METLIFE INC
364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y99162exv10w2.txt
<DESCRIPTION>364-DAY CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

================================================================================
                                               Published CUSIP Number: 59157FAC7

                            364-DAY CREDIT AGREEMENT

                           Dated as of April 23, 2004

                                      among

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

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                         WACHOVIA CAPITAL MARKETS, LLC,
                              as Syndication Agent

                                 CITIBANK, N.A.
                                       and
                              JPMORGAN CHASE BANK,
                           as Co-Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       and
                          WACHOVIA CAPITAL MARKETS, LLC
                                       as
                     Joint Lead Arrangers and Book Managers

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                      Page
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<S>                                                                                          <C>
ARTICLE I.      DEFINITIONS AND ACCOUNTING TERMS.........................................      1

    1.01     Defined Terms...............................................................      1
    1.02     Other Interpretive Provisions...............................................     17
    1.03     Accounting Terms............................................................     17
    1.04     Rounding....................................................................     18
    1.05     References to Agreements and Laws...........................................     18
    1.06     Times of Day................................................................     18


ARTICLE II.     THE COMMITMENTS AND CREDIT EXTENSIONS....................................     18

    2.01     Committed Loans.............................................................     18
    2.02     Borrowings, Conversions and Continuations of Committed Loans................     19
    2.03     Bid Loans...................................................................     20
    2.04     Prepayments.................................................................     23
    2.05     Termination or Reduction of Commitments.....................................     23
    2.06     Repayment of Loans..........................................................     24
    2.07     Interest....................................................................     24
    2.08     Fees........................................................................     25
    2.09     Computation of Interest and Fees............................................     25
    2.10     Evidence of Debt............................................................     26
    2.11     Payments Generally..........................................................     26
    2.12     Sharing of Payments.........................................................     28


ARTICLE III.    TAXES, YIELD PROTECTION AND ILLEGALITY...................................     28

    3.01     Taxes.......................................................................     28
    3.02     Illegality..................................................................     31
    3.03     Inability to Determine Rates................................................     31
    3.04     Increased Cost and Reduced Return; Capital Adequacy.........................     32
    3.05     Compensation for Losses.....................................................     32
    3.06     Matters Applicable to all Requests for Compensation.........................     33
    3.07     Survival....................................................................     33

ARTICLE IV.     REPRESENTATIONS AND WARRANTIES...........................................     33

    4.01     Organization; Powers........................................................     33
    4.02     Authorization; Enforceability...............................................     33
    4.03     Governmental Approvals; No Conflicts........................................     34
    4.04     Financial Condition; No Material Adverse Change.............................     34
    4.05     Properties..................................................................     34
    4.06     Litigation and Environmental Matters........................................     34
    4.07     Compliance with Laws and Agreements.........................................     35
    4.08     Investment and Holding Company Status.......................................     35
    4.09     Taxes.......................................................................     35
    4.10     ERISA.......................................................................     35
    4.11     Disclosure..................................................................     35
</TABLE>

                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
Section                                                                                      Page
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<S>                                                                                          <C>
    4.12     Margin Stock................................................................     36

ARTICLE V.      CONDITIONS TO CREDIT EXTENSIONS..........................................     36

    5.01     Closing Date................................................................     36
    5.02     Each Credit Event...........................................................     37

ARTICLE VI.     AFFIRMATIVE COVENANTS....................................................     37

    6.01     Financial Statements and Other Information..................................     37
    6.02     Notices of Defaults.........................................................     38
    6.03     Existence; Conduct of Business..............................................     39
    6.04     Payment of Obligations......................................................     39
    6.05     Maintenance of Properties; Insurance........................................     39
    6.06     Books and Records; Inspection Rights........................................     39
    6.07     Compliance with Laws........................................................     39
    6.08     Use of Proceeds.............................................................     39
    6.09     Support Agreement...........................................................     40

ARTICLE VII.    NEGATIVE COVENANTS.......................................................     40

    7.01     Liens.......................................................................     40
    7.02     Fundamental Changes.........................................................     41
    7.03     Transactions with Affiliates................................................     42
    7.04     Adjusted Statutory Surplus..................................................     42
    7.05     Consolidated Net Worth......................................................     42

ARTICLE VIII.   EVENTS OF DEFAULT........................................................     42

    8.01     Events of Default...........................................................     42
    8.02     Remedies Upon Event of Default..............................................     44
    8.03     Application of Funds........................................................     44

ARTICLE IX.     ADMINISTRATIVE AGENT.....................................................     45

    9.01     Appointment and Authorization of Administrative Agent.......................     45
    9.02     Delegation of Duties........................................................     45
    9.03     Liability of Administrative Agent...........................................     45
    9.04     Reliance by Administrative Agent............................................     46
    9.05     Notice of Default...........................................................     46
    9.06     Credit Decision; Disclosure of Information by Administrative Agent..........     46
    9.07     Indemnification of Administrative Agent.....................................     47
    9.08     Administrative Agent in its Individual Capacity.............................     47
    9.09     Successor Administrative Agent..............................................     48
    9.10     Administrative Agent May File Proofs of Claim...............................     48
    9.11     Other Agents; Joint Lead Arrangers and Book Managers........................     49
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
Section                                                                                      Page
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<S>                                                                                          <C>
ARTICLE X.      MISCELLANEOUS............................................................     49

    10.01    Amendments, Etc.............................................................     49
    10.02    Notices and Other Communications; Facsimile Copies..........................     50
    10.03    No Waiver; Cumulative Remedies..............................................     51
    10.04    [Intentionally Omitted].....................................................     52
    10.05    Costs, Expenses and Indemnification.........................................     52
    10.06    Payments Set Aside..........................................................     53
    10.07    Successors and Assigns......................................................     53
    10.08    Confidentiality.............................................................     56
    10.09    Set-off.....................................................................     57
    10.10    Interest Rate Limitation....................................................     57
    10.11    Counterparts................................................................     58
    10.12    Integration.................................................................     58
    10.13    Survival of Representations and Warranties..................................     58
    10.14    Severability................................................................     58
    10.15    Mitigation of Obligations; Replacement of Lenders...........................     58
    10.16    Governing Law...............................................................     59
    10.17    Waiver of Right to Trial by Jury............................................     59
    10.18    USA PATRIOT Act Notice......................................................     60
</TABLE>

