement




5









 





     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” has the meaning specified in the definition of “Affiliate.”




     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Debt Rating” has the meaning specified in the definition of “Applicable Rate.”




     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservation, dissolution, bankruptcy, assignment for the benefit of creditors,
moratorium, rehabilitation, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States, any state of the United States or any other applicable
jurisdiction from time to time in effect and affecting the rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would, unless cured or waived, be an
Event of Default.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if
any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan
plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Committed Loans or participations in L/C Obligations required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due unless the subject of a good faith dispute,
or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.



     “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 4.06.



     “Dollar” and “$” mean lawful money of the United States.



     “Eligible Assignee” has the meaning specified in Section 10.07(g).



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.



Amended and Restated

Five-Year Credit Agreement




6









 





     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of
MetLife or any of its Material Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with MetLife, is treated as a single employer under Section 414(b) or (c) of the Code or,
solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived and other than an event which is based on a certain level of unfunded
vested benefits, or the requirement to pay variable PBGC premiums, provided that the amount of
unfunded vested benefits, when determined on a FAS87 basis, do not exceed $50,000,000); (b) the
existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section
412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section
412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by MetLife or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by MetLife or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by MetLife or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by MetLife
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from MetLife or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.



     “Eurodollar Base Rate” has the meaning specified in the definition of “Eurodollar
Rate.”



     “Eurodollar Bid Margin” means the margin above or below the Eurodollar Base Rate to be
added to or subtracted from the Eurodollar Base Rate, which margin shall be expressed in multiples
of 1/100th of one basis point.



     “Eurodollar Margin Bid Loan” means a Bid Loan that bears interest at a rate based upon
the Eurodollar Base Rate.



     “Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate
Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:



Amended and Restated

Five-Year Credit Agreement




7









 





	 	 	 	 	 
	Eurodollar Rate     =

	 	Eurodollar Base Rate
 

1.00 — Eurodollar Reserve Percentage
	 	 






Where,




     “Eurodollar Base Rate” means, for such Interest Period the rate per annum equal
to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters
(or other commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period. If such rate is not available at such time for any reason, then the “Eurodollar
Rate” for such Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan
being made, continued or converted by Bank of America (or in the case of a Bid Loan, the
applicable Bid Loan Lender) and with a term equivalent to such Interest Period would be
offered by Bank of America’s (or such Bid Loan Lender’s) London Branch to major banks in the
London interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.



     “Eurodollar Reserve Percentage” means, for any day during any Interest Period,
the reserve percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations issued from
time to time by the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.



     “Eurodollar Rate Committed Loan” means a Committed Loan that bears interest at a rate
based on the Eurodollar Rate.



     “Eurodollar Rate Loan” means a Eurodollar Rate Committed Loan or a Eurodollar Margin
Bid Loan.



     “Event of Default” has the meaning specified in Section 8.01.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) income, franchise or similar taxes, in each case, imposed on (or measured by) its
net income by the United States of America, or by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is located, or, in
the case of a jurisdiction (or any political subdivision thereof) that imposes taxes on the basis
of management or control or other concept or principle of residence, the jurisdiction (or any
political subdivision thereof) in which such recipient is so resident, (b) Taxes imposed by reason
of any present or former connection between such Person and the jurisdiction (or any political



Amended and Restated

Five-Year Credit Agreement




8









 




subdivision thereof) imposing such Taxes, other than as a result of the execution and delivery
of this Agreement, the making of any Loans hereunder or the performance of any action provided for
hereunder, (c) any branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which any Borrower is located and (d) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrowers under Section
10.15(b)), any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a new lending
office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive additional amounts from
such Borrower with respect to such withholding tax pursuant to Section 3.01(a) or (ii) is
attributable to such Foreign Lender’s failure to comply with Section 3.01(e).




     “Existing Letters of Credit” means the letters of credit listed on Schedule
1.10 to the Original Agreement.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as reasonably determined by the
Administrative Agent.



     “Fee Letters” means (a) that certain letter agreement dated as of April 1, 2004, among
the Borrowers, the Company, Bank of America, and Banc of America Securities LLC (the “Bank of
America Fee Letter”) and (b) that certain letter agreement dated March 29, 2004, among the
Borrowers, the Company, Wachovia Bank, N.A., and Wachovia Capital Markets, LLC.



     “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer, assistant treasurer or controller of MetLife.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which any Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Funding” has the meaning specified in the introductory paragraph hereto.



     “GAAP” means generally accepted accounting principles in the United States.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court,



Amended and Restated

Five-Year Credit Agreement





9









 




administrative tribunal, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.




     “Granting Lender” has the meaning specified in Section 10.07(h).



     “Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;




     (c) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);




     (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;



Amended and Restated

Five-Year Credit Agreement




10









 






     (e) all Surplus Relief Reinsurance ceded by such Person;




     (f) capital leases of which such Person is the lessee; and




     (g) all Guarantees of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any capital lease as of
any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date.



     “Indemnified Liabilities” has the meaning specified in Section 10.05.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning specified in Section 10.05.



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.



     “Interest Period” means (a) as to each Eurodollar Rate Loan, the period commencing on
the date such Eurodollar Rate Loan is disbursed or (in the case of any Eurodollar Rate Committed
Loan) converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the applicable Borrower in its Committed Loan Notice or Bid
Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 7
days and not more than 360 days as selected by the applicable Borrower in its Bid Request;
provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar
Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;




     (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity Date.



     “IRS” means the United States Internal Revenue Service.



Amended and Restated

Five-Year Credit Agreement




11









 





     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and a
Borrower (and, if applicable, any Subsidiary as an Applicant) or in favor of the L/C Issuer and
relating to such Letter of Credit.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Pro Rata Share.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder.



     “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount
of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings. For purposes of computing the aggregate undrawn amount of any Letter
of Credit, such amount shall be determined in accordance with Section 1.07. For all
purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available
to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the L/C Issuer.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrowers and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued or deemed issued
hereunder and shall include the Existing Letters of Credit (other than the Company Letters of
Credit).



Amended and Restated

Five-Year Credit Agreement




12









 





     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” means the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.04(i).



     “Letter of Credit Sublimit” means an amount equal to $500,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, and any financing lease having
substantially the same economic effect as any of the foregoing).



     “Loan” means an extension of credit by a Lender to a Borrower under Article II
in the form of a Committed Loan, or a Bid Loan.



     “Loan Documents” means this Agreement, each Note, each Issuer Document, and the Fee
Letters.



     “Loan Parties” means, collectively, the Borrowers.



     “Margin Stock” means “margin stock” within the meaning of Regulations U and X.



     “Material Adverse Change” means any event, development or circumstance that has had or
could reasonably be expected to have a material adverse effect on (a) the business, assets,
property, condition (financial or otherwise) or prospects of MetLife and its Subsidiaries taken as
a whole, or (b) the validity or enforceability of this Agreement or the rights and remedies of the
Administrative Agent and the Lenders hereunder.



     “Material Indebtedness” means Indebtedness (other than the Loans), or obligations in
respect of one or more Swap Contracts, of MetLife or any of its Material Subsidiaries in an
aggregate principal amount exceeding $300,000,000 (or its equivalent in any other currency). For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of MetLife
or any of its Material Subsidiaries in respect of any Swap Contract at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that MetLife or such Material
Subsidiary would be required to pay if such Swap Contract were terminated at such time.



     “Material Subsidiary” means, at any time, (i) Funding, (ii) the Company and (iii) each
Subsidiary of MetLife that as of such time meets the definition of “significant subsidiary”
contained as of the date hereof in Regulation S-X of the SEC, but excluding any Subsidiary (an “Investment Subsidiary”) established in connection with the ownership and investment
management of the general account assets of (a) the Company or (b) any other Material Subsidiary of
MetLife that is an insurance company (each of the Company and such other insurance company being an
“Insurance Subsidiary”); provided, however, that so long as the



Amended and Restated

Five-Year Credit Agreement






13









 







consolidated assets of the Investment Subsidiaries of any Insurance Subsidiary exceed 25% of the consolidated assets of such
Insurance Subsidiary, then each such Investment Subsidiary shall be deemed to be a Material
Subsidiary.




     “Maturity Date” means April 23, 2009.



     “MetLife” has the meaning specified in the introductory paragraph hereto.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “NAIC” means the National Association of Insurance Commissioners and any successor
thereto.



     “Note” means a promissory note made by a Borrower in favor of a Lender evidencing
Loans made by such Lender, substantially in the form of Exhibit C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.



     “Original Agreement” has the meaning specified in the second introductory paragraph
hereof.



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.



     “Outstanding Amount” means (i) with respect to Committed Loans and Bid Loans on any
date, the aggregate principal amount thereof outstanding at the close of business on such date
after giving effect to any borrowings and prepayments or repayments of Committed Loans and Bid
Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on
any date, the amount of such L/C Obligations at the close of business on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including such changes resulting from any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking
effect on such date.



     “Participant” has the meaning specified in Section 10.07(d).



Amended and Restated

Five-Year Credit Agreement






14









 








     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Permitted Encumbrances” means:



     (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance
with Section 6.04;



     (b) bankers’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations that are
not overdue by more than 30 days or are being contested in compliance with Section 6.04;



     (c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;



     (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business;



     (e) Liens on deposit accounts or securities accounts, including bankers’ Liens and rights of
setoff arising in the ordinary course of business;



     (f) Liens arising out of deposits of cash or securities with reinsurance trusts, ceding
companies or insurance regulators in the ordinary course of business; and



     (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of any Borrower or the Company, as the case may be;


provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which MetLife or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.



     “Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the Commitment of such Lender at such time and the denominator of which is the amount of the
Aggregate Commitments at such time; provided that if the commitment of each Lender to make
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based
on



Amended and Restated

Five-Year Credit Agreement






15









 







the Pro Rata Share of such Lender immediately prior to such termination and after giving effect
to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of
each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.




     “Register” has the meaning specified in Section 10.07(c).



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to a Bid Loan, a Bid
Request and (c) with respect to an L/C Credit Extension, a Letter of Credit Application.



     “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C
Obligations being deemed “held” by such Lender for purposes of this definition); provided
that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



     “Responsible Officer” means the chief executive officer, president, chief financial
officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that
is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and other action on the part of such Loan Party
and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan
Party.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



     “SAP” means the accounting procedures and practices prescribed or permitted by the
Applicable Insurance Regulatory Authority or the NAIC.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Securities Transactions” means (a) securities lending arrangements, and (b)
repurchase and reverse repurchase arrangements with respect to securities and financial
instruments.



     “Separate Accounts Assets” means, as at any date, the “Separate Accounts assets” of
the Company, determined in accordance with SAP, reported as such in the Statutory Statements of the
Company.



     “SPC” has the meaning specified in Section 10.07(h).



