EXHIBIT 4.43
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METLIFE, INC.,
ISSUER
and
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
Second Supplemental Indenture
Dated as of June 21, 2005
Supplement to the Indenture of MetLife, Inc.
dated as of June 21, 2005
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND SCOPE
Section 1.1 Definition of Terms.................................................... 2
Section 1.2 Scope.................................................................. 4
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE SERIES B DEBENTURES
Section 2.1 Designation, Principal Amount and Authorized Denomination.............. 4
Section 2.2 Maturity............................................................... 5
Section 2.3 Form and Payment....................................................... 5
Section 2.4 Global Series B Debenture.............................................. 5
Section 2.5 Interest............................................................... 7
Section 2.6 Redemption of the Series B Debentures.................................. 7
Section 2.7 Put Right of Holders................................................... 7
Section 2.8 Restrictions on Certain Payments, Including on Deferral of Interest.... 8
Section 2.9 Notice of Defaults; Amount Payable upon Acceleration................... 9
Section 2.10 CUSIP Numbers.......................................................... 9
Section 2.11 Security Registrar and Paying Agent.................................... 9
Section 2.12 Company Elections in Connection with Remarketing....................... 9
ARTICLE III
EXPENSES
Section 3.1 Expenses............................................................... 11
ARTICLE IV
FORM OF SERIES B DEBENTURES
Section 4.1 Form of Series B Debentures............................................ 11
ARTICLE V
ORIGINAL ISSUE OF SERIES B DEBENTURES
Section 5.1 Original Issue of Series B Debentures.................................. 21
ARTICLE VI
EVENTS OF DEFAULT, WAIVER AND NOTICE
Section 6.1 Event of Default....................................................... 21
ARTICLE VII
SUBORDINATION
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Section 7.1 Subordination.......................................................... 23
Section 7.2 Company Election to End Subordination.................................. 23
Section 7.3 Compliance with Federal Reserve Board Rules............................ 23
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Effectiveness.......................................................... 24
Section 8.2 Further Assurances..................................................... 24
Section 8.3 Effect of Recitals..................................................... 24
Section 8.4 Ratification of Base Indenture......................................... 24
Section 8.5 Governing Law.......................................................... 24
Section 8.6 Counterparts........................................................... 24
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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 21, 2005 (this
"Second Supplemental Indenture"), to the Base Indenture (as defined below),
dated as of the date hereof, between METLIFE, INC., a Delaware corporation (the
"Company"), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, not in its
individual capacity but solely as trustee under the Indenture (as defined
below), a national banking association (the "Trustee").
WHEREAS, the Company and the Trustee have entered into an Indenture, dated
as of the date hereof (the "Base Indenture," and together with this Second
Supplemental Indenture, the "Indenture"); and
WHEREAS, Section 9.01 of the Base Indenture provides that the Base
Indenture may be amended without the consent of any Holder (i) to provide for
the issuance of and establish the form and terms and conditions of the
Securities (as defined in the Base Indenture) of any series as provided in
Section 2.01 of the Base Indenture and (ii) to add to, change or eliminate any
of the provisions of the Base Indenture in respect of one or more series of
Securities, provided that any such addition, change or elimination does not
apply to any Security of any series created prior to the execution of the
amendment;
WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel
and an Officers' Certificate pursuant to Section 14.07 of the Base Indenture to
the effect that all conditions precedent provided for in the Base Indenture to
the Trustee's execution and delivery of this Second Supplemental Indenture have
been complied with;
WHEREAS, MetLife Capital Trust III, a Delaware statutory trust (the
"Trust"), has offered to the public its Series B Trust Preferred Securities (the
"Trust Preferred Securities"), representing undivided beneficial interests in
the assets of the Trust, and proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the Company
of its Common Securities (together with the Trust Preferred Securities, the
"Trust Securities"), in the Series B Debentures;
WHEREAS, the Trust Preferred Securities and the Series B Debentures will
be subject to Remarketing, in connection with which certain terms of the Trust
Preferred Securities and the Series B Debentures may be changed, all in
accordance with the procedures to be set forth in a Remarketing Agreement to be
entered into among the Company, the Trust (in the event the Trust Preferred
Securities are outstanding on any Remarketing Date), the Stock Purchase Contract
Agent and the Remarketing Agent; and
WHEREAS, the Company has requested that the Trustee execute and deliver
this Second Supplemental Indenture and satisfy all requirements necessary to
make this Second Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Series B Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to make this
Second Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this Second Supplemental Indenture has been duly
authorized in all respects:
NOW, THEREFORE, the Company and the Trustee agree as follows:
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ARTICLE I
DEFINITIONS AND SCOPE
Section 1.1 Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same meaning when used in
this Second Supplemental Indenture unless otherwise specified herein;
(b) a term defined anywhere in this Second Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the following terms have the meanings given to them in the Trust
Agreement: Administrative Trustee; Delaware Trustee; Distributions; Initial
Liquidation Amount; Property Trustee; Record Date; Remarketing; Remarketing
Agent; Remarketing Agreement; Remarketing Date; Remarketing Settlement Date;
Trust Preferred Securities Certificate; Stock Purchase Contract Agent and
Successful.