                                      -iii-
<PAGE>

 1     SCHEDULES
 2          2.01  Commitments and Pro Rata Shares
 3          4.06  Disclosed Matters
 4         10.02  Administrative Agent's Office, Certain Addresses for Notices
 5     EXHIBITS
 6                FORM OF
 7
 8          A     Committed Loan Notice
 9          B-1   Bid Request
10          B-2   Competitive Bid
11          C     Note
12          D     Assignment and Assumption
13          E     Opinion

                                      -iv-
<PAGE>

                            364-DAY CREDIT AGREEMENT

      This 364-DAY CREDIT AGREEMENT ("Agreement") is entered into as of April
23, 2004, among METLIFE, INC. ("MetLife"), METROPOLITAN LIFE INSURANCE COMPANY
(the "Company") and METLIFE FUNDING, INC. ("Funding"; together with the Company
and MetLife, each a "Borrower" and collectively the "Borrowers"), each lender
from time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), WACHOVIA CAPITAL MARKETS, LLC, as Syndication Agent and BANK OF
AMERICA, N.A., as Administrative Agent.

      The Borrowers have requested that the Lenders provide a revolving credit
facility and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

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

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

                                       1
<PAGE>

ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.

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

      "Aggregate Commitments" means the Commitments of all of the Lenders. On
the date hereof the Aggregate Commitments shall equal $1,000,000,000.

      "Agreement" means this 364-Day Credit Agreement.

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

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating of the applicable Borrower as set forth below:

<TABLE>
<CAPTION>
                                               APPLICABLE RATE

                    DEBT RATING                    EURODOLLAR                   UTILIZATION    TERM OUT
PRICING LEVEL       S&P/MOODY'S    FACILITY FEE   RATE MARGIN     BASE RATE         FEE        PREMIUM
-------------       -----------    ------------   -----------     ---------     -----------    -------
<S>               <C>              <C>            <C>             <C>           <C>            <C>
      1           A+/A1 or better     0.060          0.190           0            0.050          0.100
      2                 A/A2          0.070          0.230           0            0.050          0.100
      3                A-/A3          0.100          0.250           0            0.100          0.100
      4              BBB+/Baa1        0.125          0.275           0            0.100          0.250
                      BBB/Baa2
      5               or worse        0.150          0.375           0            0.125          0.250
</TABLE>

            "Debt Rating" means, as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "Debt Ratings") of
      the applicable Borrower's non-credit-enhanced, senior unsecured long-term
      debt (or in the case of Funding, the non-credit-enhanced, senior unsecured
      long-term debt of the Company) provided that if a Debt Rating is issued by
      each of the foregoing rating agencies, then the higher of such Debt
      Ratings shall apply (with the Debt Rating for Pricing Level 1 being the
      highest and the Debt Rating for Pricing Level 5 being the lowest), unless
      there is a split in Debt Ratings of more than one level, in which case the
      Pricing Level that is one level higher than the Pricing Level of the lower
      Debt Rating shall apply.

The Facility Fee shall be based on the Debt Rating of the lowest rated of the
Borrowers by S&P and Moody's. Initially, the Applicable Rate shall be determined
based upon Pricing Level 2. Thereafter, each change in the Applicable Rate
resulting from a publicly announced change in the Debt Rating shall be
effective, in the case of an upgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change and, in the case of a downgrade,
during the period commencing on the date of the public announcement thereof and
ending on the date immediately preceding the effective date of the next such
change.

                                       2
<PAGE>

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

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

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

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

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

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

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Termination Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination
of the commitment of each Lender to make Loans pursuant to Section 8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Bank of America Fee Letter" has the meaning specified in the definition
of "Fee Letter."

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

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

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

                                       3
<PAGE>

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

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

      "Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Borrower.

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

      "Borrower" has the meaning specified in the introductory paragraph hereto.

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

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

      "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.

      "Closing Date" means the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986.

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

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

                                       4
<PAGE>

      "Committed Loan" has the meaning specified in Section 2.01.

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

      "Committed Loan Termination Balance" means the aggregate principal amount
of Committed Loans outstanding on the Termination Date after giving effect to
any Committed Loans made or repaid on such date.

      "Company" has the meaning specified in the introductory paragraph hereto.

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

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

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

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

      "Control" has the meaning specified in the definition of "Affiliate."

      "Credit Extension" means a Borrowing.

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

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

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

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans, plus after the
Termination Date, the Term Out Premium plus (c) 2% per annum; provided, however,
that with respect to a Eurodollar Rate

                                       5
<PAGE>

Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate) otherwise applicable to such Loan plus 2% per
annum.

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

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

      "Dollar" and "$" mean lawful money of the United States.

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

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

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

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

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

      "ERISA Event" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived and other than an event
which is based on a certain level of unfunded vested benefits, or the
requirement to pay variable PBGC premiums, provided that the amount of unfunded
vested benefits, when determined on a FAS87 basis, do not exceed $50,000,000);
(b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a

                                       6
<PAGE>

waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by MetLife or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by MetLife or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by MetLife or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by MetLife or
any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
MetLife or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

      "Eurodollar Base Rate" has the meaning specified in the definition of
"Eurodollar Rate."

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

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

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

                                Eurodollar Base Rate
      Eurodollar Rate  =  ---------------------------------------
                           1.00 - Eurodollar Reserve Percentage

      Where,

      "Eurodollar Base Rate" means, for such Interest Period:

            (a)   the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) 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)   if the rate referenced in the preceding clause (a) does not
      appear on such page or service or such page or service shall not be
      available, the rate per annum equal to the rate determined by the
      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 approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (c)   if the rates referenced in the preceding clauses (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of

                                       7
<PAGE>

      interest at which deposits in Dollars for delivery on the first day of
      such Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Loan being made, continued or converted by Bank of America
      (or, in the case of a Bid Loan, the applicable Bid Loan Lender) and with a
      term equivalent to such Interest Period would be offered by Bank of
      America's (or such Bid Loan Lender's) London Branch to major banks in the
      London interbank eurodollar market at their request at approximately 4:00
      p.m. (London time) two Business Days prior to the first day of such
      Interest Period.

