exv10w3












Exhibit 10.3




EXECUTION COPY




	 	 	 

	BANK OF AMERICA, N.A.
	 	CREDIT SUISSE AG, CAYMAN ISLANDS
	BANC OF AMERICA SECURITIES LLC
	 	BRANCH
	One Bryant Park
	 	CREDIT SUISSE SECURITIES (USA) LLC
	New York, New York 10036
	 	Eleven Madison Avenue
	 
	 	New York, NY 10010
	 	 	 
	DEUTSCHE BANK AG CAYMAN ISLANDS
	 	HSBC BANK USA, N.A.
	BRANCH
	 	HSBC SECURITIES (USA) INC.
	DEUTSCHE BANK SECURITIES INC.
	 	452 Fifth Avenue
	60 Wall Street
	 	New York, New York 10018
	New York, New York 10005	 	 
	 	 	 
	UBS LOAN FINANCE LLC
	 	WELLS FARGO BANK, NATIONAL
	c/o UBS AG, Stamford Branch
	 	ASSOCIATION
	677 Washington Boulevard
	 	301 S. College Street, 15th Floor
	Stamford, Connecticut 06901
	 	MAC: D1053-068
	 
	 	Charlotte, NC 28288






March 16, 2010




MetLife, Inc.

1095 Avenue of the Americas

New York, NY 10036





			
	Attention:	 	Steven Goulart

Treasurer and Senior Vice President, Corporate Development





MetLife, Inc.

$5.0 Billion Senior Credit Facility

Amended and Restated Commitment Letter




Ladies and Gentlemen:



We refer to the Commitment Letter dated March 7, 2010 made by and between MetLife, Inc. (“you” or
the “Borrower”), Bank of America, N.A. (“Bank of America”), Banc of America Securities LLC (“BAS”),
Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”), Credit
Suisse AG, Cayman Islands Branch (“CS”), Credit Suisse Securities (USA) LLC (“CS Securities”), HSBC
Bank USA, N.A. (“HSBC Bank”) and HSBC Securities (USA) Inc. (“HSBC”) (together with the Summary of
Terms attached thereto, the “Original Commitment Letter”). The Original Commitment Letter is
hereby amended and restated in its entirety as of the date first above written on the terms set
forth in this letter (together with the Summary of Terms (as hereinafter defined), this “Commitment
Letter”).







 









 







Bank of America is pleased to offer to be the sole administrative agent (in such capacity, the
“Administrative Agent”) for an up to $5.0 billion senior credit facility (the “Senior Credit
Facility”) to MetLife, Inc. the proceeds of which will be used, in lieu of or in combination with
Capital Markets Proceeds (as hereinafter defined) and Equity Takeout Commitments (as hereinafter
defined) (which Capital Markets Proceeds and Equity Takeout Commitments shall reduce the
commitments hereunder pro rata on a dollar-for-dollar basis), to finance in part your acquisition
of American Life Insurance Company and certain other companies (the “Acquired Companies” and,
collectively, the “Acquired Company”) from ALICO Holdings LLC (“ALICO Holdings”) and their
respective direct or indirect parent American International Group, Inc. (“AIG” and, collectively
with ALICO Holdings, the “Seller”) pursuant to the Stock Purchase Agreement, dated as of March 7,
2010, by and among ALICO Holdings, AIG and Borrower (the “SPA”, and the acquisitions contemplated
thereby being the “Acquisition”). Bank of America is pleased to offer its several (and not joint)
commitment to lend 22.25% of the Senior Credit Facility, DBCI is pleased to offer its several (and
not joint) commitment to lend 22.25% of the Senior Credit Facility, CS is pleased to offer its
several (and not joint) commitment to lend 19.5% of the Senior Credit Facility, HSBC Bank is
pleased to offer its several (and not joint) commitment to lend 12.0% of the Senior Credit
Facility, UBS Loan Finance LLC (“UBS”) is pleased to offer its several (and not joint) commitment
to lend 12.0% of the Senior Credit Facility and Wells Fargo Bank, National Association (“Wells
Fargo Bank”), is pleased to offer its several (and not joint) commitment to lend 12.0% of the
Senior Credit Facility (Bank of America, DBCI, CS, HSBC Bank, UBS and Wells Fargo Bank, in such
capacities, the “Initial Lenders”), in each case, upon and subject to the terms and conditions set
forth in this Commitment Letter and in the Summary of Terms and Conditions attached as Exhibit A
hereto and incorporated herein by this reference (the “Summary of Terms”). Each of BAS, DBSI, CS
Securities and HSBC is pleased to advise you of its willingness, in connection with the foregoing
commitment, to act as a joint lead arranger and a joint book manager (in such capacities, the “Lead
Arrangers”; the Lead Arrangers together with the Initial Lenders and the Administrative Agent, the
“Commitment Parties”) for the Senior Credit Facility and to use commercially reasonable efforts to
form a syndicate of financial institutions (including the Initial Lenders) (collectively, the
“Lenders”) in consultation with you for the Senior Credit Facility. Each of DBSI, CS Securities
and HSBC Bank is pleased to advise you of its willingness to act as syndication agent (in such
capacity, the “Syndication Agent”) for the Senior Credit Facility. The Acquisition, the entering
into and funding of the Senior Credit Facility, the transaction giving rise to the Capital Markets
Proceeds and Equity Takeout Commitments and all related transactions are hereinafter collectively
referred to as the “Transaction.”



Bank of America will act as sole Administrative Agent for the Senior Credit Facility and the Lead
Arrangers will act as the only Lead Arrangers for the Senior Credit Facility. No additional
agents, co-agents or arrangers will be appointed and no other titles will be awarded without our
prior written approval. Bank of America and BAS shall have “left” placement, and each of the other
Lead Arrangers shall have placement below or to the right of Bank of America and BAS in the same
order as set forth in this Commitment Letter, in any and all marketing materials and other
documentation used in connection with the Senior Credit Facility and the syndication thereof and
shall have the rights and responsibilities customarily associated with such role, and each of the
Commitment Parties shall receive league table credit in connection with each of the capacities in
which it is acting pursuant hereto.



The several commitment of each Initial Lender hereunder and the several undertaking of each Lead
Arranger to provide the services described herein are subject to the satisfaction of each of the
following conditions precedent, and the conditions precedent set forth in the Summary of Terms: (a)
the accuracy and completeness in all material respects of all representations that you and your
affiliates make in writing in connection with the Transaction to any Commitment Party and your
compliance with the terms of this Commitment Letter (including the Summary of Terms) and the Fee
Letter (as hereinafter defined); and (b) the negotiation, execution and delivery of definitive
documentation for the Senior Credit Facility consistent with the Summary of Terms and otherwise
reasonably satisfactory to the Commitment Parties.






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Without limiting your obligations to assist with syndication efforts as set forth below, each
Initial Lender agrees that completion of such syndications is not a condition to their commitments
hereunder.