Amended and Restated

Five-Year Credit Agreement






16









 








     “Statutory Statement” means a statement of the condition and affairs of the Company,
prepared in accordance with SAP, and filed with the Applicable Insurance Regulatory Authority.



     “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, as the same may be amended from time to time (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).



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of any Borrower.



     “Support Agreement” means the Support Agreement dated as of November 30, 1984 between
the Company and Funding, as amended and restated effective as of that date on July 2, 1985.



     “Surplus Relief Reinsurance” means any transaction in which the Company or any
Subsidiary of the Company cedes business under a reinsurance agreement that would be considered a
“financing-type” reinsurance agreement as determined by the independent certified public
accountants of the Company in accordance with principles published by the Financial Accounting
Standards Board or the Second Edition of the AICPA Audit Guide for Stock Life Insurance Companies
(pp. 91-92), as the same may be revised from time to time.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related
schedules,



Amended and Restated

Five-Year Credit Agreement






17









 







or annexes, a “Master Agreement”), including any such obligations or liabilities
under any Master Agreement.




     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority including penalties,
interest and additions to tax.



     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Transactions” means the execution, delivery and performance by the Borrowers of this
Agreement, the Borrowings when made, the issuance of Letters of Credit when issued and the use of
proceeds thereof.



     “Type” means (a) with respect to a Committed Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan, and (b) with respect to a Bid Loan, its character as an Absolute Rate
Loan or a Eurodollar Margin Bid Loan.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.04(c)(i).



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



     1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:



     (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



     (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder”
and words of similar import when used in any Loan Document shall refer to such Loan Document as a
whole and not to any particular provision thereof.




     (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which
such reference appears.




     (iii) The term “including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form.



     (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



Amended and Restated

Five-Year Credit Agreement






18









 








     (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP or SAP, as the case may be, as in effect
from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements or Statutory Statements, as of and for the year ended December 31, 2003, as applicable,
except as otherwise specifically prescribed herein.



     (b) If at any time any change in GAAP or SAP would affect the computation of any requirement
set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request,
the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such
requirement to preserve the original intent thereof in light of such change in GAAP or SAP (subject
to the approval of the Required Lenders); provided that, until so amended, (i) such
requirement shall continue to be computed in accordance with GAAP or SAP, as applicable, as in
effect prior to such change therein and (ii) the Borrowers shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such
requirement made before and after giving effect to such change in GAAP or SAP.



     1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references
to agreements (including the Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.



     1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



     1.07 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of
a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of
Credit after giving effect to all increases thereof that occur without amendment as the result of
the occurrence of a date, the passage of time or the occurrence or nonoccurrence of an event, as
expressly set forth in such Letter of Credit or the Issuer Documents related thereto, whether or
not such maximum face amount is in effect at such time.



Amended and Restated

Five-Year Credit Agreement







19









 








ARTICLE II.



THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally
agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers from time to
time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at
any time outstanding the amount of such Lender’s Commitment; provided, however,
that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed
the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations
shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and
subject to the other terms and conditions hereof, any Borrower or all Borrowers may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section
2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein. The obligations of the Borrowers to repay Loans and L/C Obligations shall be several, not
joint.



     2.02 Borrowings, Conversions and Continuations of Committed Loans.




     (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other,
and each continuation of Eurodollar Rate Committed Loans shall be made upon a Borrower’s
irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice
must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed
Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each
telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly
by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of a Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $10,000,000 or a
whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(c), each Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) which Borrower is borrowing the Committed Borrowing, (ii) whether a Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a
continuation of Eurodollar Rate Committed Loans, (iii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal
amount of Committed Loans to be borrowed, converted or continued, (v) the Type of Committed Loans
to be borrowed or to which existing Committed Loans are to be converted, and (vi) if applicable,
the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if a Borrower fails to give a timely notice requesting
a conversion or continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate
Committed Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of
Eurodollar Rate Committed



Amended and Restated

Five-Year Credit Agreement






20









 







Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.




     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Share of the applicable Committed Loans, and if no
timely notice of a conversion or continuation is provided by the applicable Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding Subsection. In the case of a Committed Borrowing, each
Lender shall make the amount of its Committed Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice. As promptly as practicable, upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing
is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all
funds so received available to the applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of
Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by
the applicable Borrower; provided, however, that if, on the date the Committed Loan
Notice with respect to such Borrowing is given by a Borrower, there are L/C Borrowings of such
Borrower outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made available to such
Borrower as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan.
During the existence of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Committed Loans without the consent of the Required Lenders.



     (d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of
the interest rate applicable to any Interest Period for Eurodollar Rate Committed Loans upon
determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that
Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the
Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly
following the public announcement of such change.



     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans of the same Type, there shall not
at any one time be more than ten Interest Periods in effect with respect to Committed Loans.



2.03 Bid Loans.




     (a) General. Subject to the terms and conditions set forth herein, each Lender agrees
that any Borrower or all Borrowers may from time to time request the Lenders to submit offers to
make loans (each such loan, a “Bid Loan”) to any Borrower or all Borrowers prior to the
Maturity Date pursuant to this Section 2.03; provided, however, that after
giving effect to any Bid Borrowing, the Total Outstandings shall not exceed the Aggregate
Commitments. There



Amended and Restated

Five-Year Credit Agreement






21









 







shall not be more than ten different Interest Periods in effect with respect to
Bid Loans at any time.




     (b) Requesting Competitive Bids. Any Borrower may request the submission of
Competitive Bids by delivering a Bid Request to the Administrative Agent not later than 12:00 noon
(i) one Business Day prior to the requested date of any Bid Borrowing that is to consist of
Absolute Rate Loans, or (ii) four Business Days prior to the requested date of any Bid Borrowing
that is to consist of Eurodollar Margin Bid Loans. Each Bid Request shall specify (i) which
Borrower is delivering the Bid Request, (ii) the requested date of the Bid Borrowing (which shall
be a Business Day), (iii) the aggregate principal amount of Bid Loans requested (which must be
$10,000,000 or a whole multiple of $1,000,000 in excess thereof), (iv) the Type of Bid Loans
requested, and (v) the duration of the Interest Period with respect thereto, and shall be signed by
a Responsible Officer of the applicable Borrower. No Bid Request shall contain a request for (i)
more than one Type of Bid Loan or (ii) Bid Loans having more than three different Interest Periods.
Unless the Administrative Agent otherwise agrees in its sole and absolute discretion, no Borrower
may submit a Bid Request if any Borrower has submitted another Bid Request within the prior five
Business Days.



     (c) Submitting Competitive Bids.




     (i) The Administrative Agent shall promptly notify each Lender of each Bid Request
received by it from any Borrower and the contents of such Bid Request.




     (ii) Each Lender may (but shall have no obligation to) submit a Competitive Bid
containing an offer to make one or more Bid Loans in response to such Bid Request. Such
Competitive Bid must be delivered to the Administrative Agent not later than 10:30 a.m. (A)
on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and
(B) three Business Days prior to the requested date of any Bid Borrowing that is to consist
of Eurodollar Margin Bid Loans; provided, however, that any Competitive Bid
submitted by Bank of America in its capacity as a Lender in response to any Bid Request must be submitted to the Administrative Agent not later than 10:15 a.m. on the
date on which Competitive Bids are required to be delivered by the other Lenders in response
to such Bid Request. Each Competitive Bid shall specify (A) the proposed date of the Bid
Borrowing; (B) the principal amount of each Bid Loan for which such Competitive Bid is being
made, which principal amount (x) may be equal to, greater than or less than the Commitment
of the bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000 in excess
thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids
were requested; (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans,
the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto;
(D) if the proposed Bid Borrowing is to consist of Eurodollar Margin Bid Loans, the
Eurodollar Bid Margin with respect to each such Eurodollar Margin Bid Loan and the Interest
Period applicable thereto; and (E) the identity of the bidding Lender.




     (iii) Any Competitive Bid shall be disregarded if it (A) is received after the
applicable time specified in clause (ii) above, (B) is not substantially in the form of a
Competitive Bid as specified herein, (C) contains qualifying, conditional or similar
language, (D) proposes terms other than or in addition to those set forth in the applicable



Amended and Restated

Five-Year Credit Agreement






22









 









Bid Request, or (E) is otherwise not responsive to such Bid Request. Any Lender may correct
a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid
(identified as such) not later than the applicable time required for submission of
Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a
revocation of the Competitive Bid that contained the manifest error. The Administrative
Agent may, but shall not be required to, notify any Lender of any manifest error it detects
in such Lender’s Competitive Bid.




     (iv) Subject only to the provisions of Sections 3.02, 3.03 and
5.02 and clause (iii) above, each Competitive Bid shall be irrevocable.



     (d) Notice to Borrower of Competitive Bids. Not later than 11:00 a.m. (i) on the
requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) three
Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurodollar
Margin Bid Loans, the Administrative Agent shall notify the applicable Borrower of the identity of
each Lender that has submitted a Competitive Bid that complies with Section 2.03(c) and of
the terms of the offers contained in each such Competitive Bid.



     (e) Acceptance of Competitive Bids. Not later than 11:30 a.m. (i) on the requested
date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (ii) three Business Days
prior to the requested date of any Bid Borrowing that is to consist of Eurodollar Margin Bid Loans,
the applicable Borrower shall notify the Administrative Agent of its acceptance or rejection of the
offers notified to it pursuant to Section 2.03(d). The applicable Borrower shall be under
no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the
case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids
for each Interest Period that is accepted. The applicable Borrower may accept any Competitive Bid
in whole or in part; provided that:




     (i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable
amount set forth in the related Bid Request;




     (ii) the principal amount of each Bid Loan must be $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and




     (iii) the acceptance of offers may be made only on the basis of ascending Absolute
Rates or Eurodollar Bid Margins within each Interest Period accepted, beginning with the
shortest Interest Period accepted.




     (f) Procedure for Identical Bids. If two or more Lenders have submitted Competitive
Bids at the same Absolute Rate or Eurodollar Bid Margin, as the case may be, for the same Interest
Period, and the result of accepting all of such Competitive Bids in whole (together with any other
Competitive Bids at lower Absolute Rates or Eurodollar Bid Margins, as the case may be, accepted
for such Interest Period in conformity with the requirements of Section 2.03(e)(iii)) would
be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed
the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the
applicable Borrower, the Administrative Agent and such Lenders, such Competitive Bids shall be
accepted as nearly as possible in proportion to the amount offered by each such Lender



Amended and Restated

Five-Year Credit Agreement






23









 







in respect
of such Interest Period, with such accepted amounts being rounded to the nearest whole multiple of
$1,000,000.




     (g) Notice to Lenders of Acceptance or Rejection of Bids. The Administrative Agent
shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has
been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be
made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof
that is not accepted by the applicable Borrower by the applicable time specified in Section
2.03(e) shall be deemed rejected.