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

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

      "Eurodollar Rate Loan" means a Eurodollar Rate Committed Loan or a
Eurodollar Margin Bid Loan.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income, franchise or similar taxes, in
each case, imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, or, in the case of a jurisdiction (or any political subdivision
thereof) that imposes taxes on the basis of management or control or other
concept or principle of residence, the jurisdiction (or any political
subdivision thereof) in which such recipient is so resident, (b) Taxes imposed
by reason of any present or former connection between such Person and the
jurisdiction (or any political subdivision thereof) imposing such Taxes, other
than as a result of the execution and delivery of this Agreement, the making of
any Loans hereunder or the performance of any action provided for hereunder, (c)
any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction in which any Borrower is located and (d)
in the case of a Lender (other than an assignee pursuant to a request by the
Company under Section 10.15(b)), any withholding tax that (i) is imposed on
amounts payable to a Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from such Borrower with respect to such withholding tax
pursuant to Section 3.01(a) or (ii) is attributable to such Lender's failure to
comply with Section 3.01(e).

                                       8
<PAGE>

      "Existing Bank of America Credit Agreement" has the meaning specified in
the definition of "Existing Credit Agreements."

      "Existing Credit Agreements" mean (a) that certain Credit Agreement dated
as of April 23, 2002 among the Borrowers, Bank of America, as administrative
agent, and a syndicate of lenders (the "Existing Bank of America Credit
Agreement") and (b) that certain Credit Agreement dated as of April 25, 2003
among the Borrowers, BankOne, NA, as administrative agent, and a syndicate of
lenders.

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

      "Fee Letters" mean (a) the letter agreement, dated April 1, 2004, among
the Borrowers, Bank of America and Banc of America Securities LLC (the "Bank of
America Fee Letter") and (b) the letter agreement, dated March 29, 2004, among
the Borrowers, Wachovia Bank, N.A., and Wachovia Capital Markets, LLC.

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

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

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

      "Funding" has the meaning specified in the introductory paragraph hereto.

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

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

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

      "Indemnified Liabilities" has the meaning specified in Section 10.05.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitee" has the meaning specified in Section 10.05.

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

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

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

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

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

      "IRS" means the United States Internal Revenue Service.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof,

                                       11
<PAGE>

and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "Lender" has the meaning specified in the introductory paragraph hereto.

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

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

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

      "Loan Documents" means this Agreement, each Note, and the Fee Letters.

      "Loan Parties" means, collectively, the Borrowers.

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

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

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

      "Material Subsidiary" means, at any time, (i) Funding, (ii) the Company
and (iii) each Subsidiary of MetLife that as of such time meets the definition
of "significant subsidiary" contained as of the date hereof in Regulation S-X of
the SEC.

      "Maturity Date" means the Termination Date, subject in the case of
Committed Loans to extension pursuant to Section 2.06.

      "MetLife" has the meaning specified in the introductory paragraph hereto.

                                       12
<PAGE>

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

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

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

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

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

      "Other Credit Agreement" means the Five-Year Credit Agreement among the
Borrowers, certain lenders, Wachovia Capital Markets, LLC, as syndication agent
and Bank of America, N.A., as administrative agent.

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

      "Outstanding Amount" means with respect to Committed Loans and Bid Loans
on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments of Committed Loans and
Bid Loans, as the case may be, occurring on such date.

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

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Permitted Encumbrances" means:

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

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

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

                                       13
<PAGE>

      (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;

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

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

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

      "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans has been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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

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

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice and (b)
with respect to a Bid Loan, a Bid Request.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans has been terminated pursuant to Section 8.02, Lenders holding in
the aggregate more than 50% of the Total Outstandings; provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

                                       14
<PAGE>

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

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

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

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

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

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

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

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

      "Structured Transaction Liens" means Liens granted by the Company to (A) a
99%-owned Subsidiary (the "Relevant Subsidiary") in connection with a structured
private investment transaction entered into in September 1999, as the same may
be amended from time to time (the "Structured Transaction") where (i) in
connection with such transaction, such Liens are assigned to a special purpose
Subsidiary of the Company (the "SPV") in which the Company is the holder of all
outstanding obligations (other than ordinary course administrative expenses and
common equity interests) and (ii) the assets covered by such Liens consist
solely of the rights of the Company against the SPV; and (B) the SPV in
connection with the Structured Transaction which are subordinated to, and
exercisable only after, the Liens described in the preceding clause (A) and
which cover only the assets covered by the Liens described in said clause (A).

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

                                       15
<PAGE>

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

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

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

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

      "Term Out Premium" means the rate so set out in the definition of
Applicable Rate.

      "Termination Date" means April 22, 2005.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans.

      "Transactions" means the execution, delivery and performance by the
Borrowers of this Agreement, the Borrowings when made, the use of proceeds
thereof.

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

      "United States" and "U.S." mean the United States of America.

                                       16
<PAGE>

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

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

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

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

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

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

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

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

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

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

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

                                       17
<PAGE>

calculations of such requirement made before and after giving effect to such
change in GAAP or SAP.

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

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

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

                                  ARTICLE II.
                     THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrowers from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender shall not exceed such Lender's Commitment.
Within the limits of each Lender's Commitment, and subject to the other terms
and conditions hereof, any Borrower or all Borrowers may borrow under this
Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01.
Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein. The obligations of the Borrowers to repay Loans shall be
several, not joint.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Committed Loans
shall be made upon a Borrower's irrevocable notice to the Administrative Agent,
which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate
Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of
any Borrowing of Base Rate Committed Loans. Each telephonic notice by a Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a

                                       18
<PAGE>

written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of a Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Committed Loans shall be in a principal amount
of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) which
Borrower is borrowing the Committed Borrowing, (ii) whether a Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type
to the other, or a continuation of Eurodollar Rate Committed Loans, (iii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iv) the principal amount of Committed Loans to
be borrowed, converted or continued, (v) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (vi) if
applicable, the duration of the Interest Period with respect thereto. If a
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or
if a Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Committed Loans. If a Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans
in any such Committed Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.

      (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the applicable Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. As promptly as practicable, upon satisfaction
of the applicable conditions set forth in Section 5.02 (and, if such Borrowing
is the initial Credit Extension, Section 5.01), the Administrative Agent shall
make all funds so received available to the applicable Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account of the
applicable Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the applicable Borrower.