The Lead Arrangers intend to commence syndication of the Senior Credit Facility promptly upon your
acceptance of this Commitment Letter and the Fee Letter, and the several commitments of the Initial
Lenders hereunder shall be reduced dollar-for-dollar on a pro rata basis as and when corresponding
commitments are received from the Lenders and accepted by you (acting reasonably) in writing
pursuant to an amendment or amendment and restatement of, or joinder to, this Commitment Letter
(any such amendment, amendment and restatement or joinder, a “Joinder”). The parties agree to
cooperate in good faith to execute and deliver Joinders promptly upon Lenders’ being identified and
accepted by the Borrower, such acceptance not to be unreasonably withheld or delayed. You agree to
actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facility that is
satisfactory to the Lead Arrangers. Such assistance shall include your (a) providing and causing
your advisors to provide the Commitment Parties and the other Lenders upon request with all
information reasonably deemed necessary by the Commitment Parties to complete syndication,
including, but not limited to, information and evaluations (other than legal advice) prepared by
you and your advisors, or on your behalf, and by the Acquired Company and its advisors, or on their
behalf, relating to the transactions contemplated by the SPA and the debt financings contemplated
in connection therewith, including those contemplated by this Commitment Letter (including the
Projections (as hereinafter defined), the “Information”), (b) assisting in the preparation of an
Information Memorandum and other materials to be used in connection with the syndication of the
Senior Credit Facility (collectively with the Summary of Terms, the “Information Materials”), (c)
using your commercially reasonable efforts to ensure that the syndication efforts of the Lead
Arrangers benefit materially from your, and using commercially reasonable efforts to ensure that
the syndication efforts benefit materially from the Acquired Company’s, existing banking
relationships and (d) otherwise assisting the Commitment Parties in their syndication efforts,
including by making your senior officers and advisors, and using commercially reasonable efforts to
make senior officers and advisors of the Acquired Company, available from time to time to attend
and make presentations regarding the business and prospects of the Borrower and its subsidiaries
(including the Acquired Company), as appropriate, at one or more meetings of prospective Lenders.
You hereby agree that the Information Memorandum to be used in connection with the syndication of
the Senior Credit Facility shall be completed at least 30 days prior to the Closing Date (as
hereinafter defined).



It is understood and agreed that the Lead Arrangers will manage and control all aspects of the
syndication in consultation with you, including decisions as to the selection of prospective
Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final
allocations of the commitments among the Lenders. It is understood that no Lender participating in
the Senior Credit Facility will receive compensation from you in order to obtain its commitment,
except on the terms contained herein and in the Summary of Terms. It is also understood and agreed
that the amount and distribution of the fees among the Lenders will be at the sole and absolute
discretion of the Lead Arrangers. Commitments obtained from Lenders will be applied to reduce the
commitments of the Initial Lenders on a pro rata basis. The Commitment Parties hereby agree that
during the Syndication Period (as defined in the Fee Letter), all Sell Downs (as defined in Annex A
hereto) of loans and commitments under the Senior Credit Facility by any Initial Lender or
Affiliate Transferee (as defined in Annex A hereto) shall be (i) conducted in accordance with Annex
A hereto and (ii) shared among the Initial Lenders and their Affiliate Transferees ratably. Any
Sell Down agreed to in substance during the Syndication Period shall be deemed for purposes of this
Commitment Letter to occur during the Syndication Period. Once any such loan or commitment or any
interest therein has been Sold Down, it shall no longer be subject to the restrictions of the two
preceding sentences.



You hereby represent, warrant and covenant that all Information which has been or is hereafter made
available in writing to any Commitment Party or the Lenders by you or any of your representatives






3









 







(including, without limitation, counsel, advisors and accountants), and that to your knowledge all
Information which has been or is hereafter made available in writing to any Commitment Party or the
Lenders by the Seller or Acquired Company or any of their representatives (including, without
limitation, counsel, advisors and accountants), in connection with any aspect of the transactions
contemplated hereby, as and when furnished, taken as a whole, is and will be complete and correct
in all material respects and does not and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained therein not misleading;
provided that, with respect to Information consisting of projections and forward-looking statements
(the “Projections”), no representation, warranty or covenant is made other than that the
Projections have been (or in the case of Projections made available after the date hereof, will be)
based on assumptions and estimates developed by management of the Borrower in good faith and
believed to be reasonable as of the date such Projections were or are made available (it being
understood that the Projections are not a guarantee of future performance and that actual results
during the period or periods covered by the Projections may materially differ from the projected
results therein). You agree to furnish us with further and supplemental information from time to
time until the date of the initial borrowing under the Senior Credit Facility (the “Closing Date”)
and for a reasonable period thereafter as we may notify you is necessary to complete the
syndication of the Senior Credit Facility so that the representation, warranty and covenant in the
immediately preceding sentence are correct on the Closing Date and on such later date on which the
syndication of the Senior Credit Facility is completed as if the Information were being furnished,
and such representation, warranty and covenant were being made, on such date. In issuing this
commitment and in arranging and syndicating the Senior Credit Facility, the Commitment Parties are
and will be using and relying on the Information without independent verification thereof.



You acknowledge that the Commitment Parties on your behalf will make available Information
Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks
or another similar electronic system. In connection with the syndication of the Senior Credit
Facility, unless the parties hereto otherwise agree in writing, you shall be under no obligation to
provide Information Materials suitable for distribution to any prospective Lender (each, a “Public
Lender”) that has personnel who do not wish to receive material non-public information (within the
meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its
affiliates, or the respective securities of any of the foregoing. You agree, however, that the
definitive credit documentation will contain provisions concerning Information Materials to be
provided to Public Lenders and the absence of MNPI therefrom. Prior to distribution of Information
Materials to prospective Lenders, you shall provide us with a customary letter authorizing the
dissemination thereof.



By executing this Commitment Letter, you agree to reimburse each Commitment Party from time to time
promptly after demand (together with a reasonably detailed invoice thereof) for all reasonable
out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees,
disbursements and other charges of Shearman & Sterling LLP, as sole New York counsel to the Lead
Arrangers, (b) the reasonable fees, disbursements and other charges of any regulatory counsel and a
single local counsel to the Lead Arrangers in any material jurisdictions, in each case retained
with your consent (such consent not to be unreasonably withheld or delayed) and (c) due diligence
expenses) incurred in connection with the Senior Credit Facility, the syndication thereof, the
preparation of the definitive documentation therefor and the other transactions contemplated
hereby.



You agree to indemnify and hold harmless Bank of America, BAS, DBCI, DBSI, CS, CS Securities, HSBC
Bank, HSBC, UBS, Wells Fargo Bank, each Lender and each of their respective affiliates and their
respective officers, directors, employees, agents, advisors and other representatives (each, an
“Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are
incurred for) any and all claims, damages, losses, liabilities and expenses (including, without
limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred
by or asserted or






4









 







awarded against any Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation, litigation or
proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by
this Commitment Letter or the Transaction or (b) the Senior Credit Facility or any use made or
proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss,
liability or expense is found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.
In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph
applies, such indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or
not an Indemnified Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. You also agree that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to you or your
subsidiaries or affiliates or to your or their respective equityholders or creditors arising out
of, related to or in connection with any aspect of the transactions contemplated hereby, except to
the extent of direct, as opposed to special, indirect, consequential or punitive, damages
determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that
each of Bank of America, DBCI, CS, HSBC Bank, UBS and Wells Fargo Bank shall be liable solely in
respect of its own commitment to the Senior Credit Facility on a several, and not joint, basis with
any other Lender, and that such liability shall only arise to the extent damages have been caused
by a breach of Bank of America’s, DBCI’s, CS’s, HSBC Bank’s, UBS’s or Wells Fargo Bank’s respective
obligations hereunder to negotiate in good faith definitive documentation for the Senior Credit
Facility on the terms set forth herein and in the Summary of Terms as determined in a final
non-appealable judgment by a court of competent jurisdiction. Notwithstanding any other provision
of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the
use by others of information or other materials obtained through electronic telecommunications or
other information transmission systems.