     (h) Notice of Eurodollar Base Rate. If any Bid Borrowing is to consist of Eurodollar
Margin Bid Loans, the Administrative Agent shall determine the Eurodollar Base Rate for the
relevant Interest Period, and promptly after making such determination, shall notify the applicable
Borrower and the Lenders that will be participating in such Bid Borrowing of such Eurodollar Base
Rate.



     (i) Funding of Bid Loans. Each Lender that has received notice pursuant to
Section 2.03(g) that all or a portion of its Competitive Bid has been accepted by the
applicable Borrower shall make the amount of its Bid Loan(s) available to the Administrative Agent
in immediately available funds at the Administrative Agent’s Office not later than 12:00 (noon) on
the date of the requested Bid Borrowing. Upon satisfaction of the applicable conditions set forth
in Section 5.02, the Administrative Agent shall make all funds so received available to the
applicable Borrower in like funds as received by the Administrative Agent.



     (j) Notice of Range of Bids. After each Competitive Bid auction pursuant to this
Section 2.03, the Administrative Agent shall notify each Lender that submitted a
Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and
accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.



     2.04 Letters of Credit.



     (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Section 2.04,
(1) from time to time on any Business Day during the period from the Closing Date until the
Letter of Credit Expiration Date, to issue Letters of Credit for the account of any Borrower
or its Subsidiaries and to amend or extend Letters of Credit previously issued by it in
accordance with Subsection (b) below, and (2) to honor drawings under the Letters of Credit;
and (B) the Lenders severally agree to participate in Letters of Credit issued for the
account of any Borrower or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata
Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s
Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the
Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a



Amended and Restated

Five-Year Credit Agreement






24









 









representation by such Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to the
preceding sentence. Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from
and after the Closing Date shall be governed by the terms and conditions hereof.




     (ii) The L/C Issuer shall not issue any Letter of Credit, if:




        (A) subject to Section 2.04(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last extension, unless the Required Lenders have approved such expiry date; or




        (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date;




     (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:




        (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with
respect to such Letter of Credit any restriction, reserve or capital requirement
(for which the L/C Issuer is not otherwise compensated hereunder) not in effect on
the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C Issuer in
good faith deems material to it;




        (B) the issuance of such Letter of Credit would violate any Laws;




        (C) after the issuance of such Letter of Credit, more than thirty Letters of
Credit would be outstanding unless the Borrowers and the Required Lenders otherwise
agree;




        (D) such Letter of Credit is to be denominated in a currency other than
Dollars;




        (E) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or




        (F) a default of any Lender’s obligations to fund under Section 2.04(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C



Amended and Restated

Five-Year Credit Agreement






25









 









Issuer has entered into satisfactory arrangements with the Borrowers or such Lender
to eliminate the L/C Issuer’s risk with respect to such Lender.




     (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.




     (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of a Borrower, and, if a Subsidiary (which shall be a Subsidiary other than the
Company) is an Applicant, such Subsidiary has delivered to the L/C Issuer (with a copy to
the Administrative Agent) in the form of a Letter of Credit Application, appropriately
completed and signed by a Responsible Officer of the applicable Borrower and, if a
Subsidiary is an Applicant, such Subsidiary. Such Letter of Credit Application must be
received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
five Business Days prior to the proposed issuance date or date of amendment (or such shorter
time as the Administrative Agent and the L/C Issuer may agree in a particular instance in
their sole discretion), as the case may be. In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer: (A) who is the Applicant, and if the Applicant is
not a Borrower, which Borrower is the Co-Applicant; (B) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (C) the amount thereof; (D) the
expiry date thereof; (E) the name and address of the beneficiary thereof; (F) the documents
to be presented by such beneficiary in case of any drawing thereunder; (G) the full text of
any certificate to be presented by such beneficiary in case of any drawing thereunder; and
(H) such other matters as the L/C Issuer may reasonably require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer (w) the Letter of Credit to
be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y)
the nature of the proposed amendment; and (z) such other matters as the L/C Issuer may
reasonably require. Additionally, the Applicant shall furnish to the L/C Issuer and the
Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or
the Administrative Agent may reasonably require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Applicant and, if
applicable, the Co-Applicant and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof. Unless the L/C Issuer has received written notice from any
Lender, the Administrative Agent or any Loan Party, at least one



Amended and Restated

Five-Year Credit Agreement






26









 









Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article V shall not then be satisfied, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the applicable Borrower (or the applicable
Subsidiary) or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business practices. Immediately upon
the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share
times the amount of such Letter of Credit.




     (iii) If an Applicant so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that
has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof
not later than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the L/C Issuer, the Applicant (or, if applicable, the Co-Applicant) shall not be
required to make a specific request to the L/C Issuer for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C Issuer shall not permit any such extension
if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.04(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (2) from the Administrative Agent, any Lender or any
Loan Party that one or more of the applicable conditions specified in Section 5.02
are not then satisfied, and in each such case directing the L/C Issuer not to permit such
extension.




     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment. Within 15 days after the end of each
calendar month, the Administrative Agent will deliver to each of the Lenders and the
Borrowers a written report of Letters of Credit that have been issued, Letters of Credit
that have been amended, Letters of Credit that have expired, Auto-Extension Letters of
Credit that have been automatically extended, and drawings that have been made under Letters
of Credit, in each case during such calendar month.



Amended and Restated

Five-Year Credit Agreement






27









 








     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the applicable Borrower and
the Administrative Agent thereof and of the date (the “Honor Date”) on which the L/C
Issuer anticipates that payment of such drawing will be made. Not later than 11:00 a.m. on
the Honor Date, the applicable Borrower shall reimburse the L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing. If the applicable
Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In
such event, the applicable Borrower shall be deemed to have requested a Committed Borrowing
of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Aggregate Commitments and the conditions set forth in Section 5.02 (other
than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone
if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice. Each
deemed Committed Borrowing made pursuant to this Section 2.04(c)(i) shall be deemed
to be a reimbursement of the related drawing under a Letter of Credit.




     (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice
pursuant to Section 2.04(c)(i) make funds available to the Administrative Agent for
the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its
Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject
to the provisions of Section 2.04(c)(iii), each Lender that so makes funds available
shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such
amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be
deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.04(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.04.




     (iv) Until a Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.04(c) to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely
for the account of the L/C Issuer.



Amended and Restated

Five-Year Credit Agreement






28









 









     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.04(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, any Borrower, any other Applicant or any
other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make
Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set
forth in Section 5.02 (other than delivery by the applicable Borrower of a Committed
Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the applicable Borrower to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.




     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate
from time to time in effect. A certificate of the L/C Issuer submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.



     (d) Repayment of Participations.




     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.04(c), if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the applicable Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.04(c)(i) is required to be returned under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand
of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.



Amended and Restated

Five-Year Credit Agreement






29









 








     (e) Obligations Absolute. The obligation of the applicable Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, set-off, defense or other right that
such Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, such Borrower or any Subsidiary.



     Each Borrower and any other Applicant shall promptly examine a copy of each Letter of Credit
and each amendment thereto requested by such Borrower and such Applicant that is delivered to it
and, in the event of any claim of noncompliance with such Borrower’s or such Applicant’s
instructions or other irregularity, such Borrower or such Applicant will notify the L/C Issuer as
promptly as practicable. No Letter of Credit will be amended without written approval of the
applicable Borrower and the L/C Issuer. Such Borrower and such Applicant shall be conclusively
deemed to have waived any such claim against the L/C Issuer and its correspondents unless such
notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and each Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the L/C Issuer, any
Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders or the Required Lenders, as



Amended and Restated

Five-Year Credit Agreement





30










 




applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Letter of Credit Application. Each Borrower and
any other Applicant hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however, that
this assumption is not intended to, and shall not, preclude such Borrower’s pursuing such rights
and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any
of the matters described in clauses (i) through (v) of Section 2.04(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the applicable
Borrower and any other Applicant may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to such Borrower and such Applicant, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by such Borrower or such Applicant which
such Borrower or such Applicant proves were caused primarily by the L/C Issuer’s willful misconduct
or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.




     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the applicable
Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations
(in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or
the Letter of Credit Expiration Date, as the case may be). Sections 2.05 and
8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.
For purposes of this Section 2.04, Section 2.05 and Section 8.02(c),
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations,
cash or deposit account balances pursuant to documentation in form and substance satisfactory to
the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in
all such cash, deposit accounts and all balances therein and all proceeds of the foregoing
delivered by such Borrower as Cash Collateral. Cash Collateral shall be maintained in a blocked,
non-interest bearing deposit account at Bank of America.



     (h) Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and
the applicable Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to
each.



Amended and Restated

Five-Year Credit Agreement




31









 





     (i) Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter of Credit issued for the account of such Borrower (whether
as the Applicant or the Co-Applicant) equal to the Applicable Rate (converted to a daily rate)
times the daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit). Letter of Credit Fees
shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business
Day of each March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount
of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything
to the contrary contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Each
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee (converted to a
daily rate) with respect to each Letter of Credit with respect to which it is the Applicant or the
Co-Applicant in the amount specified in the Fee Letter, payable on the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). Such fronting fee shall be computed on a quarterly basis in
arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of
each March, June, September and December in respect of the most recently-ended quarterly period (or
portion thereof, in the case of the first payment), commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. In addition, each Borrower shall pay directly to the L/C Issuer for its own account the
customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to each Letter of Credit for which such Borrower is the
Applicant or Co-Applicant as from time to time in effect.



     (k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Borrower which is the Co-Applicant with respect to such Letter of Credit
shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter
of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the
account of its Subsidiaries inures to the benefit of
such Borrower, and that such Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries.



     2.05 Prepayments.



     (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Committed Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by the Administrative Agent not later than
11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate



Amended and Restated

Five-Year Credit Agreement




32









 




Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of
Eurodollar Rate Committed Loans shall be in a principal amount of $10,000,000 or a whole multiple
of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in
a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid.
The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by any
Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Pro Rata Shares.




     (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.



     (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then
in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however, that no
Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(c) unless after the prepayment in full of the Committed Loans the Total Outstandings
exceed the Aggregate Commitments then in effect.



     (d) Upon the occurrence of a Change in Control, each Borrower agrees that if requested by the
Administrative Agent (acting at the request of the Required Lenders) such Borrower will promptly
prepay its Loans, together with accrued interest and will promptly Cash Collateralize its L/C
Obligations; provided that no prepayment of any Bid Loan shall be made without the prior
consent of the Lender thereof. Upon such prepayment, the Aggregate Commitments and the Commitment
of each Lender shall automatically terminate.



     2.06 Termination or Reduction of Commitments. The Borrowers may, upon notice to the Administrative
Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently
reduce the
Aggregate Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce
the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving
effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the
amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of
such excess. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Pro Rata Share. All fees
accrued until the effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.