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

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

                                       19
<PAGE>

of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

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

      2.03 BID LOANS.

      (a) General. Subject to the terms and conditions set forth herein, each
Lender agrees that any Borrower or all Borrowers may from time to time request
the Lenders to submit offers to make loans (each such loan, a "Bid Loan") to any
Borrower or all Borrowers prior to the Termination Date pursuant to this Section
2.03; provided, however, that after giving effect to any Bid Borrowing, the
Total Outstandings shall not exceed the Aggregate Commitments. There shall not
be more than ten different Interest Periods in effect with respect to Bid Loans
at any time.

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

      (c) Submitting Competitive Bids.

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

            (ii)  Each Lender may (but shall have no obligation to) submit a
      Competitive Bid containing an offer to make one or more Bid Loans in
      response to such Bid Request. Such Competitive Bid must be delivered to
      the Administrative Agent not later than 10:30 a.m. (A) on the requested
      date of any Bid Borrowing that is to consist of Absolute Rate Loans, and
      (B) three Business Days prior to the requested date of any Bid Borrowing
      that is to consist of Eurodollar Margin Bid Loans; provided, however, that
      any Competitive Bid submitted by Bank of America in its capacity as a
      Lender in response to any Bid Request must be submitted to the
      Administrative Agent not later than 10:15 a.m. on the date on which
      Competitive Bids are required to be delivered by the other Lenders in
      response to such Bid Request. Each Competitive Bid shall specify (A) the
      proposed date

                                       20
<PAGE>

      of the Bid Borrowing; (B) the principal amount of each Bid Loan for which
      such Competitive Bid is being made, which principal amount (x) may be
      equal to, greater than or less than the Commitment of the bidding Lender,
      (y) must be $5,000,000 or a whole multiple of $1,000,000 in excess
      thereof, and (z) may not exceed the principal amount of Bid Loans for
      which Competitive Bids were requested; (C) if the proposed Bid Borrowing
      is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for
      each such Bid Loan and the Interest Period applicable thereto; (D) if the
      proposed Bid Borrowing is to consist of Eurodollar Margin Bid Loans, the
      Eurodollar Bid Margin with respect to each such Eurodollar Margin Bid Loan
      and the Interest Period applicable thereto; and (E) the identity of the
      bidding Lender.

            (iii) Any Competitive Bid shall be disregarded if it (A) is received
      after the applicable time specified in clause (ii) above, (B) is not
      substantially in the form of a Competitive Bid as specified herein, (C)
      contains qualifying, conditional or similar language, (D) proposes terms
      other than or in addition to those set forth in the applicable Bid
      Request, or (E) is otherwise not responsive to such Bid Request. Any
      Lender may correct a Competitive Bid containing a manifest error by
      submitting a corrected Competitive Bid (identified as such) not later than
      the applicable time required for submission of Competitive Bids. Any such
      submission of a corrected Competitive Bid shall constitute a revocation of
      the Competitive Bid that contained the manifest error. The Administrative
      Agent may, but shall not be required to, notify any Lender of any manifest
      error it detects in such Lender's Competitive Bid.

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

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

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

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

                                       21
<PAGE>

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

            (iii) the acceptance of offers may be made only on the basis of
      ascending Absolute Rates or Eurodollar Bid Margins within each Interest
      Period; and

            (iv)  the applicable Borrower may not accept any offer that is
      described in Section 2.03(c)(iii) or that otherwise fails to comply with
      the requirements hereof.

      (f) Procedure for Identical Bids. If two or more Lenders have submitted
Competitive Bids at the same Absolute Rate or Eurodollar Bid Margin, as the case
may be, for the same Interest Period, and the result of accepting all of such
Competitive Bids in whole (together with any other Competitive Bids at lower
Absolute Rates or Eurodollar Bid Margins, as the case may be, accepted for such
Interest Period in conformity with the requirements of Section 2.03(e)(iii))
would be to cause the aggregate outstanding principal amount of the applicable
Bid Borrowing to exceed the amount specified therefor in the related Bid
Request, then, unless otherwise agreed by the applicable Borrower, the
Administrative Agent and such Lenders, such Competitive Bids shall be accepted
as nearly as possible in proportion to the amount offered by each such Lender in
respect of such Interest Period, with such accepted amounts being rounded to the
nearest whole multiple of $1,000,000.

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

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

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

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

      2.04 PREPAYMENTS.

                                       22
<PAGE>

      (a) Any Borrower may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Committed Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date
of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar
Rate Committed Loans shall be in a principal amount of $10,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Pro Rata Share of such
prepayment. If such notice is given by any Borrower, such Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Committed Loans of the Lenders in accordance with their
respective Pro Rata Shares.

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

      (c) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect, the Borrowers shall immediately prepay
Loans in an aggregate amount equal to such excess.

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

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

                                       23
<PAGE>

      2.06 REPAYMENT OF LOANS.

      (a) Each Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of its Committed Loans outstanding on such date. Upon
the written request of the Borrowers delivered to the Administrative Agent at
least ten (10) Business Days prior to the Termination Date, and so long as no
Default has occurred and is continuing on the Termination Date, the Maturity
Date for Committed Loans shall be extended to a date one year after the
Termination Date and the Committed Loan Termination Balance shall be due on such
Maturity Date.

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

      2.07 INTEREST.

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

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

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

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

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

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest

                                       24
<PAGE>

hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law.

      2.08 FEES.

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

      (b) Utilization Fee. Each Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee equal to the Applicable Rate times its Total Outstandings on
each day that the Total Outstandings plus the "Total Outstandings" as defined in
the Other Credit Agreement exceed 50% of the actual daily amount of the
Aggregate Commitments plus the "Aggregate Commitments," as defined in the Other
Credit Agreement then in effect. For the purpose of determining the utilization
fee in this Agreement and the Other Credit Agreement, the Aggregate Commitments
hereunder on any day after the Termination Date shall equal the Total
Outstandings on such date. The utilization fee shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The utilization fee shall be calculated quarterly in
arrears and if there is any change in the Applicable Rate during any quarter,
the daily amount shall be computed and multiplied by the Applicable Rate for
each period during which such Applicable Rate was in effect. The utilization fee
shall accrue at all times, including at any time during which one or more of the
conditions in Article V is not met.