This Commitment Letter and each fee letter among you and any of the Commitment Parties of even date
herewith or of even date with the Original Commitment Letter (collectively, the “Fee Letter”) and
the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a
confidential basis to your accountants, attorneys and other professional advisors retained by you
or employed by your affiliate MetLife Group, Inc. in connection with the Senior Credit Facility or
as otherwise required by law (and, in the case of any disclosure made as required by law, you agree
to promptly inform us of such disclosure to the extent permitted by applicable law), may not be
disclosed by you in whole or in part to any person or entity without our prior written consent;
provided, however, it is understood and agreed that you may disclose (i) this Commitment Letter
(including the Summary of Terms) and the Fee Letter to the Acquired Company and the Seller on a
confidential basis and (ii) this Commitment Letter (including the Summary of Terms), but not the
Fee Letter or the contents thereof, after your acceptance of this Commitment Letter and the Fee
Letter, in filings with the Securities and Exchange Commission and other applicable regulatory
authorities and stock exchanges. Further, Bank of America, BAS, DBCI, DBSI, CS, CS Securities,
HSBC Bank, HSBC, UBS and Wells Fargo Bank shall be permitted to use information related to the
syndication and arrangement of the Senior Credit Facility in connection with marketing, press
releases or other transactional announcements or updates provided to investor or trade
publications, subject to confidentiality obligations or disclosure restrictions provided herein or
otherwise reasonably requested by the Borrower provided that the content of any such press
releases/transactional updates shall be reasonably acceptable to the Borrower. The Commitment
Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of
Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain,
verify and record information that identifies you, which information includes your name and address
and other information that will allow such Commitment Party, as applicable, to identify you in
accordance with the Act.







5









 







You acknowledge that each of the Commitment Parties or their affiliates may be providing financing
or other services to parties whose interests may conflict with yours. Each Commitment Party
severally agrees that it will not furnish confidential information obtained from you to any of its
other customers or any other person except the other Lenders and prospective Lenders and as
required by law or pursuant to legal process and that it will treat confidential information
relating to you and your affiliates with the same degree of care as it treats its own confidential
information; provided that nothing herein will prohibit any Commitment Party from disclosing any
such information (a) upon the request or demand of any regulatory authority having jurisdiction
over such Commitment Party or any of its affiliates, (b) to the extent such information is publicly
available or becomes publicly available other than by reason of improper disclosure by such
Commitment Party, (c) to such Commitment Party’s affiliates and their respective officers,
directors, partners, members, investors, employees, legal counsel, independent auditors and other
experts and agents who need to know such information to the extent such persons are subject to
confidentiality restrictions, (d) received by such Commitment Party on a non-confidential basis
from a source other than the Borrower or its affiliates not known to such Commitment Party to be
prohibited from disclosing such information by a legal, contractual or fiduciary obligation, (e) to
the extent such information is independently developed by such Commitment Party, (f) for purposes
of establishing a “due diligence” defense or (g) in enforcing such Commitment Party’s rights with
respect to this Commitment Letter or the Fee Letter. Each Commitment Party further advises you
that it will not make available to you confidential information that they have obtained or may
obtain from any other customer. In connection with the services and transactions contemplated
hereby, and only in such connection, you agree that each Commitment Party is permitted to access,
use and share with any of its bank or non-bank affiliates, agents, advisors (legal or otherwise) or
representatives any information concerning you or any of your affiliates that is reasonably related
to the provision of such services and that is or may come into the possession of such Commitment
Party or any of such affiliates.



In connection with all aspects of each transaction contemplated by this Commitment Letter, you
acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging
and other services described herein regarding the Senior Credit Facility are arm’s-length
commercial transactions between you and your affiliates, on the one hand, and each Commitment
Party, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax
advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and
understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b)
(i) each Commitment Party has been, is, and will be acting solely as a principal and, except as
otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not
be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or
entity and (ii) no Commitment Party has any obligation to you or your affiliates with respect to
the transactions contemplated hereby except those obligations expressly set forth herein; and (c)
each Commitment Party and its respective affiliates may be engaged in a broad range of transactions
that involve interests that differ from yours and those of your affiliates, and no Commitment Party
has any obligation to disclose any of such interests to you or your affiliates. To the fullest
extent permitted by law, you hereby waive and release any claims that you may have against any
Commitment Party with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated by this Commitment Letter.



The provisions of the immediately preceding six paragraphs shall remain in full force and effect
regardless of whether any definitive documentation for the Senior Credit Facility shall be executed
and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or
undertaking of any Commitment Party hereunder.



This Commitment Letter and the Fee Letter may be executed in counterparts which, taken together,
shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the
Fee Letter






6









 







by telecopier or facsimile or as an e-mail attachment in pdf format shall be effective as delivery
of a manually executed counterpart thereof.



This Commitment Letter (including the Summary of Terms) and the Fee Letter shall be governed by,
and construed in accordance with, the laws of the State of New York. Each of you, Bank of America,
BAS, DBCI, DBSI, CS, CS Securities, HSBC Bank, HSBC, UBS and Wells Fargo Bank hereby irrevocably
waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based
on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the
Summary of Terms), the Fee Letter, the transactions contemplated hereby (other than the
transactions governed by any fully-executed definitive loan documentation relating to the Senior
Credit Facility) and thereby or the actions of any Commitment Party in the negotiation, performance
or enforcement hereof. You and we hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New
York over any suit, action or proceeding arising out of or relating to the Transaction or the other
transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of
services hereunder or thereunder. You and we agree that service of any process, summons, notice or
document by registered mail addressed to you or us shall be effective service of process for any
such suit, action or proceeding brought in any such court. You and we hereby irrevocably and
unconditionally waive any objection to the laying of venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding has been brought
in any inconvenient forum.



This Commitment Letter (including the Summary of Terms) and the Fee Letter embody (until the
execution and delivery of the definitive loan documentation relating to the Senior Credit Facility
by all parties thereto) the entire agreement and understanding among the Commitment Parties, you
and your affiliates with respect to the Senior Credit Facility and supersede all prior agreements
and understandings relating to the specific matters hereof. However, please note that the terms
and conditions of the several commitments of the Initial Lenders and the several undertakings of
the Administrative Agent and the Lead Arrangers hereunder are not limited to those set forth herein
or in the Summary of Terms; provided that the terms of the definitive loan documentation shall be
such that they do not impair the availability of the Senior Credit Facility on the Closing Date if
the conditions precedent set forth in this Commitment Letter and the Summary of Terms are
satisfied. Those matters that are not covered or made clear herein or in the Summary of Terms or
the Fee Letter are subject to mutual agreement of the parties. This Commitment Letter may be
modified or amended only by the written agreement of all the parties hereto. No party has been
authorized by any Commitment Party to make any oral or written statements that are inconsistent
with this Commitment Letter. This Commitment Letter is not assignable by the Borrower without our
prior written consent and is intended to be solely for the benefit of the parties hereto and the
Indemnified Parties.