Amended and Restated

Five-Year Credit Agreement




33









 





     2.07 Repayment of Loans.



     (a) Each Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of its Committed Loans outstanding on such date.



     (b) Each Borrower shall repay each of its Bid Loans on the last day of the Interest Period in
respect thereof.



     2.08 Interest.



     (a) Subject to the provisions of Subsection (b) below, (i) each Eurodollar Rate Committed Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate;
(ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate; and (iii) each Bid Loan shall bear interest on the outstanding principal amount
thereof for the Interest Period therefor at a rate per annum equal to the Eurodollar Base Rate for
such Interest Period plus (or minus) the Eurodollar Bid Margin, or at the Absolute Rate for such
Interest Period, as the case may be.



     (b)   (i) If any amount of principal of any Loan is not paid when due without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by any Borrower under
any Loan Document is not paid when due (after any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists,
each Borrower shall pay interest on the principal amount of all its outstanding Obligations
hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



Amended and Restated

Five-Year Credit Agreement




34









 





     2.09 Fees. In addition to certain fees described in Subsections (i) and (j) of Section 2.04:



     (a) Facility Fee. The Borrowers, jointly and severally, agree to pay to the
Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a
facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate
Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all
Committed Loans and L/C Obligations), regardless of usage. The facility fee shall accrue at all
times during the Availability Period (and thereafter so long as any Committed Loans or L/C
Obligations remain outstanding), including at any time during which one or more of the conditions
in Article V is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand).
The facility fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect.



     (b) Utilization Fee. Each Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a utilization fee equal to the
Applicable Rate (converted to a daily rate) times the Total Outstandings with respect to
Loans made to it and L/C Obligations with respect to Letters of Credit for which it was the
Applicant or Co-Applicant for each day that the Total Outstandings of all Loans and L/C Obligations
exceed 50% of the actual daily amount of the Aggregate Commitments then in effect (or, if
terminated, in effect immediately prior to such termination). The utilization fee shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date and on the Maturity Date (and,
if applicable, thereafter on demand). The utilization fee shall be calculated quarterly in arrears
and if there is any change in the Applicable Rate during any quarter, the daily amount shall be
computed and multiplied by the Applicable Rate for each period during which such
Applicable Rate was in effect. The utilization fee shall accrue at all times, including at
any time during which one or more of the conditions in Article V is not met.



     (c) Other Fees. (i) The Borrowers shall pay to the Arrangers and the Administrative
Agent for their own respective accounts fees in the amounts and at the times specified in the Fee
Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.



     (ii) Upfront Fees. The Borrowers shall pay to the Administrative Agent for the
benefit of the Lenders the upfront fees set forth in the Fee Letters in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.



     2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base
Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest
shall accrue on each Loan for the day on which the Loan is



Amended and Restated

Five-Year Credit Agreement




35









 




made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day.




     2.11 Evidence of Debt.



     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to each
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.



     (b) In addition to the accounts and records referred to in Subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the
event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any Lender in respect
of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error.



     2.12 Payments Generally.



     (a) All payments to be made by any Borrower shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,
all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:30 p.m. on the date specified herein.
The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received by wire transfer to
such Lender’s Lending Office. All payments received by the Administrative Agent after 2:30 p.m.
shall be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.



     (b) If any payment to be made by any Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.



     (c) Unless any Borrower or any Lender has notified the Administrative Agent, prior to the date
any payment is required to be made by it to the Administrative Agent hereunder (or, in the case of
a Borrowing of Base Rate Loans, 12:30 p.m. on the date of such Borrowing), that



Amended and Restated

Five-Year Credit Agreement




36









 




such Borrower or
such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that such Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:





     (i) if such Borrower failed to make such payment, each Lender shall forthwith on
demand repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds at the Federal Funds Rate from time to time in effect;
and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to such Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the
Federal Funds Rate from
time to time in effect. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Committed Loan or Bid Loan, as the case may
be, included in the applicable Borrowing. If such Lender does not pay such amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may
make a demand therefor upon such Borrower, and such Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation Period at a rate
per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment
or to prejudice any rights which the Administrative Agent, any Lender or any Borrower or
Applicant may have against any other Lender as a result of any default by such Lender
hereunder.



     A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this Subsection (c) shall be conclusive, absent manifest error.



     (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are
not made available to any Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article V are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds
as received from such Lender) to such Lender, without interest.



     (e) The obligations of the Lenders hereunder to make Committed Loans and to fund
participations in Letters of Credit are several and not joint. The failure of any Lender to make
any Committed Loan or to fund any such participation on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Committed Loan or purchase its
participation.



Amended and Restated

Five-Year Credit Agreement




37









 





     (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in
any particular place or manner or to constitute a representation by any Lender that it has obtained
or will obtain the funds for any Loan in any particular place or manner.



     2.13 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Committed Loans made by it, or the participations in L/C Obligations held
by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such
Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from
the other Lenders such participations in the Committed Loans made by them and/or such
subparticipations in the participations in L/C Obligations held by them, as the case may be, as
shall be necessary to cause such purchasing Lender to share the excess payment in respect of such
Committed Loans or such participations, as the case may be, pro rata with each of them;
provided, however,
that if all or any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 10.06 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price
paid therefor, together with an amount equal to such paying Lender’s ratable share (according to
the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without further interest
thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender
may, to the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off, but subject to Section 10.09) with respect to such participation as fully
as if such Lender were the direct creditor of such Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Any and all payments by or on account of any obligation of each Borrower hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



Amended and Restated

Five-Year Credit Agreement




38









 





     (b) In addition, each Borrower shall pay any Other Taxes not paid pursuant to Section
3.01(a)(iii) to the relevant Governmental Authority in accordance with applicable law.



     (c) Each Borrower shall indemnify the Administrative Agent and each Lender within thirty (30)
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any
payment by or on account of any obligation of such Borrower hereunder (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and
any penalties,
interest, additions to tax and reasonable expenses arising therefrom or with respect thereto;
provided, that such Borrower shall not be obligated to make a payment pursuant to this
Section 3.01 in respect of penalties, interest and additions to tax attributable to any
Indemnified Taxes or Other Taxes, if (i) such penalties, interest and additions to tax are
attributable to the failure of the Administrative Agent or such Lender, as the case may be, to pay
amounts paid to the Administrative Agent or such Lender by such Borrower (for Indemnified Taxes or
Other Taxes) to the relevant Governmental Authority within thirty (30) days after receipt of such
payment from such Borrower or (ii) such penalties, interest and additions to tax are attributable
to the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the
case may be. Within 90 days after the Administrative Agent or such Lender learns of the imposition
of Indemnified Taxes or Other Taxes, such Person shall give notice to the relevant Borrower of the
payment by the Administrative Agent or such Lender, as the case may be, of such Indemnified Taxes
or Other Taxes, and of the assertion by any Governmental Authority that such Indemnified Taxes or
Other Taxes are due and payable, but the failure to give such notice shall not affect such
Borrower’s obligations hereunder to reimburse the Administrative Agent and such Lender for such
Indemnified Taxes or Other Taxes, except that such Borrower shall not be liable for penalties,
interest and other liabilities accrued or incurred after such 90 day period until such time as it
receives the notice contemplated above, after which time it shall be liable for penalties, interest
and other liabilities accrued or incurred prior to or during such 90 day period and accrued or
incurred after such receipt. Such Borrower shall not be liable for any penalties, interest and
other liabilities with respect to such Indemnified Taxes or Other Taxes to the extent it has
reimbursed the amount thereof to the Administrative Agent or such Lender, as the case may be. A
certificate as to the amount of such payment or liability delivered to the relevant Borrower by a
Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.



     (d) Within 30 days after any payment of Indemnified Taxes or Other Taxes by the relevant
Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



     (e) Each Foreign Lender, before it signs and delivers this Agreement if listed on the
signature pages hereof, and before it becomes a Lender in the case of each other Foreign Lender,
shall provide such Borrower and the Administrative Agent either (i) two accurate, complete and
signed originals of either (x) U.S. Internal Revenue Service Form W-8ECI or any successor form, or
(y) U.S. Internal Revenue Service Form W-8BEN or U.S. Internal Revenue Service Form W-8IMY, or any
successor form, in each case, indicating that such Lender is on the date of delivery thereof
entitled to receive payments of interest hereunder free from, or subject to a



Amended and Restated

Five-Year Credit Agreement




39









 




reduced rate of
withholding of United States Federal income tax or (ii) in the case of such a Lender that is
entitled to claim exemption from withholding of United States Federal income tax under Section
871(h) or Section 881(c) of the Code with respect to payments of “portfolio interest”, (x) a
certificate to the effect that such Lender is (A) not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (B) not a “10 percent shareholder” of any Borrower within
the meaning of Section 881(c)(3)(B) of the Code and (C) not a controlled foreign corporation
related to any Borrower within the meaning of Section 881(c)(3)(C) of the Code and (y) two
accurate, complete and signed copies of U.S. Internal Revenue Service Form W-8BEN or U.S. Internal
Revenue Service Form W-81MY, or any successor Form. To the extent permitted or required by
applicable law, from time to time thereafter, at the request of any Borrower, each Foreign Lender
shall deliver renewals or additional copies of such forms (or successor forms) on or before the
date that such form expires or becomes obsolete. Upon the written request of a Borrower to the
Administrative Agent and any Lender which is not a Foreign Lender, such Lender shall provide such
Borrower and the Administrative Agent with two accurate, complete and signed originals of the U.S.
Internal Revenue Service Form W-9.




     (f) The Administrative Agent may, without reduction, withhold any Taxes required to be
deducted and withheld from any payment under any of the Loan Documents with respect to which the
Borrowers are not required to pay additional amounts under this Section 3.01.



     (g) If the U.S. Internal Revenue Service or any other Governmental Authority asserts a claim
that the Administrative Agent did not properly withhold tax from amounts paid to or for the account
of any Lender (because the appropriate form was not delivered or properly completed, because such
Lender failed to notify the Administrative Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative
Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including
taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this
paragraph (g), together with all costs and expenses related thereto (including attorneys fees and
time charges of attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent). The obligations of the Lenders under this paragraph (g) shall survive the
payment of the Loans and termination of this Agreement.



