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                                                                   EXHIBIT 10.21


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                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                 April 25, 2001

                                      among

                                  METLIFE, INC.
                       METROPOLITAN LIFE INSURANCE COMPANY
                             METLIFE FUNDING, INC.,
                                  as Borrowers

                            The LENDERS Party Hereto

                         LEHMAN COMMERCIAL PAPER, INC.,
                            THE CHASE MANHATTAN BANK,
                                 CITIBANK, N.A.
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                            as Co-Syndication Agents

                                       and

                              BANK OF AMERICA, N.A.
                             as Administrative Agent

                                 $1,250,000,000

                         BANC OF AMERICA SECURITIES LLC,
                     as Sole Lead Arranger and Book Manager


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I    Definitions.......................................................1

   SECTION  1.1     Defined Terms..............................................1

   SECTION  1.2     Classification of Loans and Borrowings....................15

   SECTION  1.3     Terms Generally...........................................15

   SECTION  1.4     Accounting Terms; GAAP; SAP...............................16

ARTICLE II          The Credits...............................................16

    SECTION  2.1    Commitments...............................................16

    SECTION  2.2    Loans and Borrowings......................................16

    SECTION  2.3    Requests for Revolving Borrowings.........................17

    SECTION  2.4    Competitive Bid Procedure.................................18

    SECTION  2.5    Funding of Borrowings.....................................20

    SECTION  2.6    Interest Elections........................................21

    SECTION  2.7    Termination and Reduction of Commitments..................22

    SECTION  2.8    Repayment of Loans; Evidence of Debt......................23

    SECTION  2.9    Prepayment of Loans.......................................24

    SECTION  2.10   Fees......................................................24

    SECTION  2.11   Interest..................................................25

    SECTION  2.12   Alternate Rate of Interest................................26

    SECTION  2.13   Increased Costs...........................................26

    SECTION  2.14   Break Funding Payments....................................27

    SECTION  2.15   Taxes.....................................................28

    SECTION  2.16   Payments Generally; Pro Rata Treatment;
                    Sharing of Set-offs.......................................29

    SECTION  2.17   Mitigation Obligations; Replacement of Lenders............30

    SECTION  2.18   Extension of Termination Date.............................31

    SECTION  2.19   Extension of Maturity Date................................33

ARTICLE III  THE LETTERS OF CREDIT............................................33

    SECTION  3.1    Amounts and Terms of L/C Commitments......................33

    SECTION  3.2    Issuance, Amendment and Renewal of Letters of Credit......34

    SECTION  3.3    Drawing and Reimbursements................................35

    SECTION  3.4    Repayment of L/C Advances ................................38

    SECTION  3.5    Role of the Lenders ......................................38


                                      (i)
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                                TABLE OF CONTENTS
                                   (Continued)

                                                                            Page
                                                                            ----
    SECTION  3.6    Obligations Absolute .....................................39

    SECTION  3.7    Risk Participations, Drawings and Reimbursements .........40

    SECTION  3.8    Cash Collateral Pledge; Repayment of L/C Advances.........40

    SECTION  3.9    Letter of Credit Fees.....................................40

    SECTION  3.10   Uniform Customs and Practice .............................41

    SECTION  3.11   Applicant.................................................41

ARTICLE IV   REPRESENTATIONS AND WARRANTIES...................................41

    SECTION  4.1    Organization; Powers......................................41

    SECTION  4.2    Authorization; Enforceability.............................41

    SECTION  4.3    Governmental Approvals; No Conflicts......................42

    SECTION  4.4    Financial Condition; No Material Adverse Change...........42

    SECTION  4.5    Properties................................................42

    SECTION  4.6    Litigation and Environmental Matters......................42

    SECTION  4.7    Compliance with Laws and Agreements.......................43

    SECTION  4.8    Investment and Holding Company Status.....................43

    SECTION  4.9    Taxes.....................................................43

    SECTION  4.10   ERISA.....................................................43

    SECTION  4.11   Disclosure................................................43

    SECTION  4.12   Margin Stock..............................................44

ARTICLE V    CONDITIONS.......................................................44

    SECTION  5.1    Effective Date............................................44

    SECTION  5.2    Each Credit Event.........................................45

ARTICLE VI   AFFIRMATIVE COVENANTS............................................45

    SECTION  6.1    Financial Statements and Other Information................45

    SECTION  6.2    Notices of Defaults.......................................46

    SECTION  6.3    Existence; Conduct of Business............................46

    SECTION  6.4    Payment of Obligations....................................46

    SECTION  6.5    Maintenance of Properties; Insurance......................46

    SECTION  6.6    Books and Records; Inspection Rights......................47

    SECTION  6.7    Compliance with Laws......................................47

    SECTION  6.8    Use of Proceeds...........................................47


                                      (ii)
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                                TABLE OF CONTENTS
                                   (Continued)

                                                                            Page
                                                                            ----
    SECTION  6.9    Support Agreement.........................................47

ARTICLE VII  NEGATIVE COVENANTS...............................................47

    SECTION  7.1    Liens.....................................................47

    SECTION  7.2    Fundamental Changes.......................................49

    SECTION  7.3    Transactions with Affiliates..............................49

    SECTION  7.4    Adjusted Statutory Surplus................................49

ARTICLE VIII EVENTS OF DEFAULT................................................49

ARTICLE IX   AGENTS...........................................................52

    SECTION  9.1    Administrative Agent......................................52

    SECTION  9.2    L/C Administrator.........................................54

    SECTION  9.3    Co-Syndication Agents.....................................54

ARTICLE X    MISCELLANEOUS....................................................54

    SECTION  10.1   Notices...................................................54

    SECTION  10.2   Waivers; Amendments.......................................54

    SECTION  10.3   Expenses; Indemnity: Damage; Waiver.......................55

    SECTION  10.4   Successors and Assigns....................................56

    SECTION  10.5   Survival..................................................59

    SECTION  10.6   Counterparts; Integration; Effectiveness..................59

    SECTION  10.7   Severability..............................................60

    SECTION  10.8   Right of Setoff...........................................60

    SECTION  10.9   Governing Law; Jurisdiction; Consent to
                    Service of Process........................................60

    SECTION  10.10  WAIVER OF JURY TRIAL......................................61

    SECTION  10.11  Headings..................................................61

    SECTION  10.12  Confidentiality...........................................61

    SECTION  10.13  Existing Agreement .......................................62


                                     (iii)
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                                TABLE OF CONTENTS
                                   (Continued)

                                                                        Page
                                                                       ------
SCHEDULES:

Schedule 2.1 - Commitments and L/C Commitments
Schedule 4.6 -- Disclosed Matters


EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Counsel to the Borrowers
Exhibit C - Form of L/C Application


                                      (iv)
<PAGE>   6
            364-DAY CREDIT AGREEMENT dated as of April 25, 2001, among METLIFE,
INC. ("MetLife") METROPOLITAN LIFE INSURANCE COMPANY (the "Company") and METLIFE
FUNDING INC. ("Funding" and together with the Company and MetLife, the
"Borrowers"); the LENDERS party hereto; LEHMAN COMMERCIAL PAPER, INC., THE CHASE
MANHATTAN BANK, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication
Agents and BANK OF AMERICA, N.A., as Administrative Agent.

         The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.1 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Additional Commitment Lender" has the meaning set forth in Section
2.18.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Adjusted Statutory Surplus" means, at any time, the sum of (i)
Statutory Surplus (calculated in accordance with the NAIC Statements, page 3,
column 1, line 38) plus (ii) Asset Valuation Reserve (calculated in accordance
with the NAIC Statements, page 3, column 1, line 24.1).

            "Administrative Agent" means Bank of America, N.A., in its capacity
as administrative agent for the Lenders hereunder.

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

            "Affiliate" means, with respect to a specified 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 10.4(b), any special purpose funding
vehicle that funds itself principally in the commercial paper market shall not
constitute an Affiliate of any Lender.

            "Agent-Related Persons" means the Administrative Agent, the L/C
Administrator and any successor agent or letter of credit administrator arising
under Section 9.1, together with



                            364-Day Credit Agreement
                                      1
<PAGE>   7
their respective Affiliates (including, in the case of BofA, the Arranger), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.

            "Alternate Base Rate" means a fluctuating rate per annum equal to
the higher of: (a) 0.50% per annum above the Federal Funds Effective Rate; and
(b) the rate of interest in effect for such day as publicly announced from time
to time by BofA as its "prime rate." (The "prime rate" is a rate set by BofA
based upon various factors including BofA'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 the reference rate announced by BofA shall take effect
at the opening of business on the day specified in the public announcement of
such change.

            "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 Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

            "Applicable Letter of Credit Fee Rate" means 0.19% at all times.

            "Applicable Rate" means 0.19% until the Termination Date and 0.29%
thereafter.

            "Applicant" means, with respect to a particular letter of credit,
the Borrower or other Subsidiary of MetLife applying for such Letter of Credit
pursuant to Section 3.2.

            "Arranger" means Banc of America Securities LLC, as sole Lead
Arranger and Bank Manager.

            "Asset Securitization" means a public or private transfer of
installment receivables, credit card receivables, lease 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 Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.4), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of Termination Date and the date of
termination of the Commitments.

            "Beneficiary" means any Person for whose benefit a Letter of Credit
has been Issued hereunder.



                            364-Day Credit Agreement
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<PAGE>   8
            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "BofA" means Bank of America, N.A.

            "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect.

            "Borrowing Request" means a request by a Borrower for a Revolving
Borrowing in accordance with Section 2.3.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City or Dallas are authorized or
required by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Cash Collateral" means cash or account balances delivered as
collateral to secure L/C Obligations pursuant to documentation in form and
substance satisfactory to the Administrative Agent.

            "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 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.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.



                            364-Day Credit Agreement
                                       3
<PAGE>   9
            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

            "Co Applicant" means a Borrower acting as co applicant for an
Applicant with respect to a particular Letter of Credit.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans hereunder, Issue Letters of Credit or
participate in Letters of Credit, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.7,
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.4. The initial amount of each Lender's
Commitment is set forth on Schedule 2.1, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $1,250,000,000.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.4.

            "Competitive Bid Rate" means, with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request by a Borrower for
Competitive Bids in accordance with Section 2.4.

            "Competitive Loan" means a Loan made pursuant to Section 2.4.

            "Consent Date" has the meaning assigned to such term in Section
2.18.

            "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.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 4.6.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "Drawing Request" has the meaning specified in Section 3.3(a).


                            364-Day Credit Agreement
                                       4
<PAGE>   10
            "Drawing Request Date" has the meaning specified in Section 3.3(a).

            "Effective Amount" means, with respect to any outstanding L/C
Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any Issuances of Letters of Credit occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements of outstanding unpaid drawings
under any Letter of Credit or any reduction in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

            "Effective Date" means the date on which the conditions specified in
Section 5.1 are satisfied (or waived in accordance with Section 10.2).

            "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.