This Commitment Letter and all commitments and undertakings of any Commitment Party hereunder will
expire at 5:00 p.m. (New York City time) on March 16, 2010 unless you execute this Commitment
Letter and the Fee Letter and return them to us prior to that time (which may be by facsimile
transmission or as an e-mail attachment in pdf format), whereupon this Commitment Letter (including
the Summary of Terms) and the Fee Letter (each of which may be signed in one or more counterparts)
shall become binding agreements. Thereafter, all commitments and undertakings of each Commitment
Party hereunder will expire on the earliest of (a) January 10, 2011, unless the Closing Date occurs
on or prior thereto, provided that if the sole reason that the Closing Date has not occurred is
that one or more approvals of governmental authorities required pursuant to Section 9.01(b) of the
SPA in effect on the date of the Original Commitment Letter have not been obtained on or prior to
such date, and the End Date (as defined in the SPA in effect on the date of the Original Commitment
Letter) has been extended in accordance therewith to a date not beyond July 10, 2011, then the date
applicable under this clause (a) shall be extended to such End Date, (b) the closing of the
Acquisition, (c) the acceptance by the Acquired






7









 







Company, the Seller or any of their affiliates of an offer for all or any substantial part of the
capital stock or property and assets of the Companies other than as part of the Transaction, (d)
the date that the SPA is terminated or expires or pursuit of the Acquisition is abandoned and (e)
receipt by the Commitment Parties of written notice from the Borrower of the Borrower’s election to
terminate all commitments hereunder in full.



This Commitment Letter supersedes in its entirety the Original Commitment Letter; provided that
those provisions of the Original Commitment Letter which by their terms survive the termination
thereof shall survive and apply to the period from the date of the Original Commitment Letter
through the date hereof.



In consideration of the time and resources that the Commitment Parties will devote to the Senior
Credit Facility, you agree that, until such expiration (of commitments of all Commitment Parties),
you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of,
any offering, placement or arrangement of any competing senior credit facility for the Borrower and
its subsidiaries; provided that the following shall not be deemed to be competing senior credit
facilities: (i) funding agreement-backed medium term note and commercial paper programs of
Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut; (ii) borrowings
by any insurance subsidiary from the Federal Home Loan Bank; (iii) other securities issuances
backed by funding agreements sold by Borrower’s insurance companies; (iv) securities offerings and
credit facilities entered into to finance AXXX/XXX reserves and similar reserve financing
securities offerings and credit facilities; and (v) any renewal of any of the Borrower’s credit
facilities existing on the date of the Original Commitment Letter (clauses (i) through (v),
collectively, “Permitted Ordinary Course Financings”).




[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





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We are pleased to have the opportunity to work with you in connection with this important
financing.




	 	 	 	 	 	 	 

	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chris Choi
	 	 	 	 	 
	 

	 	 	 	Name:	 	Chris Choi
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANC OF AMERICA SECURITIES LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan Mullen
	 	 	 	 	 
	 

	 	 	 	Name:	 	Jonathan Mullen
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 

	 	 	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John McGill
	 	 	 	 	 
	 

	 	 	 	Name:	 	John McGill
	 

	 	 	 	Title:	 	Director
	 

	 

	 	By:	 	/s/ Michael Campites
	 	 	 	 	 
	 

	 	 	 	Name:	 	Michael Campites
	 

	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK SECURITIES INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John McGill
	 	 	 	 	 
	 

	 	 	 	Name:	 	John McGill
	 

	 	 	 	Title:	 	Director
	 

	 

	 	By:	 	/s/ Michael Campites
	 	 	 	 	 
	 

	 	 	 	Name:	 	Michael Campites
	 

	 	 	 	Title:	 	Vice President





 









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/
Jay Chall	 
	 	 	Name:  	Jay Chall	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/
Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich	 
	 	 	Title:  	Vice President	 
	 
	 	CREDIT SUISSE SECURITIES (USA) LLC

 	 
	 	By:  	/s/ SoVonna Day-Goins
	 
	 	 	Name:  	SoVonna Day-Goins 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	HSBC BANK USA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul Silvester
	 	 	 	 	 
	 

	 	 	 	Name:	 	Paul Silvester
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC SECURITIES (USA) INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jay Schwartz
	 	 	 	 	 
	 

	 	 	 	Name:	 	Jay Schwartz
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 

	 	 	UBS LOAN FINANCE LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Simon D. Walker 
	 	 	 	 	 
	 

	 	 	 	Name:	 	Simon D. Walker 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director
	 

	 	 	 	 	 	 
	 
	 

	 	 	 	/s/ Barbara S. Wang
	 	 	 	 	 
	 

	 	 	 	Barbara S. Wang
	 

	 	 	 	 	 	 
	 

	 	 	 	Director and Counsel 

Region Americas Legal
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Hanke
	 	 	 	 	 
	 

	 	 	 	Name:	 	Karen Hanke
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director
	 

	 	 	 	 	 	 





 









 





ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:




METLIFE, INC.




	 	 	 	 	 	 	 

	By:

	 	/s/ Steven J. Goulart	 	 
	 	 	 	 	 
	 

	 	Name:	 	Steven J. Goulart	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President and Treasurer	 	 
	 

	 	 	 	 	 	 






 












 





Annex A




SYNDICATION PROTOCOL



The Sell Down of loans and commitments under the Senior Credit Facility during the Syndication
Period shall be arranged and executed jointly among the Lead Arrangers (including decisions with
respect to identifying and approaching potential Lenders and the terms of any Sell Downs (it being
understood that the Administrative Agent shall have the primary administrative role, including
coordinating appropriate commitment, joinder, participation or similar arrangements, as determined
by the Lead Arrangers (collectively, the “Sell Down Documentation”))). Each Sell Down shall be
conducted by way of each applicable Initial Lender entering into appropriate Sell Down
Documentation with each Potential Lender pursuant to which such Initial Lender will sell or
participate its loans or commitments to each Potential Lender, on the terms and conditions set
forth herein.



Each Initial Lender shall provide any prospective indications of interest and related transaction
details with respect to any banks or other entities identified by an Initial Lender as a potential
Lender under the Senior Credit Facility (each, a “Potential Lender”) to BAS, as left-side Lead
Arranger. In the event that a Potential Lender contacts an Initial Lender during the Syndication
Period, such Potential Lender shall be referred to BAS by such Initial Lender. BAS will advise
each other Lead Arranger of any Potential Lender. Any marketing meetings, calls, etc. with
Potential Lenders (including Potential Lenders identified by an Initial Lender and any Potential
Lenders that have contacted an Initial Lender) shall be arranged and coordinated exclusively by BAS
in consultation with the other Lead Arrangers and the Initial Lenders, it being understood that the
Lead Arrangers will take such steps and coordinate any Sell Down of loans and commitments in good
faith with regard to any Potential Lender identified by an Initial Lender that agrees to a Sell
Down.