     (h) If the Administrative Agent or any Lender determines, in its good faith judgment, that it
has actually received or realized any refund of tax or any reduction of its tax liabilities or
otherwise recovered any amount in connection with any deduction or withholding or payment of any
additional amount by any Borrower pursuant to Section 3.04 or this Section 3.01,
such Person shall reimburse such Borrower within 60 days in an amount equal to the net benefit,
after tax, and net of all reasonable out-of-pocket expenses incurred by such Person in connection
with such refund, reduction or recovery; provided, that nothing in this paragraph (h) shall require
any Person to make available its tax returns (or any other information relating to its taxes which
it deems to be confidential). In the event that the reimbursement described in the preceding
sentence is determined to have been paid to any Borrower in error, such Borrower shall return such
amount to the applicable Person within 60 days of when such Person is required to repay such refund
of tax or is not entitled to such reduction of, or credit against, its tax liabilities. If the
Administrative Agent or any Lender shall become aware that it is entitled to receive a refund or
direct credit in respect of Indemnified Taxes or Other
Taxes as to which it has been indemnified



Amended and Restated

Five-Year Credit Agreement




40









 




by any Borrower or with respect to which any
Borrower has paid additional amounts, it shall promptly notify such Borrower of the availability of
such refund or direct credit and shall, within 30 days after receipt of a request for such by such
Borrower (whether as a result of notification that it has made of such to such Borrower or
otherwise), make a claim to such Governmental Authority for such refund or direct credit and
contest such Indemnified Taxes, Other Taxes or liabilities if (i) such Borrower has agreed in
writing to pay all of such Lender’s or Administrative Agent’s reasonable out-of-pocket costs and
expenses relating to such claim or contest, (ii) such Lender or the Administrative Agent
determines, in its good faith judgment, that it would not be materially disadvantaged or prejudiced
as a result of such claim or contest (it being understood that the mere existence of fees, charges,
costs or expenses that such Borrower has offered to and agreed to pay on behalf of such Lender or
the Administrative Agent shall not be deemed to be materially disadvantageous to such person) and
(iii) such Borrower furnishes, upon request of such Lender or the Administrative Agent, an opinion
of tax counsel (such opinion and such counsel to be reasonably acceptable to such Lender or the
Administrative Agent) to the effect that such Indemnified Taxes or Other Taxes were wrongly or
illegally imposed.




     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to
make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the
Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such
Lender notifies the Administrative Agent and such Borrower that the circumstances giving rise to
such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good
faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.



     3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and
reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Committed Loan, or that the Eurodollar Base Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrowers and
each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, any Borrower may revoke any pending request by
it for a Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or, failing
that, will be deemed to have converted such request into a request for a Committed Borrowing of
Base Rate Loans in the amount specified therein.



Amended and Restated

Five-Year Credit Agreement




41









 





     3.04 Increased Cost and Reduced Return; Capital Adequacy.



     (a) If any Lender determines that as a result of the introduction of or any change in or in
the interpretation by any Governmental Authority of any Law, or such Lender’s compliance with any
request, guideline or directive of any Governmental Authority made or issued after the date hereof,
there shall be any increase in the cost to such Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of
Credit, or a reduction in the amount received or receivable by such Lender in connection with any
of the foregoing (excluding for purposes of this Subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall
govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the
United States or any foreign jurisdiction or any political subdivision of either thereof under the
Laws of which such Lender is organized, in which its principal office is located or has its Lending
Office (or in the case of a jurisdiction (or any political subdivision thereof) that imposes taxes
on the basis of management or control or other concept or principal of residence, the jurisdiction
(or any political subdivision thereof) in which such Lender is so resident), and (iii) reserve
requirements utilized, as to Eurodollar Rate Committed Loans, in the determination of the
Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to
the Administrative Agent), the applicable Borrower shall pay to such Lender such additional amounts
as will compensate such Lender for such increased cost or reduction.



     (b) If any Lender determines that the introduction of any Law regarding capital adequacy or
any change therein or in the interpretation by any Governmental Authority thereof, or compliance by
such Lender (or its Lending Office) with any request, guideline or directive of any Governmental
Authority made or issued after the date hereof, has the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy and such Lender’s desired return on capital), then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall jointly and
severally pay to such Lender such additional amounts as will compensate such Lender for such
reduction.



     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:



     (a) except as a result of circumstances set forth in Section 3.02, any continuation,
conversion, payment or prepayment of any Loan to it other than a Base Rate Loan on a day other than
the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by
reason of acceleration, or otherwise);



     (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by such Borrower; or



     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by such Borrower pursuant to Section 10.15;



Amended and Restated

Five-Year Credit Agreement






42









 




including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained.



For purposes of calculating amounts payable by any Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Committed Loan made by it
at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Committed Loan was in fact so funded.




     3.06 Matters Applicable to all Requests for Compensation.



     (a) A certificate of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth the basis for such claim and a calculation of the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.



     (b) Upon any Lender’s making a claim for compensation under Section 3.01 or
3.04, the Borrowers may replace such Lender in accordance with Section 10.15.



     3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.

REPRESENTATIONS AND WARRANTIES




     On April 23, 2004 and on the date of each Borrowing or L/C Credit Extension made under the
Original Agreement, each Borrower made the representations and warranties set forth in Article IV
of the Original Agreement. As provided in the last sentence of Section 5.02 of this
Agreement, on the date of each Borrowing or L/C Credit Extension made under this Agreement, each
Borrower represents and warrants to the Lenders, as to itself and its Subsidiaries, as applicable,
that:



     4.01 Organization; Powers. MetLife and each of its Material Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Change, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.



     4.02 Authorization; Enforceability. The Transactions are within each Borrower’s corporate powers and
have been duly authorized by all necessary corporate action. This Agreement has been duly 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.
The Support Agreement has been duly executed and delivered by and constitutes a legal, valid and
binding obligation of the Company and Funding, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization,



Amended and Restated

Five-Year Credit Agreement




43









 




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.




     4.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval
of, registration or filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not violate any applicable
law or regulation or the charter, by laws or other organizational documents of any Borrower or any
order of any Governmental Authority, and (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon any Borrower or its assets, or give rise to a
right thereunder to require any payment to be made by any Borrower.



     4.04 Financial Condition; No Material Adverse Change.



     (a) MetLife has heretofore furnished to the Lenders its audited consolidated balance sheet and
statements of earnings, equity and cash flows as of and for the fiscal year ended December 31,
2003, reported on by independent public accountants. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash flows of MetLife
and its Consolidated Subsidiaries, as of the date thereof and for such fiscal year, in accordance
with GAAP.



     (b) MetLife has heretofore furnished to each of the Lenders the annual Statutory Statement of
the Company as at and for the year ended December 31, 2003, as filed with the Applicable Insurance
Regulatory Authority. Such Statutory Statement presents fairly, in all material respects, the
financial position and results of operations of the Company, as of the date thereof and for such
year, in accordance with SAP.



     (c) Since December 31, 2003, there has been no material adverse change in the business,
assets, property or condition (financial or otherwise) of MetLife and its Subsidiaries taken as a
whole from that set forth in the respective financial statements referred to in Sections
4.04(a) and 4.04(b).



     4.05 Properties.



     (a) MetLife and each of its Material Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, except for defects in
title that, individually or in the aggregate, would not reasonably be expected to result in a
Material Adverse Change.



     (b) MetLife and each of its Material Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the
use thereof by MetLife and its Material Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Change.



     4.06 Litigation and Environmental Matters.



     (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Borrower, threatened against or affecting
MetLife or any of its Material Subsidiaries (i) as to which there would reasonably be expected to
be an adverse determination and that, if adversely determined, would



Amended and Restated

Five-Year Credit Agreement




44









 




reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Change (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.




     (b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Change, neither MetLife nor any of its Material Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.



     4.07 Compliance with Laws and Agreements. Each of MetLife and its Material Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable to it or
its property and all indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Change. No Default has occurred and is continuing.



     4.08 Investment and Holding Company Status.
Neither MetLife nor any of its Material Subsidiaries (other than Funding) is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940, and
Funding is an “investment company” as defined in such Act that is exempt from all of the provisions
of such Act. Neither MetLife nor any of its Material Subsidiaries is a “holding company” as
defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.



     4.09 Taxes. Each of MetLife and its Subsidiaries has timely filed or caused to be filed all tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to
have been paid by it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which MetLife or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected
to result in a Material Adverse Change.



     4.10 ERISA. Each Plan and, to the knowledge of MetLife, each Multiemployer Plan, is in compliance in
all material respects with, and has been administered in all material respects in compliance with,
the applicable provisions of ERISA, the Code and any other Federal or State law, and no ERISA Event
has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, would reasonably be expected to result
in a Material Adverse Change.



     4.11 Disclosure. None of the reports, financial statements, certificates or other information furnished
by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that with respect to projected financial information,
the Borrowers represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.



     4.12 Margin Stock. No part of the proceeds of any Loan hereunder will be used, whether directly or
indirectly, for any purpose that entails a violation of Regulations U and X of



Amended and Restated

Five-Year Credit Agreement




45









 




the FRB. Not more
than 25% of the value (as determined by any reasonable method) of the assets of any of the
Borrowers is represented by Margin Stock.




ARTICLE V.

CONDITIONS TO CREDIT EXTENSIONS




     5.01 Closing Date. The obligations of the Lenders to make Loans and of the L/C Issuer to issue Letters of Credit
under the Original Agreement became effective on the date on which each of the conditions set forth
in Section 5.01 of the Original Agreement were satisfied (or waived in accordance with
Section 10.01 of the Original Agreement). The Administrative Agent notified the Borrowers
and the Lenders of the Closing Date (which occurred on April 23, 2004), and such notice was
conclusive and binding.



     5.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing
or of the L/C Issuer to make any L/C Credit Extension, in either case on or after the date of the
effectiveness of this Agreement, is subject to the satisfaction of the following conditions:



     (a) The conditions set forth in Section 5.03 shall have been satisfied.



     (b) The representations and warranties of each of the Borrowers set forth in this Agreement
(other than, after the Closing Date, in Section 4.04(c) and in Section 4.06(b))
shall be true and correct on and as of the date of such Borrowing or L/C Credit Extension.



     (c) At the time of and immediately after giving effect to such Borrowing or L/C Credit
Extension, no Default shall have occurred and be continuing.



     (d) At the time of and immediately after giving effect to such Borrowing or L/C Credit
Extension, no default or event or condition which constitutes a default or which upon notice, lapse
of time or both would, unless cured or waived, become a default shall have occurred and be
continuing under the Support Agreement.



     (e) The applicable Borrower is authorized to perform its obligations in respect of the
proposed Borrowing or L/C Credit Extension.


Each Borrowing or L/C Credit Extension shall be deemed to constitute a representation and warranty
by each Borrower on the date thereof as to the matters specified in paragraphs (b), (c) and (d) of
this Section.




     5.03 Effectiveness of Amendment and Restatement. This amendment and restatement of the Original
Agreement shall be effective when:



     (a) The Administrative Agent (or its counsel) shall have received from the Borrowers, the
Required Lenders, the Syndication Agent and the Administrative Agent either (i) a counterpart of
this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page of this
Agreement) that each such party has signed a counterpart of this Agreement.