            "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
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); (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


                            364-Day Credit Agreement
                                       5
<PAGE>   11
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", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

            "Event of Default" has the meaning assigned to such term in Article
VIII.

            "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 or franchise taxes imposed
on (or measured by) its net income by the United States of America, or by the
jurisdiction 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, (b) 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 (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 2.17(b)), any withholding tax that 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) or is attributable to such Foreign Lender's
failure to comply with Section 2.15(e), 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 2.15(a).

            "Existing Termination Date" has the meaning assigned to such term in
Section 2.18.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by BofA from three Federal funds brokers of recognized
standing selected by it.

            "Fee Letter" has the meaning set forth in Section 2.10.

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

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.


                            364-Day Credit Agreement
                                       6
<PAGE>   12
            "Fixed Rate Loan" means a Competitive Loan bearing interest at a
Fixed Rate.

            "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.

            "Fronting Bank" means BofA.

            "Funding" means MetLife Funding, Inc., a Delaware corporation.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
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 10.4(i).

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

            "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.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.


                            364-Day Credit Agreement
                                      7
<PAGE>   13
            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances, and
(k) all Surplus Relief Reinsurance ceded by such Person. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Interest Election Request" means a request by any Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.6.

            "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period, and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90 days' duration (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

            "Interest Period" means (a) with respect to any Eurodollar Revolving
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as a Borrower may elect, (b) with respect to any
Eurodollar Competitive Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as specified in the applicable
Competitive Loan Request and (c) with respect to any Fixed Rate Borrowing, the
period (which shall not be less than 7 days or more than 360 days) commencing on
the date of such Borrowing



                            364-Day Credit Agreement
                                       8
<PAGE>   14
and ending on the date specified in the applicable Competitive Bid Request;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period and
(iii) any Interest Period that would otherwise end after the Maturity Date shall
not be available hereunder. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

            "Issuance Date" has the meaning specified in Section 3.1(a).

            "Issue" means, with respect to any Letter of Credit, to issue, to
amend or to extend the expiry of, or to renew or increase the amount of, such
Letter of Credit; and the terms "Issued," "Issuing" and "Issuance" have
corresponding meanings.

            "Issuing Lender" means each Lender other than any Lender designated
as a Participating Lender under Section 3.1(a) as to a particular Letter of
Credit.

            "Lenders" means the Persons listed on Schedule 2.1 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

            "Letters of Credit" means any letters of credit Issued by the
Lenders pursuant to Article III.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period,

            (a) the rate per annum (carried out to the fifth decimal place)
equal to the rate determined by Administrative Agent to be the offered rate that
appears on the page of the Telerate Screen that displays an average British
Bankers Association Interest Settlement Rate for deposits in dollars (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or

            (b) in the event the rate referenced in the preceding subsection (a)
does not appear on such page or service or such page or service shall cease to
be available, the rate per annum (carried out to the fifth decimal place) equal
to the rate determined by Administrative Agent to be the offered rate on such
other page or other service that displays an average British Bankers Association
Interest Settlement Rate for deposits in dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of


                            364-Day Credit Agreement
                                       9
<PAGE>   15
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, or

            (c) in the event the rates referenced in the preceding subsections
(a) and (b) are not available, the rate per annum determined by Administrative
Agent as the rate of interest at which dollar deposits (for delivery on the
first day of such Interest Period) in same day funds in the approximate amount
of the applicable Offshore Rate Loan and with a term equivalent to such Interest
Period would be offered by its London Branch to major banks in the offshore
dollar market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

            "Loans" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.

            "L/C Administrator" means BofA's Letter of Credit Operations located
at 333 S. Beaudry Ave., 19th Floor, Los Angeles, California 90017, as letter of
credit administrator for the Lenders, together with any replacement L/C
Administrator arising under Section 9.2.

            "L/C Advance" means each Lender's participation in any L/C Borrowing
in accordance with its L/C Percentage.

            "L/C Advance Date" has the meaning specified in Section 3.3(c).

            "L/C Amendment Application" means an application form for amendment
of an outstanding letter of credit as shall at any time be in use by the L/C
Administrator, as the L/C Administrator shall reasonably request.

            "L/C Application" means an application form in substantially the
form attached as Exhibit C for issuances of a letter of credit as shall at any
time be in use at the L/C Administrator, as the L/C Administrator shall
reasonably request.

            "L/C Borrowing" means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been reimbursed by a
Borrower on the date when made.

            "L/C Commitment" means the commitment of each Lender to severally
Issue Letters of Credit from time to time under Article III, in an amount not to
exceed at any time outstanding the amount set forth on Schedule 2.1, as reduced
pursuant to Section 2.7 or changed


                            364-Day Credit Agreement
                                       10
<PAGE>   16
by one or more assignments under Section 10.4. The combined L/C Commitments on
the date hereof are $250,000,000.

            "L/C Obligations" means with respect to any Lender at any time the
sum of (a) such Bank's L/C Percentage of the aggregate undrawn amount of all
Letters of Credit then outstanding, plus (b) the amount of such Bank's L/C
Advances.

            "L/C Percentage" means each Lender's percentage share of the
Commitments.

            "L/C-Related Documents" means the Letters of Credit, the L/C
Applications, the L/C Amendment Applications and any other document relating to
any Letter of Credit, including any of the L/C Administrator's standard form
documents for letter of credit issuances or amendments, provided, however, that
in instances in which the Letter of Credit is to provide security for a
reinsurance reserve credit, the form of Letter of Credit shall be in compliance
with all applicable reinsurance laws and regulations.

            "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

            "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 Hedging Agreements, of MetLife or any
of its Material Subsidiaries in an aggregate principal amount exceeding
$200,000,000 (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 Hedging Agreement
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 Hedging Agreement 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.

            "Maturity Date" means the Termination Date, except that the Maturity
Date may be extended pursuant to Section 2.19 hereof.


                            364-Day Credit Agreement
                                       11
<PAGE>   17
            "MetLife" means MetLife, Inc., a Delaware corporation.

            "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.

            "Non-extending Lender" has the meaning set forth in Section 2.18.

            "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.

            "Participant" has the meaning set forth in Section 10.4(e).

            "Participating Lender" means, with respect to any Letter of Credit,
a Lender designated as such pursuant to Section 3.1.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 6.4;

            (b) 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 6.4;

            (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; and

            (e) 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;


                            364-Day Credit Agreement
                                       12
<PAGE>   18
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.

            "Register" has the meaning set forth in Section 10.4(c).

            "Regulations D, U and X" means, respectively, Regulations D, U and X
of the Board (or any successor), as the same may be modified and supplemented
and in effect from time to time.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

            "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for all purposes after the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

            "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans plus its L/C Obligations.

            "Revolving Loan" means a Loan made pursuant to Section 2.1.

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

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

            "SEC" means the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.

            "SPC" has the meaning specified in Section 10.4(i).


                            364-Day Credit Agreement
                                       13
<PAGE>   19
            "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.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages
shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

            "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 (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" 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, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.


                            364-Day Credit Agreement
                                       14
<PAGE>   20
            "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.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Termination Date" means April 24, 2002, as such date may be
extended pursuant to Section 2.18 hereof.

            "Transactions" means the execution, delivery and performance by the
Borrowers of this Agreement, the borrowing of Loans, the Issuance of Letters of
Credit and the use of the proceeds thereof.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

            "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.

            Any change in the reference rate announced by BofA shall take effect
at the opening of business on the day specified in the public announcement of
such change.

            SECTION 1.2 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

            SECTION 1.3 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any


                            364-Day Credit Agreement
                                       15
<PAGE>   21
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            SECTION 1.4 Accounting Terms; GAAP; SAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP or SAP, as the case may be, as in effect
from time to time; provided that, if MetLife notifies the Administrative Agent
that MetLife requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or SAP, as the case
may be, or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies MetLife that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or SAP, as the case may
be, or in the application thereof, then such provision shall be interpreted on
the basis of GAAP or SAP, as the case may be, as in effect and applied
immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

            SECTION 2.1 Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrowers from
time to time during the Availability Period in an aggregate principal amount
that will not result in (a) such Lender's Revolving Credit Exposure exceeding
such Lender's Commitment or (b) the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans exceeding
the total Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, any Borrower or all Borrowers may borrow, prepay
and reborrow Revolving Loans.

            SECTION 2.2 Loans and Borrowings.

            (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.4. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and Competitive Bids of the
Lenders are several and not joint, and no Lender shall be responsible for any
other Lender's


                            364-Day Credit Agreement
                                       16
<PAGE>   22
failure to make Loans as required. The obligations of the Borrowers to repay
Loans and Letter of Credit Obligations shall be several, not joint.

            (b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the relevant Borrower may
request in accordance herewith, and (ii) each Competitive Borrowing shall be
comprised entirely of Eurodollar Loans or Fixed Rate Loans as the relevant
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the relevant Borrower to repay such Loan in
accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of 10 Eurodollar Revolving Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

            SECTION 2.3 Requests for Revolving Borrowings. To request a
Revolving Borrowing, the relevant Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the relevant Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.2:

               (i) the name of the Borrower and aggregate amount of the
          requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be an ABR Borrowing or a
          Eurodollar Borrowing;


                            364-Day Credit Agreement
                                       17
<PAGE>   23
               (iv) in the case of a Eurodollar Borrowing, the initial Interest
          Period to be applicable thereto, which shall be a period contemplated
          by the definition of the term "Interest Period"; and

               (v) the location and number of the relevant Borrower's account to
          which funds are to be disbursed, which shall comply with the
          requirements of Section 2.5.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the relevant Borrower shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

SECTION  2.4      Competitive Bid Procedure.

            (a) Subject to the terms and conditions set forth herein, from time
to time during the Availability Period any Borrower or all Borrowers may request
Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that the sum of the
total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total
Commitments. To request Competitive Bids, the relevant Borrower shall notify the
Administrative Agent of such request by telephone, in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, four Business Days
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that the Borrowers may
submit up to (but not more than) three Competitive Bid Requests on the same day,
but a Competitive Bid Request shall not be made within five Business Days after
the date of any previous Competitive Bid Request, unless any and all such
previous Competitive Bid Requests shall have been withdrawn or all Competitive
Bids received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Competitive Bid Request in a form approved by
the Administrative Agent and signed by the relevant Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.2:

          (i) the name of the Borrower and aggregate amount of the requested
     Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
     Fixed Rate Borrowing;


                            364-Day Credit Agreement
                                       18
<PAGE>   24


          (iv) the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period"; and

          (v) the location and number of the relevant Borrower's account to
     which funds are to be disbursed, which shall comply with the requirements
     of Section 2.5.

            Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Administrative Agent shall notify the Lenders
of the details thereof by telecopy, inviting the Lenders to submit Competitive
Bids.