Prior to any Sell Down during the Syndication Period, the Administrative Agent will notify each
Initial Lender on a timely basis of the prospective Sell Down and any related terms. Each Initial
Lender shall have the right to refuse to participate in such Sell Down and shall notify the
Administrative Agent of any such refusal within three business days. If one or more Initial
Lenders does not participate in a Sell Down (any such Initial Lender, a “Declining Initial
Lender”), then the loans or commitments, as applicable, of the remaining Initial Lenders shall be
reduced on a ratable basis; provided that such Declining Initial Lender’s ratable portion of the
loans and/or commitments in connection with any future Sell Down shall be determined as if such
Declining Initial Lender has fully participated in each Sell Down up to its maximum allotted
position.



For purposes of the Commitment Letter and this Annex A, the following terms shall have the
following meanings:



“Sell Down” (and correlative terms) shall mean any sale, assignment, participation, receipt of
commitment advice, syndication of or other transfer or agreement to transfer of any kind
whatsoever, or any agreement to do any of the foregoing; provided that the term “Sell Down” shall
not include (a) any overnight sale-and-repurchase agreements entered into for financing purposes,
(b) any purchases or sales of loans of the Borrower that are not loans by any Initial Lender or
Affiliate Transferee, (c) the purchase or sale of credit default, total return or other swaps, (d)
overnight pledges or assignments of a security interest in all or any portion of any Initial
Lender’s or Affiliate Transferee’s rights under the loans to secure obligations of such Initial
Lender or Affiliate Transferee entered into for financing purposes, including any pledge or
assignment to secure such obligations to a Federal Reserve Bank or (e) an assignment by an Initial
Lender or Affiliate Transferee to a special purpose vehicle, but only to the extent





 









 







that such assignment is entered into by such Initial Lender or Affiliate Transferee in connection
with a series of related transactions involving its affiliates that has the sole purpose of
providing financing to such Initial Lender or Affiliate Transferee or such affiliates and does not
transfer credit or other risk to any person that is not such Initial Lender or an Affiliate
Transferee (other than Ineligible Transferees). Notwithstanding the foregoing, transfers of loans
or commitments with respect to the Senior Credit Facility to or from an affiliate of an Initial
Lender (an “Affiliate Transferee”) shall not constitute a Sell Down unless such Affiliate
Transferee is an investment fund or a proprietary trading group or desk engaged in the business of
investing in, trading or managing debt obligations similar to those of the Borrower (each, an
“Ineligible Transferee”).




 









 





EXHIBIT A




SUMMARY OF TERMS AND CONDITIONS

METLIFE, INC.

$5,000,000,000 SENIOR CREDIT FACILITY1




	 	 	 

	Borrower:

	 	MetLife, Inc., a Delaware corporation (the “Borrower”).
	 
	 	 
	Administrative
Agent:

	 	Bank of America, N.A. (“Bank of America”) will act as sole administrative agent (the
“Administrative Agent”).
	 
	 	 
	Syndication
Agents:

	 	Deutsche Bank Securities Inc. (“DBSI”), Credit Suisse Securities (USA) LLC (“CS Securities”)
and HSBC Bank USA, N.A. (“HSBC Bank”) will act as syndication agents (in such capacity, the
“Syndication Agents”).
	 
	 	 
	Joint Lead Arrangers and
Joint Book Managers:

	 	
Banc of America Securities LLC, DBSI, Credit Suisse Securities (USA) LLC and HSBC Securities
(USA) Inc. will act as joint lead arrangers and joint book managers (in such capacities, the
“Lead Arrangers”).
	 
	 	 
	Lenders:

	 	A syndicate of financial institutions (including Bank of America, Deutsche Bank AG Cayman
Islands Branch, Credit Suisse AG, Cayman Islands Branch, HSBC Bank, UBS Loan Finance LLC and
Wells Fargo Bank, National Association) arranged by the Lead Arrangers, which institutions
shall be identified in consultation with the Borrower and reasonably acceptable to the
Administrative Agent and, until and including the Closing Date, the Lead Arrangers and the
Borrower (such consent of the Borrower not to be unreasonably withheld or delayed)
(collectively, the “Lenders”).
	 
	 	 
	Senior Credit
Facility:

	 	An aggregate principal amount of up to $5,000,000,000 will be available in a single drawing
on the Closing Date.
	 
	 	 
	Purpose:

	 	The proceeds of the Senior Credit Facility shall be used to finance in part the Acquisition.
	 
	 	 
	Closing Date:

	 	The date of execution of definitive loan documentation and satisfaction or waiver of the
“Conditions Precedent to Closing” set forth below, to occur on or before January 10, 2011
(the “Closing Date”); provided that if the sole reason that the Closing Date has not occurred
is that one or








 




			
	1	 	Capitalized terms used in this Summary
of Terms and Conditions and not otherwise defined are used herein as defined in
the Commitment Letter to which this summary is attached.




1









 










	 	 	 

	 

	 	more approvals of governmental authorities required pursuant to Section 9.01(b)
of the SPA in effect on the date of the Original Commitment Letter have not
been obtained on or prior to such date, and the End Date (as defined in the SPA
in effect on the date of the Original Commitment Letter) has been extended in
accordance therewith to a date not beyond July 10, 2011, then the date set
forth above shall be extended to such End Date.
	 
	 	 
	Interest Rates:

	 	As set forth in Addendum I.
	 
	 	 
	Maturity:

	 	All amounts outstanding under the Senior
Credit Facility shall be due and payable 364 days
from the Closing Date.
	 
	 	 
	Optional
Prepayments
and Commitment
Reductions:

	 	

The Borrower may prepay the Senior Credit
Facility in whole or in part at any time without
premium or penalty, subject to reimbursement of
the Lenders’ breakage and redeployment costs in
the case of prepayment of LIBOR borrowings.
	 
	 	 
	Mandatory
Prepayments and
Commitment
Reductions:

	 	

An amount equal to 100% of all (i)
Purchase Price Adjustment Proceeds in excess
(when taken together with all Adjustment Amounts)
of $100 million in the aggregate and (ii)
Disposition Proceeds shall, in each case, be
applied to prepay the loans under the Senior
Credit Facility. An amount equal to 100% of all
Capital Markets Proceeds shall be applied to
prepay the loans under the Senior Credit Facility
and, if such proceeds or commitments are received
on or prior to the Closing Date, shall, together
with (x) the amount of any reduction in the cash
portion of the acquisition consideration on or
prior to the Closing Date pursuant to a closing
date adjustment contemplated by the SPA or
otherwise (“Adjustment Amounts”) in excess of
$100 million in the aggregate and (y) all Equity
Takeout Commitments, automatically and
permanently reduce dollar-for-dollar the
commitments of the Lenders in respect of the
Senior Credit Facility as and when received, in
each case on a pro rata basis. The Senior Credit
Facility shall be required to be prepaid in full
upon the request of the Required Lenders in the
event of any Change in Control (as defined in the
Existing Credit Agreement).
	 