     (b) The Administrative Agent shall have received an opinion or opinions, addressed to it and
the Lenders and dated the date of the effectiveness of this Agreement, of counsel to the



Amended and Restated

Five-Year Credit Agreement




46









 




Borrowers
with respect to such matters as the Administrative Agent or
its counsel may reasonably request. The Borrowers request such counsel to deliver such
opinion or opinions.




     (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent, its counsel or any Lender may reasonably request relating to the
organization, existence and good standing of each of the Borrowers, the authorization of the
Transactions and any other legal matters relating to each of the Borrowers, the Original Agreement
or the Transactions, all in form and substance satisfactory to the Administrative Agent and its
counsel.



     (d) The Administrative Agent shall have received assurances reasonably satisfactory to it that
(i) the Company Letters of Credit have expired or have been cancelled or terminated and are no
longer outstanding, (ii) the Company has paid all amounts owing by it under the Original Agreement
on or prior to the date of the effectiveness of this Agreement and (iii) the Company has ceased to
be a party to the Original Agreement or any other Loan Document and has no further rights or
obligations under the Original Agreement, this Agreement or any other Loan Document.


The Administrative Agent shall notify the Borrowers and the Lenders of the effectiveness of this
Agreement and such notice shall be conclusive and binding.




ARTICLE VI.

AFFIRMATIVE COVENANTS




     Until the Commitments and all Letters of Credit have expired or been terminated and the
principal of and interest on each Loan and each L/C Borrowing and all fees payable hereunder shall
have been paid in full, each Borrower covenants and agrees with the Lenders that:



     6.01 Financial Statements and Other Information. MetLife will furnish to the Administrative Agent and
each Lender:



     (a) (i) as soon as available, but not later than 75 days (or in the case of fiscal years
ending on or after December 15, 2006, 60 days or such other period as may be prescribed under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder)
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 40 days
(or such other period as may be prescribed under the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder) 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, it being understood that, in each case, the Administrative Agent shall be
entitled to rely on any certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as
amended, by the chief financial officer of MetLife that accompanies such annual and quarterly
reports;



     (b) concurrently with any delivery of financial statements under clause (a) above or (except
as to clause (ii) of this paragraph (b)) clause (c) or (d) below, a certificate of a Financial
Officer of MetLife (i) certifying as to whether a Default has



Amended and Restated

Five-Year Credit Agreement




47









 




occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with
Sections 7.04 and 7.05 and (iii) stating whether any change in GAAP or SAP, as the
case may be, or in the application thereof has occurred since the date of the most recently
delivered financial statements and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;




     (c) within five days after filing with the Applicable Insurance Regulatory Authority and in
any event within 60 days after the end of each year, the annual Statutory Statement of the Company
for such year, certified by one of its Financial Officers as presenting fairly in all material
respects the financial position of the Company for such year in accordance with SAP;



     (d) within five days after filing with the Applicable Insurance Regulatory Authority and in
any event within 60 days after the end of each of the first three quarterly periods of each year,
the quarterly Statutory Statement of the Company for such period, certified by one of its Financial
Officers as presenting fairly in all material respects the financial position of the Company for
such period in accordance with SAP;



     (e) within five days after any change in a Debt Rating for a Borrower, notice of such change;
and



     (f) within ten days after knowledge of the occurrence of any ERISA Event, a description of
such ERISA Event; and



     (g) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of MetLife or any of its Material Subsidiaries, or
compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request.



     Documents required to be delivered pursuant to Section 4.04 or Section 6.01
(to the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Borrowers post such documents, or provides a link thereto on the Borrowers’
website on the Internet at the website address listed on Schedule 10.02; or (ii) on which
such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: the Borrowers
shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting
of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein,
in every instance the Borrowers shall be required to provide paper copies of the
certificate required by Section 6.01(b) to the Administrative Agent. Except for such
certificates, the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.



Amended and Restated

Five-Year Credit Agreement




48









 





     6.02 Notices of Defaults. The Borrowers will furnish to the Administrative Agent and each Lender prompt
written notice of the occurrence of any Default. Each such notice shall be accompanied by a
statement of a Financial Officer or other executive officer of MetLife setting forth the details of
the event or development requiring such notice and any action taken or proposed to be taken with
respect thereto.



     6.03 Existence; Conduct of Business. MetLife will, and will cause each of its Material Subsidiaries to,
do or cause to be done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises material to the
conduct of its business, other than those whose loss, in each case, would not reasonably be
expected to result in a Material Adverse Change; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation, dissolution or other transaction permitted under
Section 7.02.



     6.04 Payment of Obligations. MetLife will, and will cause each of its Material Subsidiaries to, pay,
before the same shall become delinquent or in default, its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Change, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) MetLife or such
Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest would not reasonably be
expected to result in a Material Adverse Change.



     6.05 Maintenance of Properties; Insurance. MetLife will, and will cause each of its Material
Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against such risks as are
customarily maintained by companies of similar size engaged in the same or similar businesses
operating in the same or similar locations.



     6.06 Books and Records; Inspection Rights. MetLife will, and will cause each of its Material
Subsidiaries to, keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and activities. MetLife
will, and will cause each of its Material Subsidiaries to, permit any representative designated by
the Administrative
Agent (and, if a Default shall have occurred and be continuing, any representatives reasonably
designated by any Lender), upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its affairs, finances and
condition (insofar as they relate to this Agreement) with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested.



     6.07 Compliance with Laws. MetLife will, and will cause each of its Material Subsidiaries to, comply
with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Change.



     6.08 Use of Proceeds. The proceeds of the Loans will be used only for general corporate purposes
(including the back-up of commercial paper) of MetLife and its Subsidiaries in the ordinary course
of business; provided that no part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of Regulations U and X of the FRB;
provided further that no part of the proceeds of any Loan will be used, whether
directly or indirectly, to acquire the capital stock or business of any other Person without the



Amended and Restated

Five-Year Credit Agreement




49









 




consent of such Person; and provided further that neither the Administrative Agent
nor any Lender shall have any responsibility as to the use of any such proceeds.




     6.09 Support Agreement. Funding will, and MetLife will cause the Company to, (a) maintain the Support
Agreement in full force and effect, and comply with the provisions thereof, and (b) not modify,
supplement or waive any of its provisions without the prior consent of the Administrative Agent
(with the approval of the Required Lenders); provided that any modification, supplement or
waiver that reduces or impairs the support provided to Funding shall require the approval of all
Lenders.



ARTICLE VII.

NEGATIVE COVENANTS




     Until the Commitments and all Letters of Credit have expired or terminated and the principal
of and interest on each Loan and each L/C Borrowing and all fees payable hereunder have been paid
in full, each Borrower covenants and agrees with the Lenders that:



     7.01 Liens. None of the Borrowers will, and MetLife will not permit the Company to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:



     (a) Permitted Encumbrances;



     (b) any Lien existing on any property or asset prior to the acquisition thereof by such
Borrower or the Company, as the case may be; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any
other property or assets of such Borrower or the Company, as the case may be, and (iii) such Lien
shall secure only those obligations which it secures on the date of such acquisition;



     (c) Liens on assets acquired, constructed or improved by such Borrower or the Company, as the
case may be; provided that (i) such Liens and the Indebtedness secured thereby are incurred
prior to or within 360 days after such acquisition or the completion of such construction or
improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such assets, and (iii) such Liens shall not apply to any other property
or assets of such Borrower or the Company, as the case may be;



     (d) Liens on any property or assets of any Person existing at the time such Person is merged
or consolidated with or into such Borrower or the Company, as the case may be, and not created in
contemplation of such event;



     (e) Liens on any real property securing Indebtedness in respect of which (i) the recourse of
the holder of such Indebtedness (whether direct or indirect and whether contingent or otherwise)
under the instrument creating the Lien or providing for the Indebtedness secured by the Lien is
limited to such real property directly securing such Indebtedness and (ii) such holder may not
under the instrument creating the Lien or providing for the Indebtedness secured by the Lien
collect by levy of execution or otherwise against assets or property of such Borrower or the
Company, as the case may be (other than such real property directly securing such Indebtedness) if
such Borrower or the Company, as the case may be, fails to pay such Indebtedness when due



Amended and Restated

Five-Year Credit Agreement




50









 




and such
holder obtains a judgment with respect thereto, except for recourse obligations that are customary
in “non-recourse” real estate transactions;




     (f) Liens arising out of Securities Transactions entered into in the ordinary course of
business and on ordinary business terms;



     (g) Structured Transaction Liens;



     (h) Liens arising out of Asset Securitizations;



     (i) Liens on Separate Accounts Assets;



     (j) Liens arising out of any real estate sale/leaseback transactions;



     (k) Liens arising in connection with Swap Contracts;



     (l) Liens on securities owned by such Borrower or the Company, as the case may be, which are
pledged to the Federal Home Loan Bank Board (the “FHLBB”) to secure loans made by the FHLBB to such
Borrower or the Company, as the case may be, in the ordinary course of business and on ordinary
business terms;



     (m) Liens on securities owned by, or obligations owed to, such Borrower or the Company, as the
case may be, that directly or indirectly secure funding agreements issued by MetLife or any
Subsidiary of MetLife (each, a “MetLife Entity”), which funding agreements directly or indirectly
secure, or provide for, the repayment of amounts that a MetLife Entity has received from the
proceeds of securities issued by a special-purpose vehicle formed for the purpose of issuing such
securities; provided that at the time of issuance such securities had a rating by a nationally
recognized rating agency higher than that which unsecured long-term debt securities issued by the
MetLife Entity that is the issuer of the applicable funding agreement would have had;



     (n) Liens not otherwise permitted by this Section 7.01 arising in the ordinary course
of the business of such Borrower or the Company, as the case may be, that do not secure any
Indebtedness; provided that the obligations secured by such Liens shall not exceed
$3,000,000,000 at any one time outstanding;



     (o) Liens not otherwise permitted by this Section 7.01; provided that the
aggregate principal amount of the Indebtedness secured by such Liens shall not exceed
$4,000,000,000 at any one time outstanding; and



     (p) any extension, renewal or replacement of the foregoing; provided that the Liens
permitted hereunder shall not be spread to cover any additional Indebtedness or assets (other than
a substitution of like assets) unless such additional Indebtedness or assets would have been
permitted in connection with the original creation, incurrence or assumption of such Lien.



     7.02 Fundamental Changes.



     (a) No Borrower will, and MetLife will not permit the Company to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with



Amended and Restated

Five-Year Credit Agreement




51









 




it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets (excluding (i) assets sold or disposed of in the ordinary course of
business or (ii) between or among MetLife and its direct and indirect wholly-owned Subsidiaries),
or (in the case of MetLife) all or any substantial part of the stock of Funding or the Company (in
each case, whether now owned or hereafter acquired), or liquidate or dissolve; provided,
however, that all or a substantial part of the stock of Funding may be transferred so long as it
remains directly or indirectly held by MetLife; and provided further, that, if at
the time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing (A) any Subsidiary of a Borrower or the Company, as the case may be, may merge into such
Borrower or the Company, as the case may be, in a transaction in which such Borrower or the
Company, as the case may be, is the surviving corporation, (B) Funding may sell, transfer, lease or
otherwise dispose of its assets to MetLife or the Company, including via liquidation, so long as
MetLife or the Company expressly assumes the obligations of Funding hereunder and under any
promissory notes issued hereunder, and (C) a Borrower or the Company, as the case may be, may merge
or consolidate with any other Person if such Borrower or the Company, as the case may be, is the
surviving corporation.