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the relevant Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30
a.m., New York City time, three Business Days before the proposed date of such
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
9:30 a.m., New York City time, on the proposed date of such Competitive
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $10,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places), and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

            (c) The Administrative Agent shall promptly notify the relevant
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

            (d) Subject only to the provisions of this paragraph, the relevant
Borrower may accept or reject any Competitive Bid. Such Borrower shall notify
the Administrative Agent by telephone, confirmed by telecopy in a form approved
by the Administrative Agent, whether and to what extent it has decided to accept
or reject each Competitive Bid, in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided that (i) the failure of
such Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by such Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids


                            364-Day Credit Agreement
                                       19
<PAGE>   25
at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made by such
Borrower in consultation with the Administrative Agent pro rata in accordance
with the amount of each such Competitive Bid, and (v) except pursuant to clause
(iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless
such Competitive Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; and provided further that if a Competitive Loan
must be in an amount less than $5,000,000 because of the provisions of clause
(iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by the relevant Borrower in
consultation with the Administrative Agent. A notice given by the relevant
Borrower pursuant to this paragraph shall be irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the relevant Borrower at least one quarter of an hour earlier than the time
by which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

            SECTION 2.5 Funding of Borrowings

            (a) Each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds by
noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting the amounts so received, in immediately available funds, to
an account of such Borrower maintained with the Administrative Agent in New York
City and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the relevant Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including


                            364-Day Credit Agreement
                                       20
<PAGE>   26
the date such amount is made available to such Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender,
the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of such Borrower, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing.

            SECTION 2.6 Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the relevant
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The relevant
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

            (b) To make an election pursuant to this Section, the relevant
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.3 if such
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the relevant Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.2:

          (i) the name of the Borrower and Borrowing to which such Interest
     Election Request applies and, if different options are being elected with
     respect to different portions thereof, the portions thereof to be allocated
     to each resulting Borrowing (in which case the information to be specified
     pursuant to clauses (iii) and (iv) below shall be specified for each
     resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".


                            364-Day Credit Agreement
                                       21
<PAGE>   27
If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the relevant Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Revolving Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
relevant Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

            SECTION 2.7 Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.
In addition, the Commitments are subject to reduction as provided in Section
2.18(c).

            (b) Upon the occurrence of a Change in Control, Administrative Agent
shall, at the request of the Required Lenders, by notice to the Borrowers,
terminate the Commitments and thereupon the Commitments shall terminate
immediately.

            (c) The Borrowers may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $10,000,000 and (ii) the
Borrowers shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 2.9, the
sum of the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments. The L/C
Commitments will be reduced proportionately with any reduction of the
Commitments.

            (d) The Borrowers shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrowers pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrowers may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrowers (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction


                            364-Day Credit Agreement
                                       22
<PAGE>   28
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

            SECTION 2.8 Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for
account of each Lender the then unpaid principal amount of each Revolving Loan
made to such Borrower hereunder on the Maturity Date, and (ii) to the
Administrative Agent for account of each Lender the then unpaid principal amount
of each Competitive Loan made to such Borrower on the last day of the Interest
Period applicable to such Loan.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the name of the Borrower and amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent from any Borrower
hereunder for the account of the Lenders and each Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay its Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the relevant Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.4) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

            SECTION 2.9 Prepayment of Loans. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing of such Borrower
in whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section; provided that no Borrower shall have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

            (b) The Borrowers shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business


                            364-Day Credit Agreement
                                       23
<PAGE>   29
Days before the date of prepayment, or (ii) in the case of prepayment of an ABR
Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment. Each such notice shall be irrevocable and
shall specify the name of the Borrower, the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.7, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.7. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in Section 2.2.
Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11.

            (c) 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 each Loan, together with
accrued interest; provided that no prepayment of any Competitive Loan shall be
made without the prior consent of the Lender thereof.

            SECTION 2.10 Fees. (a) MetLife agrees to pay to the Administrative
Agent for account of each Lender a facility fee, which shall accrue at 0.06% per
annum on the daily amount of the Commitment of such Lender (whether used or
unused) during the period from and including the date hereof to but excluding
the date on which such Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (b) Each Borrower agrees to pay to the Administrative Agent for its
own account a fee for each Competitive Bid Request submitted by such Borrower
under Section 2.4 in an amount agreed to in the fee letter dated April 5, 2001
(the "Fee Letter").

            (c) MetLife agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Borrowers and the Administrative Agent.


                            364-Day Credit Agreement
                                       24
<PAGE>   30
            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

            SECTION 2.11 Interest

            (a) The Loans comprising each ABR Borrowing shall bear interest at
the Alternate Base Rate.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Revolving Loan, the Adjusted LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate,
or (ii) in the case of a Eurodollar Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

            (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

            (d) Each L/C Advance shall bear interest payable on demand as if it
were an ABR Borrowing.

            (e) Notwithstanding the foregoing, if any principal of or interest
on any Loan, L/C Advance or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

            (f) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

            (g) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


                            364-Day Credit Agreement
                                       25
<PAGE>   31
            SECTION 2.12 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

            (b) the Administrative Agent is advised by the Required Lenders (or,
in the case of a Eurodollar Competitive Loan, the Lender that is required to
make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the relevant Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing
and (iii) any request by the relevant Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Lenders, then requests by such
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby and (B) if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.

            SECTION 2.13 Increased Costs. If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate); or

          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans
     made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the relevant Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

            (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's or the capital or on the capital of such Lender's holding
company, if any, as a consequence of this


                            364-Day Credit Agreement
                                       26
<PAGE>   32
Agreement or the Loans made to a level below that which such Lender or such
Lender's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's policies and the policies of such Lender's
holding company with respect to capital adequacy), then from time to time each
Borrower will pay to such Lender, as the case may be, such additional amount or
amounts as will compensate such Lender or such Lender's holding company for any
such reduction suffered.

            (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
relevant Borrower(s) and shall be conclusive absent manifest error. Such
Borrower(s) shall pay such Lender, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that no Borrower shall be
required to compensate a Lender pursuant to this Section for any increased costs
or reductions incurred more than 90 days prior to the date that such Lender
notifies the relevant Borrower(s) of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            (e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

            SECTION 2.14 Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including, without
limitation, as a result of a mandatory prepayment under Section 2.9(c) or an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.9(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by any Borrower pursuant to Section 2.17, then, in any such event,
the relevant Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such


                            364-Day Credit Agreement
                                       27
<PAGE>   33
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the relevant Borrower and
shall be conclusive absent manifest error. Such Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

            SECTION 2.15 Taxes. 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.

            (b) In addition, each Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) Each Borrower shall indemnify the Administrative Agent and each
Lender within 10 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 and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. 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) As soon as practicable 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) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
relevant Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to such
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed


                            364-Day Credit Agreement
                                       28
<PAGE>   34
by applicable law or reasonably requested by such Borrower as will permit such
payments to be made without withholding or at a reduced rate.

            SECTION 2.16 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.13, 2.14 or 2.15, or otherwise) prior to noon, New York City time, on
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 901
Main St., 66th Floor, Dallas, Texas 75202, except that payments pursuant to
Sections 2.13, 2.14, 2.15 and 10.3 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by any Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to MetLife or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim


                            364-Day Credit Agreement
                                       29
<PAGE>   35
with respect to such participation as fully as if such Lender were a direct
creditor of such Borrower in the amount of such participation.

            (d) Unless the Administrative Agent shall have received notice from
the relevant Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders, the amount due. In
such event, if such Borrower has not in fact made such payment, then each of the
Lenders, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.5(b) or 2.16(d), then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

            SECTION 2.17 Mitigation Obligations; Replacement of Lenders. If any
Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall, upon the
request of such 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 2.13 or 2.15,
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) If any Lender (or any Participant in Loans made by such Lender)
requests compensation under Section 2.13, or if any Borrower is required to pay
any additional amount to any Lender (or any Participant in Loans made by such
Lender) or any Governmental Authority for account of any Lender (or any
Participant in Loans made by such Lender) pursuant to Section 2.15, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Company may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.4), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than


                            364-Day Credit Agreement
                                       30
<PAGE>   36
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the relevant Borrower (in the case
of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

            SECTION 2.18 Extension of Termination Date. MetLife may, by notice
to the Administrative Agent (which shall promptly notify the Lenders) not less
than 45 days and not more than 60 days prior to the Termination Date then in
effect hereunder (the "Existing Termination Date"), request that the Lenders
extend the Termination Date for an additional 364 days from the Consent Date (as
defined below). Each Lender, acting in its sole discretion, shall, by notice to
MetLife and the Administrative Agent given on or before the date (herein, the
"Consent Date") that is 30 days prior to the Existing Termination Date (except
that, if such date is not a Business Day, such notice shall be given on the next
succeeding Business Day), advise MetLife and the Administrative Agent whether or
not such Lender agrees to such extension; provided that, if such Lender gives
notice of its consent to such extension prior to the Consent Date, such Lender
may revoke such consent at any time prior to the Consent Date by giving notice
of such revocation to MetLife and the Administrative Agent; and provided further
that each Lender that determines not to extend the Termination Date (a
"Non-extending Lender") shall notify the Administrative Agent (which shall
notify the Lenders) of such fact promptly after such determination (but in any
event no later than the Consent Date) and any Lender that does not advise
MetLife on or before the Consent Date shall be deemed to be a Non-extending
Lender. The election of any Lender that does not advise MetLife on or before the
Consent Date shall be deemed to be a Non-extending Lender. The election of any
Lender to agree to such extension shall not obligate any other Lender to so
agree.

            (b) Subject to paragraph (c) of this Section, MetLife shall have the
right on or before the Existing Termination Date to replace each Non-extending
Lender with, and otherwise add to this Agreement, one or more other lenders
(which may include any Lender, each prior to the Existing Termination Date an
"Additional Commitment Lender") with the approval of the Administrative Agent
(which approval shall not be unreasonably withheld), each of which Additional
Commitment Lenders shall have entered into an agreement in form and substance
satisfactory to MetLife and the Administrative Agent pursuant to which such
Additional Commitment Lender shall, effective as of the Existing Termination
Date, undertake a Commitment (and, if any such Additional Commitment Lender is
already a Lender, its Commitment shall be in addition to such Lender's
Commitment hereunder on such date).

            (c) If (and only if) the total amount of the Commitments of the
Lenders and (without duplication) the Additional Commitment Lenders that have
agreed so to extend the Termination Date shall be more than 50% of the aggregate
amount of the Commitments in effect immediately prior to the Consent Date, then,
effective as of the Existing Termination Date, the Existing Termination Date
shall be extended with respect to such extending Lenders and


                            364-Day Credit Agreement
                                       31
<PAGE>   37
Additional Commitment Lenders to the date falling 364 days after the Consent
Date (except that, if such date is not a Business Day, such Termination Date as
so extended shall be the next preceding Business Day) and each Additional
Commitment Lender shall thereupon become a "Lender" for all purposes of this
Agreement.