(f) the following terms have the meanings given to them in this Section
1.1(f):
"Accreted Interest" means, for any Interest Period for any Series B
Debenture as of any date of determination, (i) the Accreted Principal
Amount of such Series B Debenture at the beginning of the Interest Period
in which such date occurs, multiplied by (ii) the Applicable Yield for
such Interest Period, multiplied by (iii) the quotient of the actual
number of days elapsed from and including the first day of such Interest
Period, to but excluding the date of determination divided by 360;
provided that the Accreted Interest for any full Interest Period shall be
calculated by reference to the actual number of days in such Interest
Period divided by 360.
"Accreted Principal Amount" means, for any Series B Debenture as of
any date of determination, (i) the Original Principal Amount of such
Series B Debenture, plus (ii) the sum of the Accreted Interest (if any)
for each Interest Period concluding on or prior to such date, plus (iii)
the Accreted Interest for the Interest Period in which such date occurs as
of the date of determination.
"Additional Interest" means the interest that shall accrue on any
interest on the Series B Debentures the payment of which has not been made
on the applicable Interest Payment Date. References herein to "interest"
include Additional Interest unless the context otherwise requires.
"Applicable Yield" means (1) prior to the Remarketing Settlement
Date, 0%, (2) if a Remarketing occurs, unless the Company has elected that
the Series B Debentures will
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bear cash interest, from and after the applicable Remarketing Settlement
Date, for any Interest Period, the Reset Yield for such Interest Period
and (3) if a Remarketing has occurred and the Company has elected to have
the Series B Debentures bear cash interest, 0%.
"Collateral Agent" has the meaning set forth in the Stock Purchase
Contract Agreement.
"Creditor" has the meaning set forth in Section 3.1.
"Holder" means a Securityholder (as defined in the Base Indenture)
of the Series B Debentures.
"Early Termination Event" means the dissolution of the Trust and the
distribution of the Series B Debentures held by the Property Trustee to
the holders of the Trust Securities issued by the Trust pro rata in
accordance with the Trust Agreement.
"Final Failed Remarketing" has the meaning set forth in the Stock
Purchase Contract Agreement.
"Global Series B Debentures" has the meaning set forth in Section
2.4.
"Interest Period" means (1) prior to the Stock Purchase Date, the
period from and including the most recent Interest Payment Date to which
interest has been paid or duly made available for payment (or June 21,
2005 if no interest has been paid or been duly made available for payment)
to, but excluding, the next succeeding Interest Payment Date, (2) if a
Remarketing occurs, unless the Company has elected that the Series B
Debentures will bear cash interest from and after such Remarketing, the
period from and including the applicable Remarketing Settlement Date to
the Stated Maturity of the Series B Debentures, and (3) if a Remarketing
has occurred and the Company has elected to have the Series B Debentures
bear cash interest, the period from and including the applicable
Remarketing Settlement Date or, if later, the most recent Interest Payment
Date to which interest has been paid or duly made available, to but
excluding the next succeeding Interest Payment Date, or, if earlier, then
the Stated Maturity of the Series B Debentures.
"Non Book-Entry Trust Preferred Securities" has the meaning set
forth in Section 2.4.
"Normal Common Equity Units" has the meaning set forth in the Stock
Purchase Contract Agreement.
"Original Principal Amount" of a Series B Debenture means the stated
Original Principal Amount as set forth on the face of such Series B
Debenture.