     (b) MetLife will not, and will not permit any of its Material Subsidiaries to, engage to any
material extent in any business other than (i) businesses of the type conducted by MetLife or any
of its Subsidiaries on the date of execution of this Agreement and businesses reasonably related
thereto or (ii) businesses financial in nature.



     7.03 Transactions with Affiliates. MetLife will not, and will not permit any of its Material
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other transactions (other
than service arrangements) with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to MetLife or such Material
Subsidiary than could be obtained on an arm’s length basis from unrelated third parties, and (b)
transactions between or among MetLife and its direct or indirect Subsidiaries.



     7.04 Adjusted Statutory Surplus. MetLife will not permit the Adjusted Statutory Surplus of the Company,
calculated as of the last day of each fiscal quarter of the Company, to be less than
$7,750,000,000.



     7.05 Consolidated Net Worth. MetLife will not permit its Consolidated Net Worth, calculated as of the
last day of each fiscal quarter, to be less than $15,000,000,000.



ARTICLE VIII.

EVENTS OF DEFAULT




     8.01 Events of Default. If any of the following events (“Events of Default”) shall occur:



     (a) any Borrower shall fail to pay any principal of any Loan made to it when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise or shall fail to reimburse any drawing under any Letter of Credit as to which
it was the Applicant or the Co-Applicant when and as due;



     (b) any Borrower shall fail to pay any interest on any Loan made to it or any fee or any other
amount (other than an amount referred to in clause (a) of this Article) payable under



Amended and Restated

Five-Year Credit Agreement




52









 




this
Agreement, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of five or more Business Days;




     (c) any representation or warranty made or deemed made by or on behalf of MetLife or any of
its Material Subsidiaries in or in connection with this Agreement or any amendment or modification
hereof or waiver hereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement or any amendment or modification hereof
or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed
made;



     (d) (i) any Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 6.01, 6.02 or 6.06, and such failure shall continue
unremedied for a period of five Business Days after notice thereof from the Administrative Agent to
the relevant Borrower (which notice will be given at the request of any Lender); or (ii) any
Borrower shall fail to observe or perform any covenant, condition or agreement contained in
Section 6.03 or 6.09 or in Article VII;



     (e) any Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the relevant Borrower (which notice will be given at the request of any
Lender);



     (f) MetLife or any of its Material Subsidiaries shall fail to make payments (whether of
principal or interest and regardless of amount) on Material Indebtedness, when and as the same
shall become due and payable;



     (g) any event or condition occurs that results in Material Indebtedness becoming due prior to
the scheduled maturity of such Material Indebtedness or that enables or permits (with or without
the giving of notice, the lapse of time or both) the holder or holders of Material Indebtedness or
any trustee or agent on its or their behalf to cause Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;



     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of MetLife or any of its
Material Subsidiaries or its debts, or of a substantial part of its assets, under any Debtor Relief
Laws now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for MetLife or any or its Material Subsidiaries or
for a substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;



     (i) MetLife or any of its Material Subsidiaries shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief
Laws now or hereafter in effect, (ii) consent to the institution of, or fail to contest



Amended and Restated

Five-Year Credit Agreement




53









 




in a
timely and appropriate manner, any proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for MetLife or any or its Material Subsidiaries or for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing;




     (j) MetLife or any of its Material Subsidiaries shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;



     (k) one or more judgments for the payment of money in an aggregate amount in excess of
$300,000,000 (or its equivalent in any other currency) shall be rendered against MetLife, any
Material Subsidiary of MetLife or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be effectively stayed; or



     (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in liability of MetLife and its Material Subsidiaries in an aggregate amount exceeding
$200,000,000 in any year.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
with notice to the Borrowers, take any or all of the following actions:



     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;



     (c) require that each Borrower Cash Collateralize its L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and



     (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law;



provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans to any Borrower and any obligation of the L/C Issuer to
make L/C Credit Extensions to the Borrowers shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case without further act of
the Administrative Agent or any Lender.



Amended and Restated

Five-Year Credit Agreement





54










 





     8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the proviso to Section
8.02), any amounts received on account of the Obligations of any Borrower shall be applied by
the Administrative Agent in the following order:



     First, to payment of that portion of such Borrower’s Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;



     Second, to payment of that portion of such Borrower’s Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to
the Lenders (including Attorney Costs and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second payable to
them;



     Third, to payment of that portion of such Borrower’s Obligations constituting accrued
Letter of Credit Fees and unpaid interest on the Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Third payable to
them;



     Fourth, to payment of that portion of such Borrower’s Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders in proportion to the
respective amounts described in this clause Fourth held by them;



     Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of such Borrower’s L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full,
to such Borrower or as otherwise required by Law.


Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as
they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.




ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authorization of Administrative Agent.



     (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together
with such powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or



Amended and Restated

Five-Year Credit Agreement




55









 




Participant, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against
the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of
the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.




     (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and the L/C Issuer shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and agreements for letters
of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as
used in this Article IX and in the definition of “Agent-Related Person” included the L/C
Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with
respect to the L/C Issuer.



     9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel and other consultants or experts concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible to the Lenders for the
negligence or misconduct of any agent or attorney-in-fact selected by the Administrative Agent in
good faith after due inquiry.



     9.03 Liability of Administrative Agent. No Agent-Related Person shall (a) be liable for any action
taken or omitted to be taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or Participant for any recital, statement, representation or warranty
made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any other Loan Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document
to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or Participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate
thereof.



9.04 Reliance by Administrative Agent.




     (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons, and upon advice and



Amended and Restated

Five-Year Credit Agreement




56









 







statements
of legal counsel (including counsel to any Loan Party), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the
Required Lenders (or such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.




     (b) For purposes of determining compliance with the conditions specified in Section
5.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed date of the effectiveness
of this Agreement specifying its objection thereto.



     9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender or a Borrower
referring to this Agreement, describing such Default and stating that such notice is a “notice of
default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to such Default as may be directed by the
Required Lenders in accordance with Article VIII; provided, however, that
unless and until the Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of the Lenders.



     9.06 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to the Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or
other regulatory Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender also
represents that it will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action


Amended and Restated

Five-Year Credit Agreement



57









 







under this Agreement
and the other Loan Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come
into the possession of any Agent-Related Person.




     9.07 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan
Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that (a) no Lender shall
be liable for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful
misconduct, provided, however, that no action taken in accordance with the express
directions of the Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section, and (b) no Lender shall be liable for the payment of any
portion of an Indemnified Liability pursuant to this Section unless such Indemnified Liability was
incurred by the Administrative Agent in its capacity as such or by another Agent-Related Person
acting for the Administrative Agent in such capacity. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section
shall survive termination of the Aggregate Commitments, the payment of all other Obligations and
the resignation of the Administrative Agent.



     9.08 Administrative Agent in its Individual Capacity. Bank of America and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as any other Lender and
may exercise such rights and powers as though it were not the Administrative Agent or the L/C
Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.



Amended and Restated

Five-Year Credit Agreement




58









 








     9.09 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent
upon 30 days’ notice to the Lenders and the Borrowers; provided that any such notice of resignation
by Bank of America shall also constitute its notice of resignation as L/C Issuer. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among
the Lenders a successor administrative agent for the Lenders, which successor administrative agent
shall be consented to by the Borrowers at all times other than during the existence of an Event of
Default (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and
the Borrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder and the receipt of any necessary approvals
from the beneficiaries of any Letters of Credit and from insurance regulatory authorities, the
Person acting as such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and L/C Issuer, the respective terms “Administrative
Agent” and “L/C Issuer” shall mean such successor administrative agent and Letter of Credit issuer,
the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be
terminated and the retiring L/C Issuer’s rights, powers and duties as such shall be terminated,
without any other or further act or deed on the part of such retiring L/C Issuer or any other
Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or to
make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the
obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this
Article IX and Section 10.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above; provided, however, that the retiring
Administrative Agent shall remain the L/C Issuer.



     9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether
the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.04(i) and (j), 2.09 and 10.05) allowed in such
judicial proceeding; and



Amended and Restated

Five-Year Credit Agreement




59









 








     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.05.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.



     9.11 Other Agents; Joint Lead Arrangers and Book Managers. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a “syndication agent,”
“documentation agent,” or “arranger,” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other
Persons so identified in deciding to enter into this Agreement or in taking or not taking action
hereunder.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrowers, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver
or consent shall:



     (a) waive any condition set forth in Section 5.01 without the written consent of each
Lender;



     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees
or


Amended and Restated

Five-Year Credit Agreement



60









 







other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the applicable Borrower to pay interest or Letter of Credit Fees at the Default Rate;




     (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender; or



     (f) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iii) Section 10.07(h) may not be amended, waived or otherwise modified without
the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; and (iv) each Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender.




     10.02 Notices and Other Communications; Facsimile Copies.



     (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile or other
electronic transmission). All such written notices shall be mailed certified or registered mail,
faxed or delivered to the applicable address, facsimile number or (subject to Subsection (b)
below) electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Borrowers, the Administrative Agent or the L/C Issuer, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on
Schedule 10.02 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties;
and




     (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrowers, the Administrative Agent and the L/C Issuer.


Amended and Restated

Five-Year Credit Agreement



61









 






Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in Subsection (b) below,
shall be effective as provided in such Subsection (b). Each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to
which notices and other communications may be sent to such Lender and (ii) accurate wire
instructions for such Lender.




     (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such
Lender has notified the Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or any Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.



     (c) The Platform. The Borrowers hereby acknowledge that the Administrative Agent will
make available to the Lenders and the L/C Issuer materials and/or information provided by or on
behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”).
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any
Agent-Related Person (collectively, the “Agent Parties”) have any liability to any
Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities
or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or
the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to any Borrower, any Lender, the L/C Issuer or any
other Person for indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages). The Borrowers also acknowledge and agree that unless conspicuously
labeled “PUBLIC” by the Borrowers, all Borrower Materials to be posted on the Platform or otherwise
provided to the Lenders shall be treated by the Administrative Agent as material non-public
information with respect to the Borrowers, their




Amended and Restated

Five-Year Credit Agreement




62









 






respective Affiliates or their securities and such
Borrower Materials shall not be provided to any Lenders that do not wish to receive such material
non-public information.