            Notwithstanding the foregoing, the extension of the Existing
Termination Date shall not be effective with respect to any Lender unless:

          (i) no Default shall have occurred and be continuing on each of the
     date of the notice requesting such extension, on the Consent Date and on
     the Existing Termination Date;

          (ii) each of the representations and warranties made by each of the
     Borrowers in Article IV hereof shall be true and complete on and as of each
     of the date of the notice requesting such extension, the Consent Date and
     the Existing Termination Date with the same force and effect as if made on
     and as of such date (or, if any such representation or warranty is
     expressly stated to have been made as of a specific date, as of such
     specific date); and

          (iii) each Non-extending Lender shall have been paid in full by the
     Borrowers all amounts owing to such Lender hereunder on or before the
     Existing Termination Date.

Even if the Existing Termination Date is extended as aforesaid, the Commitment
of each Non-extending Lender shall terminate on the Existing Termination Date.

            SECTION 2.19 Extension of Maturity Date. MetLife may, by notice to
the Administrative Agent (which shall promptly notify the Lenders) request that
the Lenders extend the Maturity Date for one year from the Termination Date. If
such notice is given, unless a Default shall have occurred and be continuing as
of the Termination Date, the Maturity Date shall be so extended, without the
requirement of any further action or consent by the Lenders.

                                  ARTICLE III

                              THE LETTERS OF CREDIT

            SECTION 3.1 Amounts and Terms of L/C Commitments. (a) On the terms
and conditions set forth herein each Issuing Lender agrees from time to time on
any Business Day (A) during the Availability Period to Issue Letters of Credit
for the account of any Applicant and to amend or renew Letters of Credit
previously Issued by it in accordance with Sections 3.2(b) and 3.2(e), and (B)
to honor properly drawn drafts under the Letters of Credit Issued by it and the
Participating Lenders agree to participate in the obligations of the Fronting
Lender under Letters of Credit; provided that no Issuing Lender shall be
obligated to Issue (and no Participating Lender shall be obligated to
participate in) any Letter of Credit if as of the date of Issuance of such
Letter of Credit (the "Issuance Date") (i) the Effective Amount of all L/C
Obligations exceeds the combined L/C Commitments or (ii) the Revolving Credit
Exposure plus the aggregate principal amount of the outstanding Competitive Bid
Loans exceeds the total


                            364-Day Credit Agreement
                                       32
<PAGE>   38
Commitments. If the Applicant on any particular Letter of Credit is not a
Borrower, a Borrower must sign as Co Applicant with respect to such Letter of
Credit to complete the L/C Application. Each Letter of Credit shall be issued by
the Issuing Lenders severally based on their respective L/C Percentages except
that the Fronting Lender shall be severally (and not jointly) liable for an
amount equal to its L/C Percentage plus the L/C Percentages of the Participating
Lenders. Within the foregoing limits, and subject to the other terms and
conditions hereof, each Applicant's ability to obtain Letters of Credit shall be
fully revolving, and, accordingly, each Applicant may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit which have expired
or which have been drawn upon and reimbursed. Each Lender shall be an Issuing
Lender on each Letter of Credit unless the Applicant shall designate it as a
Participating Lender in its L/C Application. There shall not be more than 30
Letters of Credit outstanding at any time unless the Borrower and the Required
Lenders otherwise agree.

            (b) No Issuing Lender shall be under any obligation to Issue any
Letter of Credit and the Participating Lender shall have no obligation to
participate in any Letter of Credit if:

          (i) the Administrative Agent or L/C Administrator has received written
     notice from the Required Lenders or a Borrower, on or prior to the Business
     Day prior to the requested date of Issuance of such Letter of Credit, that
     one or more of the applicable conditions contained in Article V is not then
     satisfied;

          (ii) the expiry date of such Letter of Credit is more than one year
     after the date of such Letter of Credit, unless all of the Lenders have
     approved such expiry date in writing;

          (iii) such Letter of Credit is not in form and substance reasonably
     acceptable to the Administrative Agent, the L/C Administrator and the
     Required Lenders; or

          (iv) such Letter of Credit is denominated in a currency other than
     dollars, unless the Borrowers and all the Lenders shall otherwise agree.

            (c) The L/C Advances made and the Letters of Credit Issued by each
Issuing Lender shall be evidenced by one or more accounts or records maintained
by such Lender in the ordinary course of business. The accounts or records
maintained by each Lender shall be prima facie evidence as to the amount of the
L/C Advances made to each Applicant and the Letters of Credit Issued for the
account of each Applicant, and the amounts of principal, interest and fees owing
hereunder. Any failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of any Applicant hereunder to pay any
amount owing with respect to any L/C Advance or any Letter of Credit.

            SECTION 3.2 Issuance, Amendment and Renewal of Letters of Credit.
(a) Each Letter of Credit shall be Issued by the Issuing Lenders upon the
irrevocable written request of a Borrower (which shall be the Applicant or Co
Applicant with respect to such Letter of Credit) Borrower received by the L/C
Administrator at least 5 Business Days (or such shorter time as the
Administrative Agent, the L/C Administrator and the Issuing Lenders may agree in
a particular


                            364-Day Credit Agreement
                                       33
<PAGE>   39
instance in their sole discretion) prior to the proposed date of issuance. The
L/C Administrator shall promptly advise the Administrative Agent of any such
request and the Administrative Agent shall promptly advise each Lender thereof.
Each such request for issuance of a Letter of Credit shall be by facsimile,
confirmed immediately in an original writing, in the form of an L/C Application,
and shall specify in form and detail satisfactory to the L/C Administrator: (i)
the proposed date of issuance of the Letter of Credit (which shall be a Business
Day); (ii) the Applicant and if the Applicant is not a Borrower, that the
requesting Borrower shall be the Co Applicant; (iii) the face amount of the
Letter of Credit; (iv) the expiry date of the Letter of Credit; (v) what
Lenders, if any, shall be Participating Lenders; (vi) the name and address of
the Beneficiary thereof; (vii) the documents to be presented by the Beneficiary
of the Letter of Credit in case of any drawing thereunder; (viii) the full text
of any certificate to be presented by the Beneficiary in case of any drawing
thereunder; and (ix) such other matters as the L/C Administrator may reasonably
require. The L/C Administrator is hereby authorized to execute and deliver each
Letter of Credit on behalf of the Issuing Lenders. In the event of a conflict
between the provisions of this Agreement and the provisions of an L/C
Application, this Agreement shall govern.

            (b) From time to time while a Letter of Credit is outstanding and
prior to the Maturity Date, the Issuing Lenders will, upon the written request
of any Applicant and Co Applicant (if there shall be a Co Applicant with respect
to such Letter of Credit) received by the L/C Administrator at least 5 Business
Days (or such shorter time as the Administrative Agent, the L/C Administrator
and the Issuing Lenders may agree in a particular instance in their sole
discretion) prior to the proposed date of amendment, amend any Letter of Credit
Issued by them. The L/C Administrator shall promptly advise the Agent of any
such request. Each such request for amendment of a Letter of Credit shall be
made by facsimile, confirmed immediately in an original writing, made in the
form of an L/C Amendment Application and shall specify in form and detail
reasonably satisfactory to the L/C Administrator: (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment of such Letter of Credit (which
shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)
such other matters as the L/C Administrator may reasonably require. No Issuing
Lender shall have any obligation to amend any Letter of Credit and no
Participating Lender shall have any obligation to participate in any amended
Letter of Credit if: (A) such Lender would have not been obligated at such time
to Issue or participate in such Letter of Credit in its amended form under the
terms of this Agreement; or (B) the Beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit. The Lenders agree,
upon the request of any Applicant and Co Applicant (if there shall be a Co
Applicant with respect to such Letter of Credit) at any time prior to the
Termination Date and as long as no Default shall have occurred and be continuing
and if the representations and warranties set forth in Article IV shall be true
and correct as of the date of such request, to amend any Letter of Credit to
extend the expiry date thereof to a date not later than one year from the date
of extension.

            (c) The Agent shall promptly notify each Issuing Lender of the
receipt of a written request from any Applicant for the issuance of or an
amendment to a Letter of Credit and, with respect to the issuance of a Letter of
Credit, the amount of such Issuing Lender's share of such Letter of Credit. The
Administrative Agent shall promptly notify each Participating Lender


                            364-Day Credit Agreement
                                       34
<PAGE>   40
of its share of the risk of a Letter of Credit, which shall equal its L/C
Percentage. In addition, at least two Business Days prior to the issuance or
amendment of any Letter of Credit, the Administrative Agent will confirm to the
Lenders (by telephone or in writing) that the Administrative Agent has received
a copy of the L/C Application or L/C Amendment Application from the Applicant
and, if applicable, the Co Applicant.

            (d) With respect to a request to Issue a Letter of Credit, unless
the Administrative Agent has received, on or before the Business Day immediately
preceding the date on which the Lenders are to Issue such Letter of Credit, (A)
notice from the Required Lenders or a Borrower directing the Administrative
Agent not to permit the issuance of such Letter of Credit because such issuance
is not then permitted under Section 3.1(a) as a result of the limitations set
forth therein or (B) a notice described in Section 3.1(b)(i), then, subject to
the terms and conditions hereof, the L/C Administrator shall, on the requested
date, cause a Letter of Credit to be Issued by the Issuing Lenders for the
account of the applicable Applicant in accordance with the L/C Administrator's
usual and customary business practices.

            (e) This Agreement shall control in the event of any conflict with
any L/C-Related Document (other than any Letter of Credit).

            (f) The L/C Administrator, concurrently or promptly following the
delivery of a Letter of Credit, or amendment to or renewal of a Letter of
Credit, to a Beneficiary, shall send to the Administrative Agent and the Lenders
a true and complete copy of each such Letter of Credit or amendment to or
renewal of a Letter of Credit. After giving effect to the Issuance of any Letter
of Credit, there shall be no more than 30 Letters of Credit outstanding, unless
the Borrowers and the Required Lenders otherwise agree.

            SECTION 3.3 Drawing and Reimbursements.

            (a) With respect to each Letter of Credit for which the L/C
Administrator receives a request for a drawing which is in form and substance
satisfactory to the L/C Administrator (a "Drawing Request"), if such Drawing
Request is received prior to 10:00 a.m. (New York time) on any Business Day,
such Business Day shall be the "Drawing Request Date" and if such Drawing
Request is received after 10:00 a.m. (New York time) on any Business Day, the
following Business Day shall be the "Drawing Request Date." Upon receiving a
Drawing Request, the L/C Administrator shall promptly notify the Applicant and,
if applicable, the Co Applicant. of such Drawing Request (which notice may be
oral if immediately confirmed in writing (including by facsimile)) and upon
receipt of such notification, the Applicant or, if applicable, the Co Applicant
shall promptly reimburse the Issuing Lenders (or the Administrative Agent on
behalf of the Issuing Lenders) for the amount of such drawing by delivering to
the L/C Administrator in immediately available funds the amount of the Drawing
Request. Nothing herein stated shall be deemed a waiver by the Lenders of the
obligation of the Applicant and, if applicable, the Co Applicant to make such
prompt reimbursement. To the extent that funds are received by the L/C
Administrator prior to 3:00 p.m. (New York time) on the first Business Day after
the Drawing Request Date, the L/C Administrator shall promptly, on behalf of the
Issuing Lenders, make an equivalent amount available to the Beneficiary of the
related Letter of Credit on such first Business Day after the Drawing Request
Date and shall reimburse itself for such


                            364-Day Credit Agreement
                                       35
<PAGE>   41
amount with the reimbursement payment theretofore made by the Applicant or, if
applicable, the Co Applicant.

