Item 1.01 Entry into a Material Definitive Agreement
On October 15, 2010, MetLife, Inc., a Delaware corporation (the “Company”), and MetLife Funding,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Funding” and, together
with the Company, the “Borrowers”), entered into (i) a $3,000,000,000 Three-Year Credit Agreement
(the “Three-Year Credit Agreement”) among the Borrowers, each lender from time to time party
thereto, Bank of America, N.A., as Administrative Agent, Fronting L/C Issuer and Several L/C Agent,
JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents,
Credit Suisse AG, New York Branch, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and
HSBC Bank USA, National Association, as Co-Documentation Agents, and Banc of America Securities LLC
and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Book Managers, and (ii) a
$1,000,000,000 364-Day Credit Agreement among the Borrowers, each lender from time to time party
thereto, Bank of America, N.A., as Administrative Agent, Fronting L/C Issuer and Several L/C Agent,
JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Credit
Suisse AG, New York Branch, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and HSBC Bank
USA, National Association, as Co-Documentation Agents, and Banc of America Securities LLC and J.P.
Morgan Securities, LLC, as Joint Lead Arrangers and Book Managers (the “364-Day Credit Agreement”
and, together with the Three-Year Credit Agreement, the “New Credit Agreements”). The New Credit
Agreements replaced (i) Borrowers’ existing Amended and Restated Five Year Credit Agreement, dated
as of December 23, 2008, among the Borrowers, each lender from time to time party thereto, Bank of
America, N.A., as administrative agent and letter of credit issuer and the other parties thereto
(the “2008 Credit Agreement”), which would mature no later than June 20, 2014 (when taking into
account Borrowers’ extension option) and (ii) the Company’s existing Letter of Credit and
Reimbursement Agreement, dated as of December 22, 2009, among the Company, each lender from time to
time party thereto, Bank of America, N.A., as administrative agent, fronting l/c issuer and several
l/c issuer, and the other parties thereto (the “2009 Credit Agreement,” and, together with the 2008
Credit Agreement, the “Old Credit Agreements”), which would mature no later than December 21, 2010.
The Company and Funding terminated the 2008 Credit Agreement and the Company terminated the 2009 Credit Agreement upon entry into the New
Credit Agreements. The facilities made available by the New Credit Agreements will be used for general corporate
purposes (including, in the case of loans made under the facilities, to back up commercial paper
and, in the case of letters of credit issued under the facilities, to support variable annuity
policy and reinsurance reserve requirements). All borrowings under the Three-Year Credit Agreement
must be repaid by October 15, 2013, except that letters of credit outstanding on that date may
remain outstanding until no later than October 15, 2014. All borrowings under the 364-Day Credit
Agreement must be repaid by October 15, 2011, except that letters of credit outstanding on that
date may remain outstanding until no later than October 15, 2012, provided,
however, that within a notice period prior to October 15, 2011 and in the absence of an
occurrence and continuance of an “event of default” (as defined in the 364-Day Credit Agreement),
the Borrowers may request a one-year extension of the maturity date for loans then outstanding
under the 364-Day Credit Agreement, for which the Borrowers will pay to the lenders an extension
fee in the amount of 1.0% of the principal amount of such loans outstanding on the maturity date.
The amount available under the New Credit Agreements may be increased to a maximum amount of
$5,000,000,000, provided that no “event of default,” as defined in the New Credit Agreements, has
occurred and is continuing. The Company is subject under each of the New Credit Agreements to a
consolidated net worth requirement of $29.0 billion, excluding accumulated other comprehensive
income. Amounts due under the New Credit Agreements may be accelerated upon an “event of default,”
as defined in the New Credit Agreements, such as a breach of a covenant, material inaccuracy of a
representation or the occurrence of bankruptcy, if not otherwise waived or cured, among others.
The lenders and the agents (and their respective subsidiaries or affiliates) under the New Credit
Agreements have in the past provided, and may in the future provide, investment banking,
underwriting, lending, commercial banking, trust and other advisory services to the Company, its
subsidiaries or affiliates. These parties have received, and may in the future receive, customary
compensation from the Company, its subsidiaries or affiliates, for such services.
The foregoing description of the New Credit Agreements is not complete and is qualified in its
entirety by reference to the Three-Year Credit Agreement, which is filed as Exhibit 10.1 hereto,
and the 364-Day
Credit Agreement, which is filed as Exhibit 10.2 hereto, both of which are incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Company’s and Funding’s entry into the New Credit Agreements, the Company
and Funding terminated the 2008 Credit Agreement
effective October 15, 2010. Certain letters of credit outstanding under the
2008 Credit Agreement will continue to be outstanding under the Three Year Credit Agreement.