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

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

                                       25
<PAGE>

made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.11(a), bear
interest for one day.

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

      2.11 PAYMENTS GENERALLY.

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

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

      (c) Unless any Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder (or, in the case of a Borrowing of a Base Rate
Loan, prior to 12:30 P.M. on the date of such Borrowing), that such Borrower or
such Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that such Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

                                       26
<PAGE>

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

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

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

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

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

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

      2.12 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Committed Loans made by it,
any payment (whether

                                       27
<PAGE>

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

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

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

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

      (c) Each Borrower shall indemnify the Administrative Agent and each Lender
within thirty (30) days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of such Borrower hereunder

                                       28
<PAGE>

(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest,
additions to tax and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority; provided,
that such Borrower shall not be obligated to make a payment pursuant to this
Section 3.01 in respect of penalties, interest and additions to tax attributable
to any Indemnified Taxes or Other Taxes, if (i) such penalties, interest and
additions to tax are attributable to the failure of the Administrative Agent or
such Lender, as the case may be, to pay amounts paid to the Administrative Agent
or such Lender by such Borrower (for Indemnified Taxes or Other Taxes) to the
relevant Governmental Authority within thirty (30) days after receipt of such
payment from such Borrower or (ii) such penalties, interest and additions to tax
are attributable to the gross negligence or willful misconduct of the
Administrative Agent or such Lender, as the case may be. Within 180 days after
the Administrative Agent or such Lender learns of the imposition of Indemnified
Taxes or Other Taxes, such Person shall give notice to the relevant Borrower of
the payment by the Administrative Agent or such Lender, as the case may be, of
such Indemnified Taxes or Other Taxes, and of the assertion by any Governmental
Authority that such Indemnified Taxes or Other Taxes are due and payable, but
the failure to give such notice shall not affect such Borrower's obligations
hereunder to reimburse the Administrative Agent and such Lender for such
Indemnified Taxes or Other Taxes, except that such Borrower shall not be liable
for penalties, interest and other liabilities accrued or incurred after such 180
day period until such time as it receives the notice contemplated above, after
which time it shall be liable for penalties, interest and other liabilities
accrued or incurred prior to or during such 180 day period and accrued or
incurred after such receipt. Such Borrower shall not be liable for any
penalties, interest and other liabilities with respect to such Indemnified Taxes
or Other Taxes to the extent it has reimbursed the amount thereof to the
Administrative Agent or such Lender, as the case may be. A certificate as to the
amount of such payment or liability delivered to the relevant Borrower by a
Lender, or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

      (d) 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) Each Foreign Lender, before it signs and delivers this Agreement if
listed on the signature pages hereof, and before it becomes a Lender in the case
of each other Foreign Lender, shall provide such Borrower and the Administrative
Agent either (i) two accurate, complete and signed copies of either (x) U.S.
Internal Revenue Service Form W-8ECI or any successor form, or (y) U.S. Internal
Revenue Service Form W-8BEN or U.S. Internal Revenue Service Form W-8IMY, or any
successor form, in each case, indicating that such Lender is on the date of
delivery thereof entitled to receive payments of interest hereunder free from,
or subject to a reduced rate of withholding of United States Federal income tax
or (ii) in the case of such a Lender that is entitled to claim exemption from
withholding of United States Federal income tax under Section 871(h) or Section
881(c) of the Code with respect to payments of "portfolio interest", (x) a
certificate to the effect that such Lender is (A) not a "bank" within the

                                       29
<PAGE>

meaning of Section 881(c)(3)(A) of the Code, (B) not a "10 percent shareholder"
of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C)
not a controlled foreign corporation related to any Borrower within the meaning
of Section 881(c)(3)(C) of the Code and (y) two accurate, complete and signed
copies of U.S. Internal Revenue Service Form W-8BEN or U.S. Internal Revenue
Service Form W-81MY, or any successor Form. To the extent permitted by
applicable law, from time to time thereafter, at the request of any Borrower,
each Foreign Lender shall deliver renewals or additional copies of such forms
(or successor forms) on or before the date that such form expires or becomes
obsolete. Upon the written request of a Borrower to the Administrative Agent and
any Lender which is not a Foreign Lender, such Lender shall provide such
Borrower and the Administrative Agent with two accurate, complete and signed
copies of the U.S. Internal Revenue Service Form W-9.

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

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

      (h) If the Administrative Agent or any Lender determines, in its good
faith judgment, that it has actually received or realized any refund of tax or
any reduction of its tax liabilities or otherwise recovered any amount in
connection with any deduction or withholding or payment of any additional amount
by any Borrower pursuant to Section 3.04 or this Section 3.01, such Person shall
reimburse such Borrower in an amount equal to the net benefit, after tax, and
net of all expenses incurred by such Person in connection with such refund,
reduction or recovery; provided, that nothing in this paragraph (h) shall
require any Person to make available its tax returns (or any other information
relating to its taxes which it deems to be confidential). Each Borrower shall
return such amount to the applicable Person in the event that such Person is
required to repay such refund of tax or is not entitled to such reduction of, or
credit against, its tax liabilities. If the Administrative Agent or any Lender
shall become aware that it is entitled to receive a refund or direct credit in
respect of Indemnified Taxes or Other Taxes as to which it has been indemnified
by any Borrower or with respect to which any Borrower has paid additional
amounts, it shall promptly notify such Borrower of the availability of such
refund or direct credit and shall, within 30 days after receipt of a request for
such by such Borrower (whether as a result of notification that it has made of
such to such Borrower or otherwise), make a claim to such Governmental Authority
for such refund or direct credit and contest such Indemnified Taxes, Other Taxes
or liabilities if (i) such Borrower has agreed in writing to pay all of such
Lender's or

                                       30
<PAGE>

Administrative Agent's reasonable costs and expenses relating to such claim or
contest, (ii) such Lender or the Administrative Agent determines, in its good
faith judgment, that it would not be materially disadvantaged or prejudiced as a
result of such claim or contest (it being understood that the mere existence of
fees, charges, costs or expenses that such Borrower has offered to and agreed to
pay on behalf of such Lender or the Administrative Agent shall not be deemed to
be materially disadvantageous to such person) and (iii) such Borrower furnishes,
upon request of such Lender or the Administrative Agent, an opinion of reputable
tax counsel (such opinion and such counsel to be acceptable to such Lender or
the Administrative Agent) to the effect that such Indemnified Taxes or Other
Taxes were wrongly or illegally imposed.