            (b) With respect to any Drawing Request, if immediately available
funds are not received by the L/C Administrator from the Applicant or, if
applicable, the Co Applicant prior to 3:00 p.m. (New York time) on the first
Business Day after the Drawing Request Date in the amount of such Drawing
Request, the L/C Administrator shall promptly notify the Administrative Agent
and the Administrative Agent shall notify each Lender on the first Business Day
after the Drawing Request Date of such Drawing Request and such Lender's share
of such Drawing Request (which shall be an amount equal to (i) such Bank's L/C
Percentage multiplied by the lesser of (ii)(A) the maximum amount available to
be drawn under such Letter of Credit and (B) the amount of such drawing which
was not reimbursed by the Applicant or, if applicable, the Co Applicant pursuant
to Section 3.3(a)) and the Applicant or, if the Applicant is not a Borrower, the
Co Applicant shall be deemed to have requested an L/C Borrowing in an amount
equal to the amount of such drawing which was not reimbursed by the Applicant
or, if applicable, the Co Applicant pursuant to Section 3.3(a). Any notice given
by the Administrative Agent to the Lenders pursuant to this Section 3.3(b) may
be oral if immediately confirmed in writing (including by facsimile); provided
that (i) the failure of the Administrative Agent to give any such notice in
sufficient time to enable any Lender to effect such payment at the time required
under Section 3.3(c) or (ii) the failure of the Administrative Agent to deliver
an immediate confirmation of such notice shall not affect the conclusiveness or
binding effect of such notice or relieve any Lender from its obligations under
this Section 3.3.

            (c) Upon receiving a Drawing Request pursuant to Section 3.3(b),
each Lender shall make available to the Administrative Agent for the account of
L/C Administrator by 3:00 p.m. (New York time) in immediately available funds on
the second Business Day after the Drawing Request Date (such date, an "L/C
Advance Date") its share of such request provided that, if a Participating
Lender shall fail to make such funds so available, the Fronting Lender shall
make such funds available. Upon delivering such funds to the Agent pursuant to
this Section 3.3(c), such Lender (including the Participating Lender if it has
made such funds available or the Fronting Lender, if the Fronting Lender has
made such funds available after the failure of the Participating Lender to do
so) shall be deemed to have made an L/C Advance to the Applicant or, if the
Applicant is not a Borrower, the Co Applicant in such amount. To the extent that
immediately available funds are received by the Administrative Agent from the
Lenders prior to 3:00 p.m. (New York time) on any L/C Advance Date, the
Administrative Agent shall notify the L/C Administrator and the L/C
Administrator shall promptly make such funds available to the Beneficiary of the
related Letter of Credit on such date. To the extent that the L/C Administrator
has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the
first sentence of Section 3.3(d) and that immediately available funds are
received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on
any L/C Advance Date, the L/C Administrator shall make such funds available to
such Beneficiary on the next Business Day following such L/C Advance Date; (ii)
prior to 3:00 p.m. on any Business Day after the L/C Advance Date, the L/C
Administrator shall make those funds available to such Beneficiary on such
Business Day; and (iii) after 3:00 p.m. on any Business Day after the L/C
Advance Date,


                            364-Day Credit Agreement
                                       36
<PAGE>   42
the L/C Administrator shall make those funds available to such Beneficiary on
the next Business Day following such Business Day.

            (d) Unless the Administrative Agent or L/C Administrator receives
notice from a Lender prior to any L/C Advance Date that such Lender will not
make available as and when required hereunder to the Administrative Agent for
the account of the Applicant or, if the Applicant is not a Borrower, the Co
Applicant, the amount of such Lender's L/C Advance on such L/C Advance Date, the
Administrative Agent and the L/C Administrator may assume that such Lender has
made such amount available to the Administrative Agent in immediately available
funds on the L/C Advance Date and the L/C Administrator may (but shall not be
required), in reliance upon such assumption, make available to the Beneficiary
of the related Letter of Credit on such date such Lender's L/C Advance. If and
to the extent (i) any Lender shall not have made its full amount available to
the Administrative Agent in immediately available funds and (ii) the L/C
Administrator in such circumstances has made available to the Beneficiary such
amount, then such Lender shall, on the Business Day following such L/C Advance
Date, make such amount available to the Administrative Agent, together with
interest thereon until the date made available (i) at the Federal Funds
Effective Rate for the period ending two Business Days after such L/C Advance
Date and (ii) at the Alternate Base Rate plus 2.00% thereafter; provided,
however, that if the Participating Lender has failed to make such an amount
available, the Fronting Lender shall make it available. If the Fronting Lender
shall fail to make it available, it shall pay such interest to the L/C
Administrator and if the Participating Lender fails to make it available, it
shall pay such interest to the Fronting Lender. A notice of the Agent submitted
to a Lender with respect to amounts owing under Section 3.3(b) shall be
conclusive, absent manifest error. If such amount is so made available, together
with interest thereon, such payment to the Administrative Agent shall constitute
such Lender's L/C Advance on the L/C Advance Date for all purposes of this
Agreement.

            (e) The failure of any Lender to make any L/C Advance on any L/C
Advance Date shall not relieve any other Lender of any obligation hereunder to
make an L/C Advance on such L/C Advance Date, and neither the Administrative
Agent, the L/C Administrator nor any Lender shall be responsible for the failure
of any other Lender to make any L/C Advance on any L/C Advance Date, except the
obligations of Fronting Lender for Participating Lenders as specifically
provided hereunder. Each Lender's obligation in accordance with this Agreement
to make L/C Advances, as contemplated by this Section 3.3, as a result of a
drawing under a Letter of Credit, shall be absolute and unconditional and
without recourse to the Agent or the L/C Administrator and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Agent, the L/C
Administrator, any Borrower or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of Default or a Material Adverse Effect; or (iii)
any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing. Nothing contained in this Agreement, and no actions taken
by the Lenders, the L/C Administrator or the Administrative Agent pursuant
hereto or in connection with a Letter of Credit shall be deemed to constitute
the Lenders, together or with the Administrative Agent and the L/C
Administrator, a partnership, association, joint venture or other entity.


                            364-Day Credit Agreement
                                       37
<PAGE>   43

              SECTION 3.4 Repayment of L/C Advances. Upon (and only upon)
receipt by the Administrative Agent of immediately available funds from the
Applicant or Co Applicant in repayment of any L/C Advances, the Administrative
Agent (i) shall deduct and retain from such repayment an amount not to exceed
the aggregate unreimbursed payments, if any, which were made by the L/C
Administrator pursuant to the first sentence of Section 3.3(d), and then (ii)
shall pay to each Lender, in the same funds as those received by the
Administrative Agent, such Lender's share of any funds remaining after giving
effect to clause (i) above; provided, that if the Fronting Lender has advanced
funds on behalf of a Participating Lender, the Fronting Lender shall be repaid
out of such funds in full before any payment shall be made to the Participating
Bank. The Applicant or, if any applicable, the Co Applicant, may repay any L/C
Advances on any Business Day.

              SECTION 3.5 Role of the Lenders. (a) Each Lender and the
Borrowers agree that, in paying any drawing under a Letter of Credit, neither
the L/C Administrator nor any Issuing Lender shall have any responsibility to
obtain any document (other than any sight draft and certificate expressly
required by such 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.

              (b) No Agent-Related Person nor any of their respective
correspondents, participants or assignees 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 (including the Required Lenders, as 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 L/C-Related Document.

              (c) The Applicants and Co Applicants hereby assume all risks of
the acts or omissions of any Beneficiary or transferee with respect to its use
of any Letter of Credit; provided that this assumption is not intended to, and
shall not, preclude any Borrower's pursuing such rights and remedies as it may
have against the Beneficiary or transferee at law or under any other agreement.
Neither any Agent-Related Person, Issuing Lender nor any of their respective
correspondents, participants or assignees shall be liable or responsible for any
of the matters described in clauses (i) through (vii) of Section 3.6; provided
that, anything in such clauses to the contrary notwithstanding, any Applicant or
Co Applicant may have a claim against the Administrative Agent or L/C
Administrator, and the Administrative Agent or L/C Administrator may be liable
to any Applicant or Co Applicant, to the extent, but only to the extent, of any
direct, as opposed to consequential or exemplary, damages suffered by such
Applicant or Co Applicant which such Applicant or Co Applicant, in a final
judgment of a court of competent jurisdiction, proves were caused primarily by
the Administrative Agent's or L/C Administrator's willful misconduct or gross
negligence or the L/C Administrator'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 such Letter
of Credit. In furtherance and not in limitation of the foregoing: (i) the L/C
Administrator 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 (ii) neither the L/C

                            364-Day Credit Agreement
                                       38
<PAGE>   44
Administrator nor any Issuing Lender shall 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.

              SECTION 3.6 Obligations Absolute . The obligations of the
Applicants and Co Applicants under this Agreement and any L/C-Related Document
to reimburse the Administrative Agent, the L/C Administrator and the Lenders for
a drawing under a Letter of Credit and to repay any L/C Borrowing shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement and each such other L/C-Related Document under all
circumstances, including the following:

              (i) any lack of validity or enforceability of this Agreement or
any L/C-Related Document;

              (ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of any Applicant or Co
Applicant in respect of any Letter of Credit or any other amendment or waiver of
or any consent to departure from all or any of the L/C-Related Documents;

              (iii) the existence of any claim, set-off, defense or other right
that any Borrower may have at any time against any Beneficiary or any transferee
of any Letter of Credit (or any Person for whom any such Beneficiary or any such
transferee may be acting), the Administrative Agent, the L/C Administrator, any
Lender or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by the L/C-Related Documents or any
unrelated transaction;

              (iv) any draft, demand, certificate or other document presented
under any 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 any Letter of Credit;

              (v) any payment by the Issuing Lenders under any Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the Issuing
Lenders under any 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 any Letter of Credit, including any arising in connection
with any insolvency proceeding;

              (vi) any exchange, release or non-perfection of any collateral, or
any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of any Applicant or Co Applicant in
respect of any Letter of Credit; or

                            364-Day Credit Agreement
                                       39
<PAGE>   45
              (vii) 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, any Applicant,
Co Applicant or a guarantor.

              SECTION 3.7 Risk Participations, Drawings and Reimbursements.
Immediately upon the Issuance of each Letter of Credit, each Participating
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Fronting Lender a participation in such Letter of Credit and
each drawing thereunder in an amount equal to the product of (i) its L/C
Percentage times (ii) the maximum amount available to be drawn under such Letter
of Credit and the amount of such drawing, respectively.