	 	 
	 

	 	“Capital Markets Proceeds” means (x) all
net cash proceeds from the issuance of additional
equity interests in the Borrower or any of its
subsidiaries (without duplication to Equity
Takeout Commitments that previously reduced the
commitments of the Lenders and excluding the
Permitted Seller Equity) and (y) all net cash
proceeds from the issuance or incurrence of debt
of the Borrower or any of its subsidiaries (other
than Permitted Ordinary Course Financings and
Permitted Seller Debt), in each case that are
received by the Borrower or any of its
subsidiaries or funded into escrow pending the
closing of the Acquisition; provided






2









 






	 	 	 

	 

	 	that “Capital Markets Proceeds” shall exclude the issuance or
incurrence of debt by subsidiaries which are regulated insurance
companies or regulated banks (each, a “Specified Subsidiary”) to the
extent that (A) no such proceeds are transferred (whether in the form
of a dividend, distribution, intercompany loan or otherwise) to any
direct or indirect parent company of such Specified Subsidiary that
is not also a Specified Subsidiary and (B) no such proceeds are used
to make payments to the Seller or its affiliates in connection with
the Acquisition.
	 
	 	 
	 

	 	“Disposition Proceeds” means all net cash proceeds of sales and
casualty or condemnation losses of property and assets of the
Borrower and its subsidiaries (other than sales made in the ordinary
course of business and subject to other exceptions to be agreed);
provided that “Disposition Proceeds” shall exclude sales of property
and assets by Specified Subsidiaries to the extent that (A) no such
proceeds are transferred (whether in the form of a dividend,
distribution, intercompany loan or otherwise) to any direct or
indirect parent company of such Specified Subsidiary that is not also
a Specified Subsidiary and (B) no such proceeds are used to make
payments to the Seller or its affiliates in connection with the
Acquisition. In addition, any net proceeds received by the Company
with respect to that certain potential disposition separately
disclosed in writing to the Lead Arrangers shall not constitute
Disposition Proceeds.
	 
	 	 
	 

	 	“Equity Takeout Commitments” means the gross amount that any person
commits in writing to pay as consideration for any issuance of equity
in the Borrower or any of its subsidiaries, as of the date of
execution and delivery and acceptance by the Borrower or any of its
subsidiaries of such commitment, whether or not any such amounts are
funded, other than Permitted Seller Equity; provided that such amount
shall exclude (A) the amount of any commitment for the purchase of
equity by the Borrower or any of its subsidiaries and (B) the amount
of any commitment for the purchase of equity by any director, officer
or employee of the Borrower or any of its subsidiaries pursuant to
any employee, officer or director equity plan, stock option plan or
other benefit plan in the ordinary course of business.
	 
	 	 
	 

	 	“Purchase Price Adjustment Proceeds” means an amount equal to all net
cash proceeds received by the Borrower or any of its subsidiaries
with respect to any Post-Closing Adjustment (as defined in the SPA as
in effect on the date of the Original Commitment Letter); provided
that such amount shall exclude any amount that is required under the
SPA as in effect on the date of the Original Commitment Letter to be
paid to the Borrower or any of its subsidiaries in connection with
compliance with a risk-based capital ratio of, or to satisfy
regulatory requirements with respect to, the Acquired Company.
	 
	 	 





	 	 	 

	Conditions Precedent
to Closing:

	 	The closing and the initial extension of
credit under the Senior Credit Facility will
be subject to satisfaction of the following
conditions precedent:






3









 







	 	(i)	 	The negotiation, execution and
delivery of definitive documentation (including, without
limitation, customary legal opinions and other customary closing
documents) for the Senior Credit Facility reasonably
satisfactory to the Lead Arrangers, the Administrative Agent and
the Lenders consistent with the Commitment Letter and this
Summary of Terms, including, without limitation, receipt by the
Lead Arrangers, at least five business days prior to the Closing
Date, of all documentation and other information required by
regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without
limitation the Act, to the extent requested by any Lender.
	 
	 	(ii)	 	There shall not have occurred a
Material Adverse Effect since (i) December 31, 2009, in the case
of any Event relating to the Borrower and its subsidiaries
(other than the Acquired Companies) or (ii) November 30, 2009 in
the case of Event relating to any of the Acquired Companies.
The Audited Company Financial Statements delivered pursuant to
Section 6.16 of the SPA shall not reflect any changes in the
Acquired Companies’ business, operations (including results of
operations), assets, liabilities, properties or condition
(financial or otherwise), as compared to the unaudited financial
statements for the fiscal year ended as of November 30, 2009
entitled “Alico Business Review Final 2009 Results for
presentation February 4, 2010” and “ALICO Proforma GAAP Balance
Sheet (unaudited)” that have been delivered to the Lead
Arrangers prior to the date of the Original Commitment Letter,
that would constitute a Material Adverse Effect.
	 
	 	 	 	“Material Adverse Effect” means any fact, circumstance,
event, change, violation, development, effect, condition or
occurrence, either individually or in the aggregate with any
other facts, circumstances, events, changes, violations,
developments, effects, conditions or occurrences, in each
case that was not publicly disclosed in a filing made with
the Securities and Exchange Commission at least three
business days prior to the date of the Original Commitment
Letter (excluding, in each case, any disclosures set forth in
the risk factor section or any other section to the extent
they are forward-looking statements or cautionary, predictive
or forward-looking in nature) or disclosed in the Acquiror
Disclosure Letter that (a) is, or would reasonably be
expected to be, directly or indirectly, materially adverse to
the business, operations (including results of operations),
assets, liabilities, properties or condition (financial or
otherwise) of the Borrower and its subsidiaries (including
the Acquired Companies as though the Acquisition had
occurred) (collectively the “Companies”), taken as a whole,
excluding any such fact, circumstance, event, change,
violation, development, effect, condition or occurrence
arising out of, in connection with or resulting from, in
whole or in part, after the date of the Original




4









 






	 	 	 	Commitment Letter, (i) (A) changes in conditions in the
United States or global economy generally or capital or
financial markets generally, including changes in interest or
exchange rates, (B) changes in political conditions generally
of the United States or any other country or jurisdiction in
which any of the Companies operates or (C) changes that are
the result of business, economic or market conditions
generally affecting any of the industries in which any of the
Companies operates, (ii) the public disclosure of the
transactions contemplated by the Transaction Agreements,
(iii) (A) in the case of Events related to the Acquired
Companies, the identity of the Borrower or any of its
affiliates and (B) in the case of Events related to the
Borrower and its subsidiaries, the identity of the Seller or
any of its affiliates, (iv) any changes in applicable Law,
GAAP or SAP or the enforcement or interpretation thereof, (v)
actions or omissions taken by the Seller with the Borrower’s
written consent, or by the Borrower with the Seller’s written
consent, in each case given in accordance with the notice
procedures set forth in Section 12.02 of the SPA and
consented to by the Lenders, (vi) hostilities, act of war,
sabotage, terrorism or military actions, or any escalation or
worsening of any such hostilities, act of war, sabotage,
terrorism or military actions, (vii) any failure by any of
the Companies to achieve any earnings, premiums written or
other financial projections or forecasts, in and of itself;
provided that the underlying causes of such failure will not
be excluded from the determination of a Material Adverse
Effect by virtue of this clause, (viii) any matter set forth
in Section 1.01(b) of the Seller Disclosure Letter and (ix)
any effect that is cured by the Seller or the Borrower or
their respective affiliates prior to the Closing, except to
the extent any such fact, circumstance, event, change,
violation, development, effect, condition or occurrence
described in the foregoing clauses (a)(i) and (a)(vi) is
materially disproportionately adverse to the business,
operations (including results of operations), assets,
liabilities, properties or condition (financial or otherwise)
of the Companies, taken as a whole, as compared to other
persons engaged in the industries in which the Companies
operate or (b) materially impedes or materially delays, or
would reasonably be likely to materially impede or materially
delay, the ability of the Seller or any affiliate of the
Seller to perform its respective obligations under the
Transaction Agreements or to consummate the transactions
contemplated by the Transaction Agreements. For the
avoidance of doubt, neither (1) any change or development in
the business, financial condition, results of operations or
credit, financial strength or other ratings of the Parent or
any of its Affiliates (other than any Acquired Company), in
and of itself, or (2) any Bankruptcy Event involving the
Parent or any of its Affiliates (other than any Acquired
Company), in and of itself, (any of the events referred to in
the foregoing clauses (1) and (2), an “Parent Event”) shall
be deemed, in and of itself, to constitute a Material Adverse