     (d) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.



     (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan
Notices) reasonably believed by them to be genuine and to have been given by or on behalf of the
Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or
were not preceded or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall
jointly and severally indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each notice reasonably
believed by them to be genuine and to have been given by or on behalf of the Borrowers. All
telephonic notices to and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.



     10.04 [Intentionally Omitted].



     10.05 Costs, Expenses and Indemnification.



     (a) Each Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Agent-Related Persons, including reasonable Attorney Costs, in
connection with the syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and
(ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.



Amended and Restated

Five-Year Credit Agreement




63









 





     (b) Each Borrower shall indemnify the Administrative Agent and each Lender and the directors,
officers, employees, agents, advisors and Affiliates of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the use or proposed use of the proceeds
of any Loan made to such Borrower or any Letter of Credit as to which such Borrower was the
Applicant or the Co-Applicant, or (ii) any actual or prospective claim, litigation, investigation
or proceeding relating thereto, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto (the “Indemnified Liabilities”);
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.



     (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the
Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to
pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as
such.



     (d) To the extent permitted by applicable law, the Borrowers shall not assert, and each
Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds
thereof.



     (e) No Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement.



     (f) The agreements in this Section shall survive the resignation of the Administrative Agent,
the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.



     10.06 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made
to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its
right of set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, rehabilitator, conservator, custodian, liquidator,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent upon demand its applicable share of any amount so recovered from or


Amended and Restated

Five-Year Credit Agreement




64









 






repaid
by the Administrative Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.




     10.07 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that the
Borrowers may not assign or otherwise transfer any of their respective rights or obligations
hereunder without the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of Subsection (d) of this Section, (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Subsection (f) of this Section, or
(iv) to an SPC in accordance with the provisions of Subsection (h) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in Subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



     (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitment and
the Loans (including for purposes of this Subsection (b), participations in L/C Obligations) at the
time owing to it); provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined
in Subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrowers otherwise consent (each such consent not to be unreasonably withheld or
delayed); provided that concurrent assignments to members of an Assignee Group (as defined
in Schedule 10.07) and concurrent assignments from members of an Assignee Group to a single
Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as
a single assignment for purposes of determining whether such minimum amount has been met; (ii) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans, the risk
participations in Letters of Credit or the Commitment assigned, except that this clause (ii) shall
not apply to rights in respect of Bid Loans; (iii) any assignment of a Commitment must be approved
by the Administrative Agent and the L/C Issuer (which approval shall not be unreasonably withheld
or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the assignment shall
contain a representation by the Eligible Assignee to the effect that none of the consideration used
to make the purchase of the Commitment and Loans under the applicable Assignment and Assumption
constitutes “plan assets” as defined under ERISA and



Amended and Restated

Five-Year Credit Agreement



65









 






that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA; and (v) the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee as set forth on Schedule 10.07.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Subsection (c)
of this Section from and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.05
with respect to facts and circumstances occurring prior to the effective date of such assignment).
Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this Subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with Subsection (d) of
this Section.




     (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrowers at any reasonable time and from time to
time upon reasonable prior notice. In addition, at any time that a request for a consent for a
material or other substantive change to the Loan Documents is pending, any Lender may request and
receive from the Administrative Agent a copy of the Register.



     (d) Any Lender may at any time, without the consent of, or notice to, any Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or a Borrower
or any of a Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations)
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that directly affects
such Participant. Subject to Subsection (e) of this Section, the Borrowers agree that each
Participant shall be


Amended and Restated

Five-Year Credit Agreement




66









 






entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Subsection (b) of this Section. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.09 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.13 as though it were a
Lender.




     (e) A Participant shall not be entitled to receive any greater payment under Section
3.01 or 3.04 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers’ prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrowers are notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01 as though
it were a Lender.



     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     (g) As used herein, the following terms have the following meanings:




     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an
Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the
Administrative Agent and the L/C Issuer, and (ii) unless an Event of Default has occurred
and is continuing, the Borrowers (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include any Borrower or any of the Borrowers’ Affiliates or Subsidiaries.




     “Fund” means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.




     “Approved Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.



     (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time
to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option
to provide all or any part of any Committed Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Committed Loan or any L/C Obligation, and (ii) if an
SPC elects not to exercise such option or otherwise fails to make all or any part of such Committed
Loan, the Granting Lender shall be obligated to make such Committed Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required
under Section 2.12(c)(ii). Each party hereto hereby agrees



Amended and Restated

Five-Year Credit Agreement



67









 







that (i) neither the grant to
any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrowers under this Agreement (including its
obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record hereunder. The
making of a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Committed Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United
States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC
may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and
without paying any processing fee therefor, assign all or any portion of its right to receive
payment with respect to any Committed Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of Committed Loans to any
rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.




     (i) Notwithstanding anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to Subsection (b) above, Bank of America may, upon
30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers
to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If
Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right
to require the Lenders to make Base Rate Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.04(c)). Upon the appointment of a successor L/C
Issuer and the receipt of any necessary approvals from any beneficiaries of any Letters of Credit
and any insurance regulatory authorities, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of
America to effectively assume the obligations of Bank of America with respect to such Letters of
Credit.



     10.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the


Amended and Restated

Five-Year Credit Agreement



68









 







extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to any Borrower and its obligations, (g) with the consent of any Borrower or (h) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than any Borrower. In the event that any Lender becomes legally
compelled to disclose any confidential Information pursuant to paragraph (c) of this Section
10.08, such Lender shall, to the extent permitted by law, give prompt written notice of that
fact to the Borrowers prior to the disclosure so that the Borrowers may seek an appropriate remedy
to prevent or limit such disclosure and the Lenders shall cooperate reasonably (at the expense of
the Borrowers) with the Borrowers in seeking such remedy. For purposes of this Section,
“Information” means all information received from any Borrower or any of its Subsidiaries
relating to any Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by any Borrower or any Subsidiary, provided that, in the case of
information received from any Borrower or any Subsidiary after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
(a) the Information may include material non-public information concerning the Borrowers, (b) it
has developed compliance procedures regarding the use of material non-
public information and (c) it will handle such material non-public information in accordance with
applicable Law, including Federal and state securities Laws.




     10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the
occurrence and during the continuance of any Event of Default, each Lender is authorized at any
time and from time to time, without prior notice to any Borrower, any such notice being waived by
the Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the account of the
respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any
other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a currency different
from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the
Borrowers and the Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.



     10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not


Amended and Restated

Five-Year Credit Agreement



69









 







exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.




     10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all
prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a
conflict with this Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.



     10.13 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



     10.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



10.15 Mitigation of Obligations; Replacement of Lenders.




     (a) If any Lender requests compensation under Section 3.04, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 3.01, then such Lender shall, upon the request of such



Amended and Restated

Five-Year Credit Agreement




70









 







Borrower, use reasonable efforts to designate a different Lending Office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.04 or 3.01, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




     (b) Under any circumstances set forth herein providing that the Borrowers shall have the right
to replace a Lender as a party to this Agreement, the Borrowers may, upon notice to such Lender and
the Administrative Agent, replace such Lender by causing such Lender to assign its Commitment (with
the assignment fee to be paid by the Borrowers in such instance) pursuant to Section
10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers;
provided, however, that if the Borrowers elect to exercise such right with respect
to any Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders
that have made requests for compensation on a similar basis and in a similar amount pursuant to
Section 3.01 or 3.04. Upon the making of any such assignment, the Borrowers shall
(x) pay in full any amounts payable pursuant to Section 3.05 and (y) provide appropriate
assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may
reasonably require with respect to any continuing obligation to fund participation interests in any
L/C Obligations then outstanding.



10.16 Governing Law.




     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE EXTENT LEGALLY PERMISSIBLE,
EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. TO THE EXTENT LEGALLY PERMISSIBLE, EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.


Amended and Restated

Five-Year Credit Agreement



71









 





     10.17 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



     10.18 USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrowers and any other
Applicants, which information includes the name and address of the Borrowers and any other
Applicants and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrowers and any other Applicants in accordance with the Act.



[REMAINDER OF THIS PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]




Amended and Restated

Five-Year Credit Agreement




72









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	METLIFE, INC.	 	 
	 
	 

	 	By:	 	/s/ Anthony J.
Williamson 	 	 	 	 
	 	 	 	 	 	 	   
	 

	 	 	 	Name:	 	Anthony J.
Williamson 
	 

	 	 	 	 	 	 

	 	  
	 

	 	 	 	Title:	 	SVP & Treasurer 	 	 
	 

	 	 	 	 	 	 

	 	  






Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 








	 	 	 	 	 	 	 	 	 
	 	 	METLIFE FUNDING, INC.	 	 
	 
	 

	 	By:	 	/s/ Anthony J.
Williamson 	 	 
	 	 	 	 	 	 	   
	 

	 	 	 	Name:	 	Anthony J.
Williamson 
	 

	 	 	 	 	 	 

	 	  
	 

	 	 	 	Title:	 	Chairman,
President & CEO 	 	 
	 

	 	 	 	 	 	 

	 	  






Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement





 










 





	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, as

Administrative Agent and as L/C Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey M.
Shaver 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jeffrey M.
Shaver 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as a Lender and as Syndication Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Hanke 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Karen Hanke 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Erin
O’Rourke 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Erin
O’Rourke 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Dodd 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David Dodd 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James Neira 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James Neira 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ruth Leung 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Ruth Leung 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John S. McGill 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	John S. McGill 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	HSBC BANK USA,
NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kenneth J.
Johnson 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kenneth J. Johnson 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK, FSB, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Janine M. Shugan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Janine M. Shugan 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	MELLON BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald G.
Cassidy, Jr. 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Donald G.
Cassidy, Jr. 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice
President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frank Stepan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Frank Stepan 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L.
Tavrow 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Richard L.
Tavrow 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director, Banking
Products Services, US 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Irja R. Otsa 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director,
Banking Products Services, US 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Neil R. Stein 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Neil R. Stein 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael DeMarco 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Michael DeMarco 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Laurent
Vanderzyppe 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Laurent
Vanderzyppe 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director 
	 

	 	 	 	 	 	 	 	 
	 
	 

	 	By:	 	/s/ Marguerite L.
Lebon 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Marguerite L.
Lebon 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alison A. McGuigan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Alison A. McGuigan 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL
ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kirk Seagers 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kirk Seagers 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	STATE STREET BANK AND TRUST
 COMPANY, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lise Anne
Boutiette 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Lise Anne
Boutiette 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a
 Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Konstantos 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	John Konstantos 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND	 	 
	 

	 	By:	 	Greenwich Capital
Markets, Inc., as agent for
The Royal Bank of Scotland
plc 
as a lender	 	 
	 
	 

	 	By:	 	/s/ David Howes 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David Howes 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to MetLife

Amended and Restated

Five-Year Credit Agreement