              SECTION 3.8 Cash Collateral Pledge; Repayment of L/C Advances. On
the Maturity Date, or, if sooner, upon the occurrence of any Event of Default,
if any Letter of Credit remains outstanding and partially or wholly undrawn or
if any L/C Advances remain outstanding, then the Applicant or Co Applicant (i)
shall immediately Cash Collateralize such Letters of Credit in an amount equal
to the maximum amount then available to be drawn under all Letters of Credit and
(ii) shall pay to the Administrative Agent, for the account of the Lenders, the
aggregate principal amount of all L/C Advances outstanding on such date.

              SECTION 3.9 Letter of Credit Fees. (a) MetLife shall pay to the
Administrative Agent for the account of each Lender a letter of credit fee with
respect to each Letter of Credit outstanding during the prior calendar quarter
during the period since the end of the last calendar quarter equal to the
Applicable Letter of Credit Fee Rate (or 1%, if an Event of Default has occurred
and is continuing) per annum of the average daily maximum amount available to be
drawn on such Letter of Credit during such period.

              (b) MetLife shall pay to the Agent for the account of the Fronting
Bank a fronting fee with respect to each Letter of Credit equal to the L/C
Percentage share of each Participating Lender of such Letter of Credit times the
rate set forth in the Fee Letter.

              (c) The letter of credit fees and fronting fees payable under
Section 3.9(a) and (b) shall be due and payable quarterly in arrears on the last
Business Day of each calendar quarter and on the Maturity Date (or such later
date upon which all outstanding Letters of Credit shall expire or be fully
drawn), commencing on the first such date to occur after the Closing Date.

              (d) The applicable Applicant shall pay to the Administrative Agent
and L/C Administrator from time to time on demand the normal issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Administrator relating to letters of credit as from time to
time in effect.

              SECTION 3.10 Uniform Customs and Practice. The Uniform Customs
and Practice for Documentary Credits as published by the International Chamber
of Commerce or the International Standby Practices, as set forth in the
particular Letter of Credit, most recently promulgated at the time of issuance
of any Letter of Credit shall (unless otherwise expressly provided in such
Letter of Credit) apply to each Letter of Credit.

                            364-Day Credit Agreement

                                       40
<PAGE>   46
              SECTION 3.11 Applicant. The Borrower designated as the Co
Applicant with respect to a Letter of Credit shall be jointly and severally
obligated for all obligations of the Applicant (other than a Borrower) with
respect to said Letter of Credit under this Agreement or any L/C Document.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

              Each Borrower represents and warrants to the Lenders, as to itself
and its Subsidiaries, as applicable, that:

              SECTION 4.1 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, could 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.

              SECTION 4.2 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, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

              SECTION 4.3 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.

              SECTION 4.4 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 (i)
as of and for the fiscal year ended December 31, 2000, reported on by Deloitte &
Touche, LLP, independent public accountants. Such financial statements present
fairly, in all material respects, the financial

                            364-Day Credit Agreement
                                       41
<PAGE>   47
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) The Company has heretofore furnished to each of the Lenders
the annual Statutory Statement of the Company as at and for the year ended
December 31, 2000, 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, 2000, there has been no material adverse
change in the business, assets, property, condition (financial or otherwise) or
prospects of MetLife and its Subsidiaries taken as a whole from that set forth
in the respective financial statements referred to in Sections 4.4(a) and
4.4(b).

              SECTION 4.5 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 minor defects in title that, individually or in the
aggregate, could 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, could not reasonably be expected to result in a Material Adverse
Change.

              SECTION 4.6 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 is a reasonable possibility of an adverse
determination and that, if adversely determined, is reasonably likely,
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, could 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.

              SECTION 4.7 Compliance with Laws and Agreements. MetLife and each
of its Material Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental

                            364-Day Credit Agreement
                                       42
<PAGE>   48
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, could not reasonably be expected to
result in a Material Adverse Change. No Default has occurred and is continuing.

              SECTION 4.8 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 the requirements 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.

              SECTION 4.9 Taxes. MetLife and each of 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 could not reasonably be expected to result in a Material Adverse Change.

              SECTION 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 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,
could reasonably be expected to result in a Material Adverse Change.

              SECTION 4.11 Disclosure. None of the reports, financial
statements, certificates or other information furnished by or on behalf of
MetLife 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, MetLife represents only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time.

              SECTION 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 any of the Regulations of the Board, including
Regulations U and X. 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

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                                       43
<PAGE>   49
              SECTION 5.1 Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.2):

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

              (b) The Administrative Agent shall have received an opinion,
addressed to it and the Lenders and dated the Effective Date, of counsel to the
Company, substantially in the form of Exhibit B, and covering such other matters
relating to the Borrowers, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrowers hereby request such counsel to
deliver such opinion.

              (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 the Borrowers, this Agreement or the Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel.

              (d) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrowers hereunder.

The Administrative Agent shall notify the Borrowers and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on May
3, 2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

              SECTION 5.2 Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing, is subject to the satisfaction of
the following conditions:

              (a) The representations and warranties of each of the Borrowers
set forth in this Agreement (other than, after the Effective Date, in Section
4.4(c) and in Section 4.6) shall be true and correct on and as of the date of
such Borrowing.

              (b) At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.

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                                       44
<PAGE>   50
Each Borrowing shall be deemed to constitute a representation and warranty by
each Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

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

              SECTION 6.1 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 120 days after
the end of each fiscal year of MetLife, copies of MetLife's annual report on
Form 10-K as filed with the SEC for such fiscal year; and (ii) as soon as
available, but not later than 45 days after the end of each of the first three
fiscal quarters of each fiscal year of MetLife, copies of MetLife's quarterly
report on Form 10-Q as filed with the SEC for such fiscal quarter, in each case
certified by an appropriate Financial Officer as being the complete and correct
copies of the statements on such forms furnished by MetLife to the SEC;

              (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 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 Section 7.4 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 financial statements referred to in Section 4.4 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

              (c) within 5 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 5 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; and

              (e) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of MetLife or any of its Subsidiaries, or

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                                       45
<PAGE>   51
compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request.

              The delivery requirements of this Section 6.1 and of Section 4.4
may be complied with by the Borrowers posting the required information on an
Intralinks site (or a successor site) available to the Lenders and payment of
the applicable Intralinks fees.

              SECTION 6.2 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.

              SECTION 6.3 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; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation, dissolution or other transaction
permitted under Section 7.2.

              SECTION 6.4 Payment of Obligations. MetLife will, and will cause
each of its Material Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Change before
the same shall become delinquent or in default, 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 could not reasonably be expected to result in a Material
Adverse Change.

              SECTION 6.5 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 engaged in the same or
similar businesses operating in the same or similar locations.

              SECTION 6.6 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 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 with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

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                                       46
<PAGE>   52
              SECTION 6.7 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, could not
reasonably be expected to result in a Material Adverse Change.

              SECTION 6.8 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 any of the
Regulations of the Board, including Regulations U and X; 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 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.

              SECTION 6.9 Support Agreement. The Company and Funding will
maintain the Support Agreement in full force and effect, and comply with the
provisions thereof, and will 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 have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full, each Borrower covenants and agrees with the Lenders that:

              SECTION 7.1 Liens. None of the Borrowers will 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; 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, 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; provided that (i) such security interests and the Indebtedness secured
thereby are incurred prior to or within 360 days after such acquisition or the
completion of such construction or

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                                       47
<PAGE>   53
improvement, (ii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such assets, and (iii) such security
interests shall not apply to any other property or assets of such Borrower;

              (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 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 (other than such real property directly securing such
Indebtedness) if such Borrower fails to pay such Indebtedness when due and such
holder obtains a judgment with respect thereto;

              (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 the ordinary course of the Borrowers'
business that do not secure any Indebtedness; provided that the obligations of
the Borrowers secured such Liens shall not exceed $2,000,000,000 at any one time
outstanding;

              (k) Liens not otherwise permitted by the foregoing clauses of this
Section 7.1; provided that the aggregate principal amount of the Indebtedness
secured such Liens shall not exceed $3,000,000,000 at any one time outstanding;
and

              (l) 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.

              SECTION 7.2 Fundamental Changes.

              (a) No Borrower will merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) all or any substantial part of its assets (excluding assets
sold or disposed of in the ordinary course of business), or (in the case of the
Company) all or any substantial part of the stock of Funding (in each case,
whether now owned

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<PAGE>   54
or hereafter acquired), or liquidate or dissolve; provided that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Subsidiary of the Company may merge into the
Company in a transaction in which the Company is the surviving corporation, (ii)
Funding may sell, transfer, lease or otherwise dispose of its assets to the
Company, so long as the Company expressly assumes the obligations of Funding
hereunder and under the promissory notes issued hereunder, and (iii) the Company
may merge or consolidate with any other Person if the Company 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 the Company and its Material Subsidiaries on
the date of execution of this Agreement and businesses reasonably related
thereto or (ii) the business of providing financial services.

              SECTION 7.3 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 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 wholly-owned
Subsidiaries not involving any other Affiliate.

              SECTION 7.4 Adjusted Statutory Surplus. The Company will maintain
Adjusted Statutory Surplus, calculated as of the last day of each fiscal quarter
of the Company, of not less than $7,813,000,000.



                                  ARTICLE VIII

                                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 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 when and as due pursuant to Article III;

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

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<PAGE>   55
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) any Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 6.2, 6.3 (with respect to such
Borrower's existence), 6.8 or 6.9 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
any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable;

              (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any 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 Federal, state or foreign bankruptcy,
insolvency, receivership or similar law 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 Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest 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;

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<PAGE>   56
              (j) MetLife or any of its Material Subsidiaries shall become
unable, admit in writing 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 $200,000,000 (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 $100,000,000 in any year;

then, and in every such event (other than an event with respect to any Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, (A) the Administrative Agent may, and at
the request of the Required Lenders shall, by notice to the Borrowers, terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(B) the Administrative Agent may, and at the request of the Lenders holding more
than 50% of the aggregate outstanding principal amount of the Loans shall, by
notice to the Borrowers, declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers; and in case of any event with respect to any
Borrower described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers.

                                   ARTICLE IX

                                     AGENTS

              SECTION 9.1 Administrative Agent.

              (a) Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

              (b) The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may

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<PAGE>   57
accept deposits from, lend money to and generally engage in any kind of business
with MetLife or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

              (c) The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 10.2), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to
MetLife or any of its Subsidiaries that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrowers or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made by any other
Person in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article V or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

              (d) The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
reasonably believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrowers),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

              (e) The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related

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<PAGE>   58
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

              (f) Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent's resignation
hereunder, the provisions of this Section 9.1 and Section 10.3 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while it was acting as Administrative Agent.