5









 






	 	 	 	Effect, except to the extent that such Parent Event (or the
underlying cause of such Parent Event) (x) materially
adversely affects the business, operations (including results
of operations), assets, liabilities, properties or condition
(financial or otherwise) of the Acquired Companies, taken as
a whole, or (y) materially impedes or materially delays, or
would reasonably be likely to materially impede or materially
delay, the ability of the Seller or any affiliate of the
Seller to perform their respective obligations under the
Transaction Agreements or the ability of the Borrower to
perform its obligations under the Senior Credit Facility.
Capitalized terms used in this paragraph and not otherwise
defined herein have the meanings set forth in the SPA as in
effect on the date of the Original Commitment Letter.






	 	(iii)	 	The Borrower shall have as of
the Closing Date (confirmed in writing within seven days prior
to the Closing Date) a rating on its long-term indebtedness,
giving effect to all debt incurred in connection with the
Transaction (including the Senior Credit Facility), of BBB+ or
higher from Standard & Poor’s Ratings Group and Baa1 or higher
from Moody’s Investors Service, Inc.
	 
	 	(iv)	 	The SPA (including all schedules
and exhibits thereto) shall not have been amended or modified or
any condition therein waived, in each case in any respect that
is materially adverse to the Lenders, without the prior written
consent of the Lead Arrangers; provided that in the case of any
amendment or modification to the SPA which increases or
decreases the aggregate Acquisition consideration contemplated
by the SPA as in effect on the date of the Original Commitment
Letter calculated using share prices and values as of the date
of signing of the SPA (the “Purchase Price”), the consent of the
Lead Arrangers shall be required with respect thereto unless (A)
the Purchase Price increases or decreases by less than 5% from
its amount set forth in the SPA in effect on the date of the
Original Commitment Letter or (B) the Purchase Price increases
or decreases by 5% or more, but less than 10%, from its amount
set forth in the SPA in effect on the date of the Original
Commitment Letter (in each case, calculated using share prices
and values as of the date of signing of the SPA), and (with
respect to clause (B) only) (1) the Borrower reduces the
aggregate principal amount of the commitments under the Senior
Credit Facility by an amount equal to one-third of the amount of
any such decrease in the Purchase Price and (2) in the case of
any such increase, any funding source used to finance such
increase is junior in right of payment to the Senior Credit
Facility; and provided, further, for the avoidance of doubt,
that the foregoing is not intended to apply to any adjustments
to the Purchase Price or the composition of the cash and
non-cash portions thereof that are expressly contemplated by the
SPA as in effect on the date of the Original Commitment Letter
or that result solely from fluctuations in the market value of
the Borrower’s publicly-




6









 






	 	 	 	traded securities. The Acquisition shall have been
consummated in accordance with the terms of the SPA and in
compliance with applicable law and regulatory approvals and
the Lead Arranger and the Initial Lenders shall have received
evidence reasonably satisfactory to it that any mergers to
effect the Transaction shall have been consummated.






	 	(v)	 	The Lead Arrangers shall be
satisfied with the terms, conditions and amount of each source
of funding for the Acquisition, including without limitation any
indebtedness (except to the extent (i) such source of funding
and the terms, conditions and amount thereof are set forth in
the SPA as in effect on the date of the Original Commitment
Letter or (ii) of any changes thereto resulting from
fluctuations in the market price of the Borrower’s
publicly-traded securities or from adjustments expressly
contemplated by the SPA as in effect on the date of the Original
Commitment Letter), and all such sources shall have been applied
by the Borrower on the Closing Date to the consideration for the
Acquisition, which sources shall consist of (A) issuance to the
Seller of (1) 78,239,712 shares of common stock, (2) 6,857,000
shares of Series B Contingent Convertible Junior Participating
Non-Cumulative Perpetual Preferred Stock (the “Interim Preferred
Stock”) and (3) 40,000,000 Common Equity Units (as defined in
the SPA) having an aggregate stated amount at issuance of
$3,000,000,000 ((1), (2) and (3), collectively, the “Permitted
Seller Equity” and (3), to the extent it may constitute debt,
the “Permitted Seller Debt”), (B) not less than $1.75 billion
of cash on hand of the Borrower and (C) to the extent not
reduced by Capital Markets Proceeds or Equity Takeout
Commitments (which shall form part of such consideration), the
proceeds of the advances under the Senior Credit Facility.
There shall not have occurred (x) any change that is materially
adverse to the Lenders in the terms of any of the
above-described sources of funding for the Acquisition or (y)
any adjustments whereby any more than $500.0 million in the
aggregate is reallocated from a more junior to a more senior
position among such sources (but in no event to a source senior
to the Senior Credit Facility, including by means of any
collateral, guaranty or other credit enhancement) (excluding any
reallocation to Interim Preferred Stock), in each case without
the consent of the Lead Arrangers (in each case, calculated
using share prices and values as of the date of signing of the
SPA); provided that this sentence shall not be deemed to refer
to fluctuations in the market price of the Borrower’s
publicly-traded securities or to adjustments expressly
contemplated by the SPA as in effect on the date of the Original
Commitment Letter.
	 
	 	(vi)	 	(A) Not later than 30 days prior
to the Closing Date, the Borrower and/or its subsidiaries, as
applicable, shall have completed and made available to the
Investment Bank (as defined in the Fee Letter) and potential
investors copies of an




7









 






	 	 	 	offering memorandum or prospectus for the offer and sale of
Securities (as defined in the Fee Letter), the net proceeds
of which will be used to reduce commitments in respect of, or
repay outstanding amounts under, the Senior Credit Facility,
in such form and containing such disclosures as may be
required by applicable laws or as are customary and
appropriate, in the reasonable judgment of the Investment
Bank and the Borrower, for inclusion in such a document,
consistent with standard market practice, in connection with
the offer and sale of such Securities, and shall, in
connection with such offer and sale, stand ready to deliver
customary comfort letters, and (B) members of senior
management of the Acquired Companies and senior management of
the Borrower shall have made themselves available for due
diligence and to participate on a reasonable basis in
“road-show” and other customary marketing activities for an
offering by the Borrower comparable in size and type of
securities, to such offer and sale of such Securities in such
locations (domestic or foreign) as recommended by the
Investment Bank.