"Reset Rate" means the rate of interest on the Series B Debentures,
if any, set in a Remarketing in which the Company elected that the Series
B Debentures would pay
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interest in cash following such Remarketing (defined in the Trust
Agreement as the "Reset Rate" applicable in such circumstances).
"Reset Yield" means the yield to maturity on the Series B
Debentures, if any, set in a Remarketing in which the Company did not
elect that the Series B Debentures would pay interest in cash following
such Remarketing (defined in the Trust Agreement as the "Reset Rate"
applicable in such circumstances).
"Series B Debentures" has the meaning set forth in Section 4.1.
"Stock Purchase Contract" has the meaning set forth in the Stock
Purchase Contract Agreement.
"Stock Purchase Contract Agreement" means that certain agreement,
dated as of the date hereof, between the Company and J.P. Morgan Trust
Company, National Association, as Stock Purchase Contract Agent.
"Stock Purchase Date" has the meaning set forth in the Stock
Purchase Contract Agreement.
"Trust" has the meaning set forth in the recitals hereto.
"Trust Agreement" means the Amended and Restated Declaration of
Trust, dated as of the date hereof, among the Company, as sponsor, the
Property Trustee, the Delaware Trustee and the Administrative Trustees and
the several Holders (as defined therein) relating to the Trust.
"Trust Securities" has the meaning provided in the recitals hereto.
Section 1.2 Scope. The changes, modifications and supplements to the Base
Indenture effected by this Second Supplemental Indenture shall only be
applicable with respect to, and govern the terms of, the Series B Debentures and
shall not apply to any other series of Securities that may be issued under the
Base Indenture unless a supplemental indenture with respect to such other series
of Securities specifically incorporates such changes, modifications and
supplements.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE SERIES B DEBENTURES
Section 2.1 Designation, Principal Amount and Authorized Denomination.
There is hereby authorized a series of Securities designated the 4.91%
Junior Subordinated Debt Securities, Series B, due 2040 (the "Series B
Debentures"), limited in aggregate principal amount to $1,067,010,000, which
amount to be issued shall be as set forth in any written order of the Company
for the authentication and delivery of Series B Debentures pursuant to the
Indenture. The Series B Debentures shall be issuable in denominations of $1,000
Original Principal Amount and integral multiples thereof.
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Section 2.2 Maturity.
The Stated Maturity of the Series B Debentures will be February 15, 2040,
subject to change as provided in Section 2.12.
Section 2.3 Form and Payment.
Except as provided in Section 2.4, the Series B Debentures shall be issued
in fully registered definitive form without interest coupons. Principal of and
interest on the Series B Debentures issued in definitive form will be payable,
the transfer of such Series B Debentures will be registrable and such Series B
Debentures will be exchangeable for Series B Debentures bearing identical terms
and provisions at the office or agency of the Trustee; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the Holder at such address as shall appear in the Register or by wire transfer
in immediately available funds to the bank account number of the Holder
specified in writing by the Holder and entered in the Register by the Registrar.
Notwithstanding the foregoing, so long as the Holder of any Series B Debenture
is the Property Trustee, the payment of the principal of and interest (including
expenses and taxes of the Trust set forth in Section 3.1 hereof, if any) on such
Series B Debentures held by the Property Trustee will be made at such place and
to such account as may be designated in writing by the Property Trustee.
Section 2.4 Global Series B Debenture.
(a) The Depository Trust Company shall serve as the initial Depositary for
the Series B Debentures.