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

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

                                       31
<PAGE>

      3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

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

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

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

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

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

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

                                       32
<PAGE>

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

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

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

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

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

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

                                  ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

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

      4.01 ORGANIZATION; POWERS. MetLife and each of its Material Subsidiaries
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, 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.

      4.02 AUTHORIZATION; ENFORCEABILITY. The Transactions are within each
Borrower's corporate powers and have been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered by each
Borrower and constitutes a legal, valid and binding obligation of each Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law. The Support Agreement has been
duly executed and delivered by and constitutes a legal, valid and binding
obligation of the Company and Funding, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, 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.

                                       33
<PAGE>

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

      4.04 FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

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

      (b) 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,
2003, as filed with the Applicable Insurance Regulatory Authority. Such
Statutory Statement presents fairly, in all material respects, the financial
position and results of operations of the Company , as of the date thereof and
for such year, in accordance with SAP.

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

      4.05 PROPERTIES.

      (a) MetLife and each of its Material Subsidiaries has good title to, or
valid leasehold interests in, all its real and personal property material to its
business, except for defects in title that, individually or in the aggregate,
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.

      4.06 LITIGATION AND ENVIRONMENTAL MATTERS.

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

                                       34
<PAGE>

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.

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

      4.08 INVESTMENT AND HOLDING COMPANY STATUS. Neither MetLife nor any of its
Material Subsidiaries (other than Funding) is an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940, and
Funding is an "investment company" as defined in such Act that is exempt from
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.

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

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

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

                                       35
<PAGE>

      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 FRB, 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 TO CREDIT EXTENSIONS

      5.01 CLOSING 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 10.01):

      (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 Closing Date, of counsel to the Company,
substantially in the form of Exhibit E, 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 each of 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 Closing 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.

      (e) The Existing Credit Agreements shall have been terminated, all Loans
thereunder shall have been repaid in full and all letters of credit issued under
the Existing Bank of America Credit Agreement shall have been cancelled or be
deemed outstanding under the Other Credit Agreement.

The Administrative Agent shall notify the Borrowers and the Lenders of the
Closing 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 10.01) at or prior to 3:00 p.m., New York City time, on
April 23, 2004 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

                                       36
<PAGE>

      5.02  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 Closing Date, in Section 4.04(c)
and in Section 4.06) 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.

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

      (d)   The applicable Borrower is authorized to perform its obligations in
respect of the proposed Borrowing.

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),
(b) and (c) 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:

      6.01  FINANCIAL STATEMENTS AND OTHER INFORMATION. MetLife will furnish to
the Administrative Agent and each Lender:

      (a)   (i) as soon as available, but not later than 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 Sections 7.04 and 7.05 and (iii) stating whether any change in
GAAP or SAP, as the case may be, or in the application thereof has occurred
since the date of the most recently delivered financial statements and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

                                       37

<PAGE>

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

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

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

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

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

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

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

                                       38

<PAGE>

      6.03  EXISTENCE; CONDUCT OF BUSINESS. MetLife will, and will cause each of
its Material Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation, dissolution or other transaction permitted under
Section 7.02.

      6.04  PAYMENT OF OBLIGATIONS. MetLife will, and will cause each of its
Material Subsidiaries to, pay 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.

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

      6.06  BOOKS AND RECORDS; INSPECTION RIGHTS. MetLife will, and will cause
each of its Material Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions
in relation to its business and activities. MetLife will, and will cause each of
its Material Subsidiaries to, permit any representative designated by the
Administrative Agent (and, if a Default shall have occurred and be continuing,
any representatives 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.

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

      6.08  USE OF PROCEEDS. The proceeds of the Loans will be used only for
general corporate purposes (including the back-up of commercial paper) of
MetLife and its Subsidiaries in the ordinary course of business; provided that
no part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the FRB, 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.

                                       39

<PAGE>

      6.09  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:

      7.01  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 Liens and the Indebtedness secured thereby are incurred
prior to or within 360 days after such acquisition or the completion of such
construction or improvement, (ii) the Indebtedness secured thereby does not
exceed the cost of acquiring, constructing or improving such assets, and (iii)
such Liens shall not apply to any other property or assets of such Borrower;

      (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, except for recourse obligations
that are customary in "non-recourse" real estate transactions;

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

                                       40

<PAGE>

      (g)   Structured Transaction Liens;

      (h)   Liens arising out of Asset Securitizations;

      (i)   Liens on Separate Accounts Assets;

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

      (k)   Liens arising in connection with Swap Contracts;

      (l)   Liens on securities owned by such Borrower which are pledged to the
Federal Home Loan Bank Board, (the "FHLBB") to secure loans made by the FHLBB to
such Borrower in the ordinary course of business and on ordinary business terms;

      (m)   Liens not otherwise permitted by this Section 7.01 arising in the
ordinary course of the Borrowers' business that do not secure any Indebtedness;
provided that the obligations of the Borrowers secured by such Liens shall not
exceed $3,000,000,000 at any one time outstanding;

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

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

      7.02  FUNDAMENTAL CHANGES.

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

                                       41

<PAGE>

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

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

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

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

                                  ARTICLE VIII.
                                EVENTS OF DEFAULT

      8.01  EVENTS OF DEFAULT. If any of the following events ("Events of
Default") shall occur:

      (a)   any Borrower shall fail to pay any principal of any Loan 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;

      (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 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 6.02, 6.03 (with respect to such
Borrower's existence), 6.08 or 6.09 or in Article VII;

      (e)   any Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this

                                       42

<PAGE>

Article), and such failure shall continue unremedied for a period of 30 days
after notice thereof from the Administrative Agent to the relevant Borrower
(which notice will be given at the request of any Lender);

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

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

      (h)   an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of MetLife or any of its Material Subsidiaries or its debts, or of a
substantial part of its assets, under any 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;

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

                                       43

<PAGE>

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

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

      (a)   declare the commitment of each Lender to make Loans to be
terminated, whereupon such commitments shall be terminated;

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

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

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

      8.03  APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable as set forth in the proviso to Section 8.02), any amounts received on
account of the Obligations of any Borrower shall be applied by the
Administrative Agent in the following order:

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

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

      Third, to payment of that portion of such Borrower's Obligations
constituting accrued and unpaid interest on the Loans, ratably among the Lenders
in proportion to the respective amounts described in this clause Third payable
to them;

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

                                       44

<PAGE>

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

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01  APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. Each Lender
hereby irrevocably appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and
each other Loan Document and to exercise such powers and perform such duties as
are expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender or Participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

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

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

                                       45

<PAGE>

in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or any Affiliate thereof.

