EX-10.24 15 y45204ex10-24.txt AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT 1 Exhibit 10.24 EXECUTION COUNTERPART AMENDMENT NO. 1 AMENDMENT NO. 1 dated as of June 30, 2000, among METROPOLITAN LIFE INSURANCE COMPANY (the "Company"), METLIFE FUNDING, INC. ("Funding" and together with the Company, the "Borrowers"); each of the banks and financial institutions that is a signatory hereto (individually, a "Lender" and, collectively, the "Lenders"); and THE CHASE MANHATTAN BANK as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). The Borrowers, the Lenders and the Administrative Agent are party to a 364-Day Credit Agreement dated as of September 29, 1999 (as heretofore modified and supplemented and in effect on the date hereof, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for the making of loans by the Lenders to the Borrowers in an aggregate principal amount up to $1,000,000,000. The Borrowers, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 3 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 2.01. General. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definitions: "Adjusted Statutory Surplus" means, at any time, the sum of (i) Statutory Surplus (calculated in accordance with the NAIC Statements, page 3, column 1, line 38) plus (ii) Asset Valuation Reserve (calculated in accordance with the NAIC Statements, page 3, column 1, line 24.1). "MetLife" means MetLife, Inc., a Delaware corporation. 2.03. Amendment of Section 5.01(a). Section 5.01(a) of the Credit Agreement shall be amended to read in its entirety as follows: " (a) (i) as soon as available, but not later than 120 days after the end of Amendment No. 1 --------------- 2 -2- each fiscal year of MetLife, copies of MetLife's annual report on Form 10-K as filed with the SEC for such fiscal year; and (ii) as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of MetLife, copies of MetLife's quarterly report on Form 10-Q as filed with the SEC for such fiscal quarter, in each case certified by an appropriate Financial Officer as being the complete and correct copies of the statements on such forms furnished by MetLife to the SEC;" 2.04. Amendment of Section 6.04. Section 6.04 of the Credit Agreement shall be amended to read in its entirety as follows: "Section 6.04 Adjusted Statutory Surplus. The Company will maintain Adjusted Statutory Surplus, calculated as of the last day of each fiscal quarter of the Company, of not less than $7,500,000,000." Section 3. Conditions Precedent. The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of this Amendment No. 1 by the Borrowers, the Required Lenders and the Administrative Agent. Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. Amendment No. 1 --------------- 3 -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written. METROPOLITAN LIFE INSURANCE COMPANY By: --------------------------------------- Name: Title: METLIFE FUNDING, INC. By: ---------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, individually and as Administrative Agent, By: ---------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: CITIBANK, N.A. By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 4 -4- BANK ONE, N.A. By: ---------------------------------------- Name: Title: FIRST UNION NATIONAL BANK By: ---------------------------------------- Name: Title: FLEET NATIONAL BANK By: ---------------------------------------- Name: Title: MELLON BANK, N.A. By: ---------------------------------------- Name: Title: CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 5 -5- COMMERZBANK AG, NEW YORK BRANCH By: ---------------------------------------- Name: Title: FIRST HAWAIIAN BANK By: ---------------------------------------- Name: Title: DEUTSCHE BANK, AG NEW YORK and/or CAYMAN ISLANDS BRANCHES By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: ---------------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 6 -6- SUNTRUST By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: WACHOVIA BANK By: ---------------------------------------- Name: Title: BARCLAYS BANK By: ---------------------------------------- Name: Title: NORTHERN TRUST COMPANY By: ---------------------------------------- Name: Title: MERCANTILE BANK OF ST. LOUIS By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 7 -7- BANQUE NATIONALE DE PARIS By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: ROYAL BANK OF CANADA By: ---------------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: ---------------------------------------- Name: Title: BANK OF AMERICA, N.A. By: ---------------------------------------- Name: Title: SOCIETE GENERALE By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 8 -8- SANWA BANK LTD. By: ---------------------------------------- Name: Title: ABN AMRO BANK, N.V. By: ---------------------------------------- Name: Title: THE BANK OF NOVA SCOTIA By: ---------------------------------------- Name: Title: U.S. BANK NATIONAL ASSOCIATION By: ---------------------------------------- Name: Title: WELLS FARGO BANK By: ---------------------------------------- Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE By: ---------------------------------------- Name: Title: Amendment No. 1 --------------- 9 -9- NATIONAL AUSTRALIA BANK LTD. By: ---------------------------------------- Name: Title: BANCA COMMERCIALE ITALIANA By: ---------------------------------------- Name: Title: CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.P.A. By: ---------------------------------------- Name: Title: SANPAOLO IMI BANK, NEW YORK BRANCH By: ---------------------------------------- Name: Title: THE BANK OF NEW YORK By: ---------------------------------------- Name: Title: Amendment No. 1 ---------------