(b) The Series B Debentures shall be issued initially in fully registered
form in the name of the Property Trustee, in its capacity as such. In connection
with an Early Termination Event,
(i) the Series B Debentures in definitive form may be presented to the
Trustee by the Property Trustee for exchange for one or more Global Securities
(as defined in the Base Indenture) representing Series B Debentures in an
aggregate Original Principal Amount equal to the aggregate Original Principal
Amount of all outstanding Series B Debentures (each a "Global Series B
Debenture"), to be registered in the name of the Depositary, or its nominee, and
delivered by the Property Trustee to the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the Administrative
Trustees. The Company upon any such presentation shall execute one or more
Global Series B Debentures in such aggregate Original Principal Amount and
deliver the same to the Trustee for authentication and delivery in accordance
with the Indenture. The Trustee, upon receipt of such Global Series B
Debentures, together with an Officers' Certificate requesting authentication,
will authenticate such Global Series B Debentures. Payments on the Series B
Debentures issued as Global Series B Debentures will be made to the Depositary;
and
(ii) if any Trust Preferred Securities are held in non book-entry
definitive form, the Series B Debentures in certificated form may be presented
to the Trustee by the Property Trustee and any Trust Preferred Securities
Certificate which represents Trust Preferred Securities other
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than Trust Preferred Securities held by the Depositary or its nominee ("Non
Book-Entry Trust Preferred Securities") will be deemed to represent beneficial
interests in the Series B Debentures presented to the Trustee by the Property
Trustee having an aggregate Original Principal Amount equal to the aggregate
Initial Liquidation Amount of the Non Book-Entry Trust Preferred Securities
until such Trust Preferred Securities Certificates are presented to the Property
Trustee for transfer or reissuance, at which time such Trust Preferred
Securities Certificates will be cancelled and a Series B Debenture, registered
in the name of the Holder of the Trust Preferred Securities Certificate or the
transferee of the Holder of such Trust Preferred Securities Certificate, as the
case may be, with an aggregate Original Principal Amount equal to the aggregate
Initial Liquidation Amount of the Trust Preferred Securities Certificate
cancelled, will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture to such Holder. The
Trustee, upon receipt of such Series B Debenture together with an Officers'
Certificate requesting authentication, shall authenticate such Series B
Debenture. On issue of such Series B Debentures, Series B Debentures with an
equivalent aggregate Original Principal Amount that were presented by the
Property Trustee to the Trustee will be deemed to have been cancelled.
(c) Unless and until it is exchanged for the Series B Debentures in
definitive form, a Global Series B Debenture may be transferred, in whole but
not in part, only by the Depository or the nominee of the Depository to another
nominee of the Depositary, or to a successor Depositary selected or approved by
the Company or to a nominee of such successor Depositary.
(d) If after Global Series B Debentures are issued (a) at any time the
Depositary for Global Series B Debentures notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Series B
Debentures or if at any time the Depositary for such Global Series B Debentures
shall no longer be a clearing agency registered or in good standing under the
Securities Exchange Act of 1934 or other applicable statute or regulation when
the Depository is required to be so registered to act as the Depository, and in
either case a successor Depositary for such Global Series B Debentures is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or (b) the Company
determines in its sole discretion that the Series B Debentures shall no longer
be represented by one or more Global Series B Debentures and delivers to the
Trustee an Officer's Certificate evidencing such determination, then the Company
will execute and the Trustee, upon receipt of an Officer's Certificate
evidencing such determination by the Company, will authenticate and deliver
Series B Debentures of like tenor in definitive registered form, in authorized
denominations, and in aggregate Original Principal Amount equal to the Original
Principal Amount of the Global Series B Debentures in exchange for such Global
Series B Debentures. Upon the exchange of Global Series B Debentures for such
Series B Debentures in definitive registered form without coupons, in authorized
denominations, the Global Series B Debentures shall be canceled by the Trustee.
Such Series B Debentures in definitive registered form issued in exchange for
Global Series B Debentures pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Series B Debentures to the
Persons in whose names such Series B Debentures are so registered.
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Section 2.5 Interest.
(a) Each Series B Debenture will bear interest and, following the
Remarketing Settlement Date, interest or Accreted Interest, as applicable, all
as provided in the form of Series B Debentures set forth in Section 4.1 hereof.
(b) The Company shall have the right to defer the payment of cash interest
on the Series B Debentures, as provided in Section 4.01 of the Base Indenture,
for one or more Deferral Periods of not longer than five years each. The Company
shall give the Trustee notice of its election to begin any such Deferral Period
at least five Business Days prior to the earlier of (i) the next succeeding date
on which Distributions on the Trust Preferred Securities would be payable but
for such deferral, and (ii) the date on which the Property Trustee is required
to give notice to holders of the Trust Preferred Securities of the Record Date
or the date such Distributions are payable, but in any event not less than five
Business Days prior to such Record Date, provided, however, that in no event
shall such notice of election be sent more than fifteen Business Days prior to
the date on which payments of all amounts then due in respect of the Trust
Preferred Securities are scheduled to occur.
(c) The Series B Debentures are not entitled to any sinking fund payments.