      9.04  RELIANCE BY ADMINISTRATIVE AGENT.

      (a)   The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

      (b)   For purposes of determining compliance with the conditions specified
in Section 5.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

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

      9.06  CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any

                                       46

<PAGE>

Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrowers hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.

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

      9.08  ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from,

                                       47

<PAGE>

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

      9.09  SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign
as Administrative Agent upon 30 days' notice to the Lenders and the Borrowers.
If the Administrative Agent resigns under this Agreement, the Required Lenders
shall appoint from among the Lenders a successor administrative agent for the
Lenders, which successor administrative agent shall be consented to by the
Borrowers at all times other than during the existence of an Event of Default
(which consent of the Borrowers shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrowers, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated without any other or further act or deed on the part of any other
Lender. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Section 10.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement. If no successor administrative
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.

      9.10  ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise

      (a)   to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the

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Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 2.08 and
10.05) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08 and 10.05.

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

      9.11  OTHER AGENTS; JOINT LEAD ARRANGERS AND BOOK MANAGERS. None of the
Lenders or other Persons identified on the facing page or signature pages of
this Agreement as a "syndication agent," "documentation agent," "arranger,"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

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

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

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

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<PAGE>

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

      (d)   reduce the principal of, or the rate of interest specified herein
on, any Loan, or (subject to clause (iv) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrower to pay interest at the Default Rate;

      (e)   change Section 2.12 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender; or

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

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

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

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

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

            (ii)  if to any other Lender, to the address, facsimile number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire or to such

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<PAGE>

      other address, facsimile number, electronic mail address or telephone
      number as shall be designated by such party in a notice to the Borrowers
      and the Administrative Agent.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

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

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

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

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights,

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<PAGE>

remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

      10.04 [INTENTIONALLY OMITTED].

      10.05 COSTS, EXPENSES AND INDEMNIFICATION.

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

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

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

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

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<PAGE>

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

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

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

      10.07 SUCCESSORS AND ASSIGNS.

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

      (b)   Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding

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<PAGE>

thereunder) subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrowers otherwise consent (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to rights in respect of
Bid Loans; (iii) any assignment of a Commitment must be approved by the
Administrative Agent, unless the Person that is the proposed assignee is itself
a Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); (iv) the assignment shall contain a representation by the
Eligible Assignee to the effect that none of the consideration used to make the
purchase of the Commitment and Loans under the applicable Assignment and
Assumption constitutes "plan assets" as defined under ERISA and that the rights
and interests of the Eligible Assignee in and under the Loan Documents will not
be "plan assets" under ERISA; and (v) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500. Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05 and 10.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon
request, each Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.

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

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<PAGE>

      (d)   Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or a Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.12 as though it were a
Lender.

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

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

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

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

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<PAGE>

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

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

      (h)   Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrowers (an "SPC") the option to provide all or
any part of any Committed Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if
an SPC elects not to exercise such option or otherwise fails to make all or any
part of such Committed Loan, the Granting Lender shall be obligated to make such
Committed Loan pursuant to the terms hereof or, if it fails to do so, to make
such payment to the Administrative Agent as is required under Section
2.11(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Borrowers under
this Agreement (including its obligations under Section 3.04), (ii) no SPC shall
be liable for any indemnity or similar payment obligation under this Agreement
for which a Lender would be liable, and (iii) the Granting Lender shall for all
purposes, including the approval of any amendment, waiver or other modification
of any provision of any Loan Document, remain the lender of record hereunder.
The making of a Committed Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Committed Loan were
made by such Granting Lender. In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrowers and the Administrative Agent and without
paying any processing fee therefor, assign all or any portion of its right to
receive payment with respect to any Committed Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.

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

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<PAGE>

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

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

      10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or,

                                       57

<PAGE>

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

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

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

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

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

      10.15 MITIGATION OF OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a)   If any Lender requests compensation under Section 3.04, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
then such Lender shall, upon the request of such Borrower, use reasonable
efforts to designate a different Lending Office for funding or booking

                                       58

<PAGE>

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

      (b)   Under any circumstances set forth herein providing that the
Borrowers shall have the right to replace a Lender as a party to this Agreement,
the Borrowers may, upon notice to such Lender and the Administrative Agent,
replace such Lender by causing such Lender to assign its Commitment (with the
assignment fee to be paid by the Borrowers in such instance) pursuant to Section
10.07(b) to one or more other Lenders or Eligible Assignees procured by the
Borrowers; provided, however, that if the Borrowers elect to exercise such right
with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to
replace all Lenders that have made similar requests for compensation pursuant to
Section 3.01 or 3.04. Upon the making of any such assignment, the Borrowers
shall pay in full any amounts payable pursuant to Section 3.05.

      10.16 GOVERNING LAW.

      (a)   THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made and to be
performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE Agent AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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

      10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT

                                       59

<PAGE>

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

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

                                       60

<PAGE>

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

                                  METLIFE, INC.

                                  By: /s/ Anthony J. Williamson
                                     ___________________________________________
                                  Name: Anthony J. Williamson
                                       _________________________________________
                                  Title: Senior Vice President and Treasurer
                                        ________________________________________

                                  METROPOLITAN LIFE INSURANCE COMPANY

                                  By: /s/ Anthony J. Williamson
                                     ___________________________________________
                                  Name: Anthony J. Williamson
                                       _________________________________________
                                  Title: Senior Vice President and Treasurer
                                        ________________________________________

                                  METLIFE FUNDING, INC.