	 	(vii)	 	The Estimated Total Adjusted
Capital (as defined in the SPA as in effect on the date of the
Original Commitment Letter) shall equal or exceed 400% of the
Estimated Company Risk-Based Capital (as defined in the SPA as
in effect on the date of the Original Commitment Letter).
	 
	 	(viii)	 	All of the representations and warranties in the loan
documentation shall be true and correct as of the date of such
extension of credit, before and after giving effect to the
Transaction; provided that the only representations and
warranties with respect to the Acquired Companies the accuracy
of which shall be a condition precedent to closing shall be the
Specified Representations.
	 
	 	 	 	For purposes hereof, “Specified Representations” means those
representations and warranties set forth in the SPA in effect
on the date of the Original Commitment Letter the accuracy of
which (subject to applicable materiality qualifiers) is a
condition precedent to the obligation of the Borrower to
consummate the Acquisition thereunder.
	 
	 	(ix)	 	No event of default under the
Senior Credit Facility or incipient default shall have occurred
and be continuing, or would result from the borrowing on the
Closing Date or the application of the proceeds therefrom.





	 	 	 

	Representations
and Warranties:

	 	Substantially the same as those in the Letter of
Credit and Reimbursement Agreement dated as of
December 22, 2009 among the Borrower and MetLife
Funding, Inc., as borrowers, Bank of America, as
Administrative Agent and the other agents and
lenders party thereto (the






8









 






	 	 	 

	 

	 	“Existing Credit Agreement”) (with such changes thereto as may be reasonably
satisfactory to the Borrower, the Administrative Agent, the Lead Arrangers and
the Lenders), to include without limitation: (i) corporate existence and
status; (ii) corporate power and authority/enforceability; (iii) no violation
of law or contracts or organizational documents; (iv) no material litigation;
(v) correctness of specified financial statements (which shall be updated to
refer to the most recently-delivered financial statements of the Borrower and
its subsidiaries) and no Material Adverse Effect; (vi) no required governmental
or third party approvals; (vii) use of proceeds/compliance with margin
regulations; (viii) properties; (ix) status under Investment Company Act;
(x) ERISA matters; (xi) environmental matters; (xii) payment of taxes;
(xiii) accuracy of disclosure; and (xiv) consummation of the Acquisition in
accordance with the terms of the SPA and in compliance with applicable law and
regulatory approvals.
	 
	 	 
	Covenants:

	 	Substantially the same as those in the
Existing Credit Agreement (with such changes
thereto as are specified in clauses (viii)
and (ix) below and such other changes as may
be reasonably satisfactory to the Borrower,
the Administrative Agent, the Lead Arrangers
and the Lenders and would not impair the
consummation of the transactions contemplated
by the SPA as in effect on the date of the
Original Commitment Letter), to include
without limitation: (i) delivery of financial
statements, compliance certificates and
notices of default; (ii) compliance with laws
and material contractual obligations;
(iii) payment of taxes; (iv) maintenance of
insurance; (v) use of proceeds;
(vi) limitation on liens, mergers, and sales
of assets; (vii) limitation on transactions
with affiliates; (viii) prohibition on
restricted payments by the Borrower
(including share repurchases and dividends
other than the Borrower’s scheduled periodic
dividends) and (ix) restrictions on loans,
acquisitions, joint ventures and other
investments by the Borrower or any of its
subsidiaries in excess of $500.0 million in
the aggregate during the term of the Senior
Credit Facility, other than in the ordinary
course of business and subject to other
exceptions to be agreed.
	 
	 	 
	Financial Covenant:

	 	The Borrower shall maintain on a quarterly
basis Consolidated Net Worth (as defined in
the Existing Credit Agreement) of at least
$27.6 billion.
	 
	 	 
	Events of Default:

	 	Substantially the same as those in the
Existing Credit Agreement (including notice
and/or grace periods and with such changes
thereto as may be reasonably satisfactory to
the Administrative Agent, the Lead Arrangers
and the Lenders), to include without
limitation: (i) nonpayment of principal,
interest, fees or other amounts,
(ii) violation of covenants (with cure
periods as applicable), (iii) inaccuracy of
representations and warranties,
(iv) cross-default to other material
agreements and indebtedness, (v) bankruptcy
and other insolvency events, (vi) material
judgments, and (vii) ERISA matters.






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	Assignments and Participations:

	 	Assignments: Subject to the consents
described below (which consents will not be
unreasonably withheld or delayed), each
Lender will be permitted to make assignments
to other financial institutions in a minimum
amount equal to $5 million.
	 
	 	 
	 

	 	Consents: The consent of the Borrower will
be required unless (i) an Event of Default
has occurred and is continuing or (ii) the
assignment is to a Lender, an affiliate of a
Lender or an Approved Fund (as such term
shall be defined in the loan documentation).
The consent of the Administrative Agent will
be required for any assignment to an entity
that is not a Lender, an affiliate of such
Lender or an Approved Fund in respect of such
Lender.
	 
	 	 
	 

	 	Assignments Generally: An assignment fee in
the amount of $3,500 will be charged with
respect to each assignment unless waived by
the Administrative Agent in its sole
discretion. Each Lender will also have the
right, without consent of the Borrower or the
Administrative Agent, to assign as security
all or part of its rights under the loan
documentation to any Federal Reserve Bank.



Participations: Lenders will be permitted to
sell participations with voting rights
limited to significant matters such as
changes in amount, rate and maturity date.
	 
	 	 
	Waivers and
Amendments:

	 	Amendments and waivers of the provisions of
the loan agreement and other definitive
credit documentation will require the
approval of Lenders holding loans and
commitments representing more than 50% of the
aggregate amount of the loans and commitments
under the Senior Credit Facility (the
“Required Lenders”), except that (a) the
consent of each Lender shall be required with
respect to (i) the waiver of conditions
precedent to the initial credit extension
under the Senior Credit Facility, (ii) the
amendment of pro rata sharing provisions and
(iii) the amendment of the voting percentages
of the Lenders, and (b) the consent of each
Lender affected thereby shall be required
with respect to (i) increases or extensions
in the commitment of such Lender, (ii)
reductions of principal, interest or fees,
and (iii) extensions of scheduled maturities
or times for payment.
	 
	 	 
	Indemnification:

	 	The Borrower will indemnify and hold harmless
the Administrative Agent, each Lead Arranger,
each Lender and their respective affiliates
and their partners, directors, officers,
employees, agents and advisors from and
against all losses, claims, damages,
liabilities and expenses arising out of or
relating to the Senior Credit Facility, the
Borrower’s use of loan proceeds or the
commitments, including, but not limited to,
reasonable attorneys’ fees (including the
allocated cost of internal counsel) and
settlement costs, except to the extent found
by a court of competent jurisdiction to have
resulted from the indemnified person’s gross
negligence or willful misconduct. This
indemnification shall survive and continue
for the benefit of all such persons or
entities.






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	Governing Law:

	 	State of New York.
	 
	 	 
	Pricing/Fees/Expenses:

	 	As set forth in Addendum I.
	 
	 	 
	Other:

	 	Each of the parties shall (i) waive its right
to a trial by jury and (ii) submit to
exclusive New York jurisdiction. The loan
documentation will contain customary
increased cost, withholding tax, capital
adequacy and yield protection provisions.






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