Section 2.6 Redemption of the Series B Debentures.
(a) The Series B Debentures shall not be subject to the right of
redemption specified in Section 3.01 of the Base Indenture.
(b) If in connection with the Remarketing the Series B Debentures become
redeemable at the option of the Company, any such redemption shall be effected
in accordance with Article III of the Base Indenture.
Section 2.7 Put Right of Holders.
If a there has not been a Successful Remarketing prior to February 15,
2009, each Holder of Series B Debentures will have the right to require the
Company to purchase all or a portion of its Series B Debentures on such date as
described below. Such right will be exercisable only upon delivery of notice to
the Trustee (i) for as long as the Series B Debentures are held by the Property
Trustee, on or prior to 11:00 A.M., New York City time, on the Business Day
immediately prior to February 15, 2009, or (ii) in all other cases, on or prior
to 11:00 A.M., New York City time on the second Business Day prior to February
15, 2009. The Company shall purchase such Series B Debentures at a Repayment
Price consisting of cash in an amount equal to 100% of the Accreted Principal
Amount thereof as of such date, plus a junior subordinated note of the Company
(which shall be subordinated and rank junior in right of payment to all of the
Company's existing and future Senior Indebtedness), bearing interest at the rate
of 4.91% per annum, in the amount of the accrued and unpaid interest (including
Additional Interest), if any, to, but excluding such date and payable on August
15, 2010 or, if February 15, 2009 is during a Deferral Period, the fifth
anniversary of the first day of such Deferral Period. Settlement of such
purchase shall be effected on February 15, 2009. Subject to the foregoing, any
such purchase by the Company shall be effected in accordance with Article III of
the Base Indenture.
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Section 2.8 Restrictions on Certain Payments, Including on Deferral of
Interest.
If there shall have occurred and be continuing any event that, with the
giving of notice or the lapse of time, or both, would be an Event of Default
with respect to the Series B Debentures of which the Company shall have actual
knowledge and which the Company shall not have taken reasonable steps to cure;
the Series B Debentures shall be held by the Trust and the Company shall be in
default with respect to its payment of any obligations under the Guarantee; or
the Company shall have given notice of its election to begin a Deferral Period
with respect to the Series B Debentures as provided herein and shall not have
rescinded such notice, and such Deferral Period, or any extension thereof, shall
be continuing, then the Company covenants and agrees with the Holders that it
shall not:
(a) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any shares of capital
stock of the Company other than
(i) any repurchase, redemption or other acquisition of shares of capital
stock of the Company in connection with (x) any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more
employees, officers, directors, consultants or independent contractors, (y) a
dividend reinvestment or stockholder purchase plan, or (z) the issuance of
capital stock of the Company, or securities convertible into or exercisable for
such capital stock, as consideration in an acquisition transaction entered into
prior to the applicable Event of Default, Default or Deferral Period, as the
case may be;
(ii) any exchange, redemption or conversion of any class or series of
capital stock of the Company, or the capital stock of one of the Company's
subsidiaries, for any other class or series of capital stock of the Company, or
of any class or series of the Company's indebtedness for any class or series of
capital stock of the Company;
(iii) any purchase of, or payment of cash in lieu of, fractional interests
in shares of capital stock of the Company pursuant to the conversion or exchange
provisions of such capital stock or the securities being converted or exchanged;
(iv) any declaration of a dividend in connection with any rights plan, or
the issuance of rights, stock or other property under any rights plan, or the
redemption or repurchase of rights pursuant thereto;
(v) payments by the Company under any Guarantee related to the Trust
Preferred Securities; or
(vi) any dividend in the form of stock, warrants, options or other rights
where the dividend stock or stock issuable upon exercise of such warrants,
options or other rights is the same stock as that on which the dividend is being
paid or ranks equal with or junior to such stock;
(b) make any payment of principal of, or interest or premium, if any, on,
or repay, repurchase or redeem any debt securities issued by the Company that
rank equal with or junior to the Series B Debentures; or
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(c) make any payment under any guarantee that ranks equally with or junior
to the Guarantee related to the Trust Preferred Securities.
Section 2.9 Notice of Defaults; Amount Payable upon Acceleration.