                                  By: /s/ Anthony J. Williamson
                                     ___________________________________________
                                  Name: Anthony J. Williamson
                                       _________________________________________
                                  Title: Chairman, President and Chief Executive
                                         Officer
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-1

<PAGE>

                                  BANK OF AMERICA, N.A., individually, as
                                  Administrative Agent

                                  By: /s/ LESLIE NANNEN
                                     ___________________________________________
                                  Name: Leslie Nannen
                                       _________________________________________
                                  Title: Principal
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-2

<PAGE>

                                  WACHOVIA CAPITAL MARKETS, LLC, as
                                  Syndication Agent

                                  By: /s/ Emily Johnson
                                     ___________________________________________
                                  Name: Emily Johnson
                                       _________________________________________
                                  Title: Assoc/VP
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-3

<PAGE>

                                  WACHOVIA BANK, N.A.

                                  By:/s/KIMBERLY SHAFFER
                                     ___________________________________________
                                  Name:Kimberly Shaffer
                                       _________________________________________
                                  Title:Director
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-4

<PAGE>

                                  CITICORP USA

                                  By: /s/ David A. Dodge
                                     ___________________________________________
                                  Name: David A. Dodge
                                        ________________________________________
                                  Title: Managing Director
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-5
<PAGE>

                                  JPMORGAN CHASE BANK

                                  By: /s/ Heather Lindstrom
                                     ___________________________________________
                                  Name: Heather Lindstrom
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-6

<PAGE>

                                  CREDIT SUISSE FIRST BOSTON,
                                  acting through its Cayman Islands Branch

                                  By: /s/ Paul L. Colon
                                     ___________________________________________
                                  Name: Paul L. Colon
                                       _________________________________________
                                  Title: Director
                                        ________________________________________


                                  By: /s/ Jennifer A. Pieza
                                     ___________________________________________
                                  Name: Jennifer A. Pieza
                                       _________________________________________
                                  Title: Associate
                                        ________________________________________


                                                       364-Day Credit Agreement

                                      S-7

<PAGE>

                                  DEUTSCHE BANK AG NEW YORK BRANCH

                                  By: /s/ John S. McGill
                                     ___________________________________________
                                  Name: John S. McGill
                                       _________________________________________
                                  Title: Director
                                        ________________________________________


                                  By: /s/ Charles Kohler
                                     ___________________________________________
                                  Name: Charles Kohler
                                       _________________________________________
                                  Title: Managing Director
                                        ________________________________________



                                                       364-Day Credit Agreement

                                      S-8

<PAGE>

                                  HSBC BANK USA

                                  By: /s/ Kenneth J. Johnson
                                     ___________________________________________
                                  Name: Kenneth J. Johnson
                                       _________________________________________
                                  Title: Senior Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-9

<PAGE>

                                  LEHMAN BROTHERS BANK, FSB

                                  By: /s/ Gary T. Taylor
                                     ___________________________________________
                                  Name: Gary T. Taylor
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-10

<PAGE>

                                  MELLON BANK, N.A.

                                  By: /s/ Carrie Burnham
                                     ___________________________________________
                                  Name: Carrie Burnham
                                       _________________________________________
                                  Title: Assistant Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-11

<PAGE>

                                  MERRILL LYNCH BANK USA

                                  By: /s/ Louis Alder
                                     ___________________________________________
                                  Name: Louis Alder
                                       _________________________________________
                                  Title: Director
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-12

<PAGE>

                                  UBS LOAN FINANCE LLC

                                  By: /s/ Wilfred V. Saint
                                      ______________________________
                                  Name: Wilfred V. Saint
                                      ______________________________
                                  Title: Director, Banking
                                         Products Services, US
                                      ______________________________


                                  By: /s/ Joselin Fernandes
                                      ______________________________
                                  Name: Joselin Fernandes
                                      ______________________________
                                  Title: Associate Director, Banking
                                         Product Services, US
                                      ______________________________



                                                       364-Day Credit Agreement

                                      S-13
<PAGE>

                                  ABN AMRO BANK N.V.

                                  By: /s/ Neil R. Stein
                                      ______________________________
                                  Name: Neil R. Stein
                                      ______________________________
                                  Title: Group Vice President
                                      ______________________________

                                  By: /s/ Michael DeMarco
                                      ______________________________
                                  Name: Michael DeMarco
                                      ______________________________
                                  Title: Assistant Vice President
                                      ______________________________

                                                       364-Day Credit Agreement

                                      S-14

<PAGE>

                                  BNP PARIBAS

                                  By: /s/LAURENT VANDERZYPPE
                                     ___________________________________________
                                  Name: Laurent Vanderzyppe
                                       _________________________________________
                                  Title: Director
                                        ________________________________________

                                  By: /s/ MARGUERITE L. LEBON
                                     ___________________________________________
                                  Name: Marguerite L. Lebon
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-15
<PAGE>

                                  BANK ONE, NA

                                  By: /s/ Gerard P. Fogarty
                                     ___________________________________________
                                  Name: Gerard P. Fogarty
                                       _________________________________________
                                  Title: Director
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-16

<PAGE>

                                  BARCLAYS BANK PLC

                                  By: /s/ Alison A. McGuigan
                                     ___________________________________________
                                  Name: Alison A. McGuigan
                                       _________________________________________
                                  Title: Associate Director
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-17
<PAGE>

                                  THE NORTHERN TRUST COMPANY

                                  By: /s/ Eric Dybing
                                     ___________________________________________
                                  Name: Eric Dybing
                                       _________________________________________
                                  Title: Second Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-18

<PAGE>

                                  PNC BANK, N.A.

                                  By: /s/ Paul Devine
                                     ___________________________________________
                                  Name: Paul Devine
                                       _________________________________________
                                  Title: Vice President & Credit Officer
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-19

<PAGE>

                                  THE ROYAL BANK OF SCOTLAND

                                  By: /s/ Angela R. Reilly
                                     ___________________________________________
                                  Name: Angela R. Reilly
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-20

<PAGE>

                                  STATE STREET BANK AND TRUST COMPANY

                                  By: /s/ Edward M. Anderson
                                     ___________________________________________
                                  Name: Edward M. Anderson
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-21

<PAGE>

                                  US BANK NATIONAL ASSOCIATION

                                  By: /s/ Eric Hartman
                                     ___________________________________________
                                  Name: Eric Hartman
                                       _________________________________________
                                  Title: Vice President
                                        ________________________________________

                                                       364-Day Credit Agreement

                                      S-22

</TEXT>
</DOCUMENT>