              (g) Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

              SECTION 9.2 L/C Administrator. The L/C Administrator shall act on
behalf of the Lenders with respect to any Letters of Credit Issued by the
Lenders and the documents associated therewith and shall have all of the
benefits and immunities provided to the Administrative Agent in this Article IX
with respect to any acts taken or omissions suffered by such L/C Administrator
in connection with Letters of Credit Issued by the Issuing Lenders or proposed
to be Issued by the Issuing Lenders and the application and agreements for
letters of credit pertaining to the Letters of Credit as fully as if the term
"Administrative Agent", as used in this Article IX, included the L/C
Administrator with respect to such acts or omissions.

              SECTION 9.3 Co-Syndication Agents. The Co-Syndication Agents named
on the cover page of this Agreement, in their capacities as such, shall have no
obligation, responsibility or required performance hereunder and shall not
become liable in any manner to any party hereto. No party hereto shall have any
obligation or liability, or owe any performance, hereunder, to a Co-Syndication
Agent in its capacity as such.

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<PAGE>   59
                                   ARTICLE X

                                  Miscellaneous

              SECTION 10.1 Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

              (a) if to MetLife, the Company or Funding, to it at One Madison
Avenue, New York, New York 10010, Attention: Leland C. Launer, Jr., Senior Vice
President;

              (b) if to the Administrative Agent, to 901 Main St., 66th Floor,
Dallas, Texas 75202, Attention: Leslie Reed; and

              (c) if to any Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

              SECTION 10.2 Waivers; Amendments.

              (a) No failure or delay by the Administrative Agent or any Lender
in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrowers therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

              (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or by the Borrowers and
the Administrative Agent with the consent of the Required Lenders; provided that
no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of

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<PAGE>   60
payment of the principal amount of any Loan, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.16(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder without the prior written
consent of the Administrative Agent.

              SECTION 10.3 Expenses; Indemnity: Damage; Waiver.

              (a) The Company shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, 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.

              (b) The Company shall indemnify the Administrative Agent and each
Lender, and each Related Party 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 or any
Letter of Credit, 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;
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 Company fails to pay any amount
required to be paid by it 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 Applicable Percentage (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.

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              (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) All amounts due under this Section shall be payable not later
than 10 days after written demand therefor.

              SECTION 10.4 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 any attempted assignment or transfer
by any Borrower without such consent 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 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

              (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of MetLife and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) except in the case of an assignment to a Lender or an Affiliate
of a Lender or an assignment of the entire remaining amount of the assigning
Lender's Commitment, the amount of the Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of MetLife and the
Administrative Agent otherwise consent, (iii) 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, except that this clause (iii) shall
not apply to rights in respect of outstanding Competitive Loans, (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; provided further that any
consent of MetLife otherwise required under this paragraph shall not be required
if an Event of Default under clause (h) or (i) of Article VII has occurred and
is continuing. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its

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<PAGE>   62
obligations under this Agreement (and, in the case of an Assignment and
Acceptance 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 2.13, 2.14, 2.15 and 10.3). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph 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 paragraph (e) of this Section.

              (c) The Administrative Agent, acting for this purpose as an agent
of the Borrowers, shall maintain a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans 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 and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

              (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

              (e) Any Lender may, without the consent of the Borrowers or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
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, modification or waiver
described in the first proviso to Section 10.2(b) that affects such Participant.
Subject to paragraph (f) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also

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<PAGE>   63
shall be entitled to the benefits of Section 10.8 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.16(c) as though it
were a Lender.

              (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 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
Company's 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 2.15 unless
MetLife is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.15(e) as though it were a Lender.

              (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

              (h) Anything in this Section to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder
to the Company or any Affiliate or Subsidiary thereof without the prior written
consent of each Lender.

              (i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and MetLife, the option to provide to the Borrowers
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrowers pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such advance were made by such Granting Lender. Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
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 indebtedness 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
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this
Section10.4(i), any SPC may (i) with notice to, but without the prior written
consent of, the Borrowers and the Administrative Agent and without paying any
processing fee therefore, assign all or a portion of its interest in any Loan to
the Granting Lender or to any institutions (consented to by MetLife and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Advances to any rating agency,

                            364-Day Credit Agreement
                                       58
<PAGE>   64
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. No SPC shall have any voting rights under
Section 10.2 and the Borrowers may deal only with the Lenders. This section may
not be amended without the written consent of all the Lenders.

              SECTION 10.5 Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.13, 2.14, 2.15 and 10.3 and Article IX shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

              SECTION 10.6 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 5.1, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

              SECTION 10.7 Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

              SECTION 10.8 Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, 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 and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
relevant Borrower against any of and all the obligations of such Borrower now or
hereafter existing under

                            364-Day Credit Agreement
                                       59
<PAGE>   65
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

              SECTION 10.9 Governing Law; Jurisdiction; Consent to Service of
Process.

              (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

              (b) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrowers or their respective properties in the
courts of any jurisdiction.

              (c) Each Borrower hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

              (d) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 10.1. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

              SECTION 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE

                            364-Day Credit Agreement
                                       60
<PAGE>   66
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

              SECTION 10.11 Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

              SECTION 10.12 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 and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (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, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this Section, "Information" means
all information received from the Company relating to the Company or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company; provided that, in the case of information received
from the Company 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.

              SECTION 10.13 Existing Agreement . On the date of the execution
and delivery of this Agreement by the parties hereto, the 364 Day Credit
Agreement dated as of April 27, 1998 , as amended, among the Company, Funding,
certain financial institutions and certain banks shall automatically terminate
and all principal and interest payable thereunder shall have been paid.

                            364-Day Credit Agreement
                                       61
<PAGE>   67
              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.

                                      METLIFE, INC.


                                      By: /s/ Leland C. Launer, Jr.
                                         --------------------------------
                                              Leland C. Launer, Jr.
                                              Treasurer

                                      METROPOLITAN LIFE INSURANCE
                                      COMPANY


                                      By: /s/ Leland C. Launer, Jr.
                                         -------------------------------
                                              Leland C. Launer, Jr.
                                              Treasurer


                                      METLIFE FUNDING, INC.


                                      By: /s/ Leland C. Launer, Jr.
                                         -------------------------------
                                              Leland C. Launer, Jr.
                                              President


                            364-Day Credit Agreement
                                      S-1
<PAGE>   68
                                      BANK OF AMERICA, N.A.
                                      individually and as
                                      Administrative Agent,


                                      By: /s/ Leslie Reed
                                         -----------------------------
                                              Leslie Reed
                                              Vice President

                            364-Day Credit Agreement
                                      S-2
<PAGE>   69
                                      CITIBANK, N.A.


                                      By: /s/ Sandra Heim
                                        ------------------------------
                                              Sandra Heim
                                              Vice President

                            364-Day Credit Agreement
                                      S-3
<PAGE>   70
                                      CREDIT SUISSE FIRST BOSTON


                                      By: /s/ Jay Chall
                                        -------------------------------
                                              Jay Chall
                                              Director


                                      By: /s/ David Sawyer
                                        --------------------------------
                                              David Sawyer
                                             Vice President




                            364-Day Credit Agreement
                                      S-4
<PAGE>   71
                                      THE CHASE MANHATTAN BANK


                                      By: /s/ Heather A. Lindstrom
                                        --------------------------------
                                              Heather A. Lindstrom
                                              Vice President


                            364-Day Credit Agreement
                                      S-5
<PAGE>   72
                                      LEHMAN COMMERCIAL PAPER INC.


                                      By: /s/ Michele Swanson
                                        ----------------------------------
                                              Michele Swanson
                                              Authorized Signatory


                            364-Day Credit Agreement
                                      S-6
<PAGE>   73
                                      BANCO SANTANDER CENTRAL HISPANO S.A.


                                      By: /s/ Jorge Saavedra
                                        ---------------------------------
                                              Jorge Saavedra
                                              Vice President


                                      By: /s/ Sen Louis
                                         --------------------------------
                                              Sen Louis
                                              Assistant Vice President




                            364-Day Credit Agreement
                                      S-7
<PAGE>   74
                                      BNP PARIBAS


                                      By: /s/ Phil Truesdale
                                         ------------------------------
                                              Phil Truesdale
                                              Director


                                      By: /s/ Margrerite L. Lebol
                                         --------------------------------
                                              Marguerite L. Leobl
                                              Associate







                            364-Day Credit Agreement
                                      S-8
<PAGE>   75
                                      BARCLAYS BANK PLC


                                      By: /s/ Allison Mc Guigan
                                         -------------------------------
                                              Allison Mc Guigan
                                              Associate Director


                            364-Day Credit Agreement
                                      S-9
<PAGE>   76
                                      FIRST UNION NATIONAL BANK


                                      By: /s/ Daniel J. Norton
                                        ----------------------------------
                                              Daniel J. Norton
                                              Director


                            364-Day Credit Agreement
                                      S-10
<PAGE>   77
                                      FLEET NATIONAL BANK


                                      By: /s/ Lawrence C. Bigelow
                                        ----------------------------------
                                              Lawrence C. Bigelow
                                              Managing Director


                            364-Day Credit Agreement
                                      S-11
<PAGE>   78
                                      MELLON BANK N.A.


                                      By: /s/ Carrie Burnham
                                        -------------------------------
                                              Carrie Burnham
                                              Assistant Vice President


                            364-Day Credit Agreement
                                      S-12
<PAGE>   79
                                      STATE STREET BANK AND TRUST COMPANY


                                      By: /s/ Edward M. Anderson
                                        --------------------------------
                                              Edward M. Anderson
                                              Vice President


                            364-Day Credit Agreement
                                      S-13
<PAGE>   80
                                      THE BANK OF NEW YORK


                                      By: /s/ Evan Glass
                                        --------------------------------
                                              Evan Glass
                                              Assistant Vice President

                            364-Day Credit Agreement
                                      S-14
<PAGE>   81
                                      THE NORTHERN TRUST COMPANY


                                      By: /s/ Marcia Saper
                                        -------------------------------
                                              Marcia Saper
                                              Vice President

                            364-Day Credit Agreement
                                      S-15
<PAGE>   82
                                      BANK ONE, NA


                                      By: /s/ Marie Basbagill
                                        ----------------------------------
                                              Marie Basbagill
                                              Corporate Banking Officer

                            364-Day Credit Agreement
                                      S-16
<PAGE>   83
                                      DEUTSCHE BANK AG, NEW YORK AND/OR
                                      CAYMAN ISLAND BRANCHES

                                      By: /s/ John S. Mc Gill
                                        ----------------------------------
                                              John S. Mc Gill
                                              Director


                                      By: /s/ Ruth Leung
                                        --------------------------------
                                              Ruth Leung
                                              Director




                            364-Day Credit Agreement
                                      S-17
<PAGE>   84
                                      FIRSTAR BANK, NA


                                      By: /s/ Robert A. Flosbach
                                        --------------------------------
                                              Robert A. Flosbach
                                              Senior Vice President


                            364-Day Credit Agreement
                                      S-18
<PAGE>   85
                                      ROYAL BANK OF CANADA


                                      By: /s/ Alexander Birr
                                        -----------------------------------
                                              Alexander Birr
                                              Senior Manager


                            364-Day Credit Agreement
                                      S-19
<PAGE>   86
                                      WACHOVIA BANK, N.A.