(a) The Trustee shall provide to the Holders of the Trust Preferred
Securities such notices as it shall from time to time provide under Section 6.01
of the Base Indenture. In addition, the Trustee shall provide to the Holders of
the Trust Preferred Securities notice of any Event of Default or event which,
with the giving of notice or lapse of time, or both, would become an Event of
Default with respect to the Series B Debentures within 30 days after such Event
of Default or other event becomes known to the Trustee.
(b) Upon declaration of acceleration of the Maturity of the Series B
Debentures pursuant to Section 6.01 of the Base Indenture, the Accreted
Principal Amount of and all accrued but unpaid interest on all Series B
Debentures shall become due and payable immediately.
Section 2.10 CUSIP Numbers.
The Company may from time to time obtain CUSIP numbers for the Series B
Debentures and, if so, the Trustee shall use CUSIP numbers in notices as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Series B Debentures or as contained in any notice and that reliance may
be placed only the other identification numbers printed on the Series B
Debentures, and no action shall be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee of any change in the
CUSIP numbers.
Section 2.11 Security Registrar and Paying Agent.
The Company initially appoints the Trustee as the Security Registrar and
Paying Agent for the Series B Debentures.
Section 2.12 Company Elections in Connection with Remarketing.
In connection with Remarketings, the Company shall have the right
hereunder to change certain terms of the Series B Debentures as provided below
in this Section 2.12. By not later than the 25th Business Day prior to each
Remarketing Date, the Company will specify the following information or
elections in a notice to the Remarketing Agent, the Property Trustee, the
Trustee and the Stock Purchase Contract Agent (paragraph (a) through (e)
applying only if the Remarketing is Successful and paragraph (f) applying only
if the related Remarketing is the Final Failed Remarketing):
(a) whether from and after the Remarketing Settlement Date the Series B
Debentures will pay interest in cash (it being understood and agreed that,
unless the Company affirmatively elects to cause the Series B Debentures to pay
interest in cash from and after the Remarketing Settlement Date, interest will
not be paid in cash but, instead, will accrete as provided in the Series B
Debentures);
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(b) whether the Stated Maturity of the Series B Debentures will remain at
February 15, 2040 or will be changed to an earlier date (specifying such date if
applicable); provided, however, that the Stated Maturity of the Series B
Debentures may not be changed to a date earlier than the second anniversary of
the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a
Deferral Period, the fifth anniversary of the first day of such Deferral Period;
(c) whether the Series B Debentures will be redeemable at the Company's
option on a day prior to the Stated Maturity of the Series B Debentures and, if
so, the date on and after which the Series B Debentures may be so redeemed;
provided, however, that an early redemption date may not be a date earlier than
the second anniversary of the Stock Purchase Date or, if the Remarketing
Settlement Date occurs during a Deferral Period, the fifth anniversary of the
first day of such Deferral Period;
(d) whether the Company elects, in connection with the Remarketing, to add
any additional financial covenants to the Indenture, including the form of
supplemental indenture proposed to be entered into in order to give effect to
any such additional financial covenants;
(e) whether in connection with such Remarketing the Company is exercising
its right under Section 6.2 of this Second Supplemental Indenture to cause the
subordination provisions in the Indenture applicable to the Series B Debentures
to no longer be of force and effect from and after the then current Remarketing
Settlement Date; and if so, whether it also elects that the Series B Debentures
shall no longer be subject to the interest deferral provisions of Section 4.01
of the Base Indenture; and
(f) if the related Remarketing is the Final Failed Remarketing:
(i) whether the Stated Maturity of the Series B Debentures will remain at
February 15, 2040 or will be changed to an earlier date (specifying such date if
applicable); and
(ii) whether the Series B Debentures will be redeemable at the Company's
option on a date prior to the Stated Maturity of the Series B Debentures and, if
so, the date on and after which the Series B Debentures may be so redeemed;
provided, however, any changed Stated Maturity of the Series B Debentures
determined pursuant to clause (i) or early redemption date determined pursuant
to clause (ii) may not be a date earlier than the second anniversary of the
Stock Purchase Date or, if February 15, 2009 occurs during a Deferral Period,
the fifth anniversary of the first day of such Deferral Period.