                                      By: /s/ Michael T. Harder
                                        ---------------------------------
                                              Michael T. Harder
                                              Senior Vice President


                            364-Day Credit Agreement
                                      S-20


<PAGE>   87
                                                                       EXHIBIT A

                                  [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of April
25, 2001 (as amended and in effect on the date hereof, the "Credit Agreement"),
among MetLife, Inc., Metropolitan Life Insurance Company, MetLife Funding, Inc.;
the Lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan
Bank, Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents
and Bank of America, N.A., as Administrative Agent for the Lenders. Terms
defined in the Credit Agreement are used herein with the same meanings.

                  The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of
the Assignor on the Assignment Date and Competitive Loans, Revolving Loans and
L/C Obligations owing to the Assignor which are outstanding on the Assignment
Date, excluding accrued interest and fees to and excluding the Assignment Date.
The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From
and after the Assignment Date (i) the Assignee shall be a party to and be bound
by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent of the Assigned Interest, relinquish its rights
and be released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit
Agreement.

                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.


                            Assignment and Acceptance
<PAGE>   88
Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):

                                                    Percentage Assigned of
                                                    Facility/Commitment
                                                    (set forth, to at
                         Principal Amount           least 8 decimals, as a
                         Assigned (and              percentage of the
                         identifying                Facility and the
                         information as to          aggregate Commitments
                         individual                 of all Lenders
Facility                 Competitive  Loans)        thereunder)
Commitment Assigned:                                $                     %
Revolving Loans:
Competitive Loans:



The terms set forth above and on the reverse side hereof are hereby agreed to:

                                          [Name of Assignor], as Assignor


                                          By:_________________________________
                                             Name:
                                             Title:






--------------------------------
(1)      Must be at least five Business Days after execution hereof by all
         required parties.


                            Assignment and Acceptance

                                      -2-
<PAGE>   89
                                          [Name of Assignee], as Assignee


                                          By:_________________________________
                                             Name:
                                             Title:



The undersigned hereby consent to the within assignment:(2)

[Name of Borrower],                       Bank of America, N.A.,
                                          as Administrative Agent,


By:_________________________________      By:_________________________________
   Name:                                     Name:
   Title:                                    Title:




-------------------------
(2)      Consents to be included to the extent required by Section 10.4(b) of
         the Credit Agreement.


                            Assignment and Acceptance

                                      -3-
<PAGE>   90
                                                                       EXHIBIT B





                [Form of Opinion of Counsel for the Borrowers]


                                 April 25, 2001



To the Lenders Referred to Below and
Bank of America, N.A. as
  Administrative Agent
231 South LaSalle Street
Chicago, Illinois  60697

Dear Sirs:

                  I am counsel to Metropolitan Life Insurance Company (the
"Company"), a New York insurance company, and in such capacity have represented
the Company, MetLife, Inc. ("MetLife"), a Delaware corporation and MetLife
Funding, Inc., a Delaware corporation ("Funding" and together with the Company
and MetLife, the "Borrowers") in connection with the 364-Day Credit Agreement
dated as of April 25, 2001 (the "Credit Agreement"), among the Borrowers, the
lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan Bank,
Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and Bank
of America, N.A., as Administrative Agent, providing for loans to be made by
said lenders to the Borrowers in an aggregate principal amount not to exceed
$1,250,000,000. Terms defined in the Credit Agreement are used herein with the
same meanings. This opinion is being delivered pursuant to Section 5.1(b) of the
Credit Agreement.

                  In rendering the opinions expressed below, I have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.

                  In my examination, I have assumed the authenticity of all
documents submitted to me as originals and the conformity with authentic
original documents of all documents submitted to me as copies. When relevant
facts were not independently established, I have relied upon statements of
governmental officials and upon representations made in or pursuant to the
Credit Agreement.
<PAGE>   91
                  In rendering the opinions expressed below, I have assumed,
with respect to the Credit Agreement, that (except, to the extent expressly set
forth in the opinions below, as to the Borrowers):

                  (i) it has been duly authorized by, has been duly executed and
         delivered by, and constitutes the legal, valid and binding and
         enforceable obligations of, all of the parties thereto;

                  (ii) all signatories thereto have been duly authorized; and

                  (iii) all of the parties thereto are duly organized and
         validly existing and have the power and authority (corporate or other)
         to execute, deliver and perform the Credit Agreement.

                  Upon the basis of the foregoing, I am of the opinion that:

                  1. (a) MetLife is a corporation duly organized, validly
         existing and in good standing under the laws of Delaware; (b) the
         Company is a life insurance company duly organized, validly existing
         and in good standing under the laws of New York; (c) Funding is a
         corporation duly organized, validly existing and in good standing under
         the laws of Delaware; (d) each of the Borrowers has all requisite
         corporate power and authority to carry on its business as now
         conducted; and (e) except where the failure to do so, individually or
         in the aggregate, could not reasonably be expected to result in a
         Material Adverse Change, MetLife and each of its Material Subsidiaries
         is qualified to do business in, and is in good standing in, every
         jurisdiction where such qualification is required.

                  2. The Transactions are within each Borrower's corporate
         powers and have been duly authorized by all necessary corporate action.
         The Credit Agreement has been duly executed and delivered by each
         Borrower and constitutes a legal, valid and binding obligation of such
         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.

                  3. 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. There are no actions, suits or proceedings by or before any
         arbitrator or Governmental Authority pending against or, to my
         knowledge, threatened against or affecting MetLife or any of its
         Material Subsidiaries (a) as to which there is a reasonable possibility
         of an adverse determination and that, if adversely determined, is
         reasonably

                                      -2-
<PAGE>   92
         likely, individually or in the aggregate, to have a Material Adverse
         Change (other than the Disclosed Matters) or (b) that involve the
         Credit Agreement or the Transactions.

                  5. 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 the
         requirements 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.

                  The foregoing opinions are subject to the following comments
         and qualifications:

                  (A) The enforceability of Section 10.3 of the Credit Agreement
         may be limited by laws limiting the enforceability of provisions
         exculpating or exempting a party, or requiring indemnification of a
         party for, liability for its own action or inaction, to the extent the
         action or inaction involves gross negligence, recklessness, willful
         misconduct or unlawful conduct.

                  (B) The enforceability of provisions of the Credit Agreement
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (C) I express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Bank is located (other than the State of
         New York) that limit the interest, fees or other charges such Banks may
         impose, (ii) the last sentence of Section 2.16(c) of the Credit
         Agreement, and (iii) the first sentence of Section 10.9(b) of the
         Credit Agreement, insofar as such sentence relates to the subject
         matter jurisdiction of the United States District Court for the
         Southern District of New York to adjudicate any controversy related to
         the Credit Agreement.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America, the law of the State of New York
and the General Corporation law of the State of Delaware, and I do not express
any opinion as to the laws of any other jurisdiction.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.

                                    Very truly yours,

                                      -3-
<PAGE>   93
                                                                       EXHIBIT C




                                  L/C Application



TO:   Bank of America, as L/C Administrator

      Reference is made to the 364-Day Credit Agreement (as from time to time
amended, the "Credit Agreement") among MetLife, Inc., Metropolitan Life
Insurance Company, MetLife Funding Inc., certain lenders, Lehman Commercial
Paper, Inc., The Chase Manhattan Bank, Citibank, N.A. and Credit Suisse First
Boston, as Co-Syndication Agents and Bank of America, N.A., as Administrative
Agent.  All capitalized terms used in this L/C Application which are defined
in the Credit Agreement shall have the meanings set forth therein unless
otherwise defined in this L/C Application or the context otherwise requires.

      The undersigned Applicant hereby applies for the issuance of a Letter of
Credit as follows:

      1. The Letter of Credit shall be in the amount of $__________.

      2. The applicant shall be ____________ [and the Co Applicant shall be
_________].

      3. The date of Issuance of the Letter of Credit shall be _____________.

      4. The expiry date of the Letter of Credit shall be ________________.

      5. [All the Lenders shall be Issuing Lenders.] [The Fronting Bank shall be
the only Issuing Lender and all other Lenders shall be Participating Lenders.]
[All Lenders shall be Issuing Lenders except _______________ shall be
Participating Lenders.]

      6. The name and address of the Beneficiary is ____________.

      7. The documents, if any, to be delivered by the Beneficiary in case of a
drawing under the Letter of Credit shall be ___________________.

      8. Any drawing under the Letter of Credit shall be accompanied by a
certificate in the from attached.

      This L/C Application and the Letter of Credit shall be governed by, and be
subject to the terms of, Article III of the Credit Agreement.
<PAGE>   94
      The undersigned hereby execute[s] this L/C Application this _________ day
of _______, 200__.

                                    [Applicant]

                                    By:____________________________
                                    Title:___________________________



                                    [Co Applicant]

                                    By:____________________________
                                    Title:___________________________


                                       2
<PAGE>   95
                                  Schedule 2.1

--------------------------------------------------------------------------------
               Lender                        Commitment         L/C Commitment
--------------------------------------------------------------------------------
Bank of America, N.A.                       $101,000,000          $20,200,000
--------------------------------------------------------------------------------
Citibank, N.A.                              $101,000,000          $20,200,000
--------------------------------------------------------------------------------
Credit Suisse First Boston                  $101,000,000          $20,200,000
--------------------------------------------------------------------------------
The Chase Manhattan Bank                    $101,000,000          $20,200,000
--------------------------------------------------------------------------------
Lehman Commercial Paper Inc.                $101,000,000          $20,200,000
--------------------------------------------------------------------------------
Banco Santander Central Hispano S.A.        $ 62,000,000          $12,400,000
--------------------------------------------------------------------------------
BNP Paribas                                 $ 62,000,000          $12,400,000
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Barclays Bank PLC                           $ 62,000,000          $12,400,000
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First Union National Bank                   $ 62,000,000          $12,400,000
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Fleet National Bank                         $ 62,000,000          $12,400,000
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Mellon Bank N.A.                            $ 62,000,000          $12,400,000
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State Street Bank and Trust Company         $ 62,000,000          $12,400,000
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The Bank of New York                        $ 62,000,000          $12,400,000
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The Northern Trust Company                  $ 41,500,000          $ 8,300,000
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Bank One, NA                                $ 41,500,000          $ 8,300,000
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Deutsche Bank AG, New York                  $ 41,500,000          $ 8,300,000
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Firstar Bank, NA                            $ 41,500,000          $ 8,300,000
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Royal Bank of Canada                        $ 41,500,000          $ 8,300,000
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Wachovia Bank, N.A.                         $ 41,500,000          $ 8,300,000
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COMMITMENTS                               $1,250,000,000         $250,000,000
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                            364-Day Credit Agreement

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