Prior to an Early Termination Event, any such elections made by the
Company as Sponsor pursuant to the Trust Agreement shall, upon successful
completion of a Remarketing, automatically apply and come into effect in respect
of the Series B Debentures. In the event of an Early Termination Event, the
provisions of Article X of the Trust Agreement shall be deemed thereafter to
apply, mutatis mutandis, to any Remarketing of the Series B Debentures, and the
Company and the Trustee shall promptly enter into a supplemental indenture, in
form reasonably satisfactory to the Trustee, making provision for remarketing
and reset mechanics, including notices in respect thereof, on the basis set
forth in such Article X.
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ARTICLE III
EXPENSES
Section 3.1 Expenses.
In connection with the offering, sale and issuance of the Series B
Debentures to the Property Trustee and in connection with the sale of the Trust
Preferred Securities by the Trust, the Company, in its capacity as borrower with
respect to the Series B Debentures, shall:
(a) pay all costs and expenses relating to the offering, sale and issuance
of the Series B Debentures, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and compensation, fees and expenses
(including reasonable counsel fees and expenses) of the Trustee under the
Indenture in accordance with the provisions of the Indenture; and
(b) be responsible for and shall pay all debts and obligations and all
costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization, maintenance and dissolution of the
Trust), the offering, sale and issuance of the Trust Preferred Securities
(including commissions to the underwriters in connection therewith), the fees
and expenses (including reasonable counsel fees and expenses) of the Property
Trustee, the Delaware Trustee and the Administrative Trustees, the costs and
expenses relating to the operation of the Trust, including, without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or accounting
equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel
and telephone and other telecommunications expenses and costs and expenses
incurred in connection with the acquisition, financing, and disposition of Trust
assets and the enforcement by the Property Trustee of the rights of the Holders
of the Series B Debentures.
The Company's obligations under this Section 3.1 shall be for the benefit
of, and shall be enforceable by, any person to whom such debts, obligations and
costs are owed (a "Creditor") whether or not such Creditor has received notice
hereof. Any such Creditor may enforce the Company's obligations under this
Section 3.1 directly against the Company and the Company irrevocably waives any
right or remedy to require that any such Creditor take any action against the
Trust or any other Person before proceeding against the Company. The Company
agrees to execute such additional agreements as may be necessary or desirable in
order to give full effect to the provisions of this Section 3.1.
ARTICLE IV
FORM OF SERIES B DEBENTURES
Section 4.1 Form of Series B Debentures.
The Series B Debentures and the Trustee's Certificate of Authentication to
be endorsed thereon are to be substantially in the following forms:
11
[IF THE SERIES B DEBENTURE IS TO BE A GLOBAL SERIES B DEBENTURE,
INSERT - This Series B Debenture is a Global Series B Debenture within the
meaning of the Indenture (as defined on the reverse hereof) and is
registered in the name of the Depositary or a nominee of the Depositary.
This Series B Debenture is exchangeable for Series B Debentures registered
in the name of a person other than the Depositary or its nominee only in
the limited circumstances described in the Indenture, and no transfer of
this Series B Debenture (other than a transfer of this Series B Debenture
as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Series B Debenture is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any Series B Debenture issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is
made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede
& Co., has an interest herein.]
12
THE SERIES B DEBENTURES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR SAVINGS ASSOCIATION. THE SERIES B DEBENTURES ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY OR INSURER.
13
No. ____________________ Original Principal Amount: $____
Issue Date: June 21, 2005 CUSIP No.: _____________________
ISIN: __________________________
METLIFE, INC.
4.91% JUNIOR SUBORDINATED DEBT SECURITIES, SERIES B, DUE 2040
METLIFE, INC., a Delaware corporation (the "Company", which term includes
any successor corporation under the Indenture (as defined on the reverse
hereof)) for value received, hereby promises to pay to J.P. Morgan Trust
Company, National Association, AS PROPERTY TRUSTEE, the Accreted Principal
Amount (as defined in the Indenture) on February 15, 2040 or such earlier date
as may be specified by the Company following a Remarketing (as defined in the
Indenture) (such date is hereinafter referred to as the "Stated Maturity Date").
This Series B Debenture shall bear interest and Accreted Interest (as defined in
the Indenture) as specified on the reverse hereof and in the Indenture.
This Series B Debenture shall not be entitled to any benefit under the
Indenture, be valid or become obligatory for any purpose, until the Certificate
of Authentication hereon shall have been executed by the Trustee.
The provisions of this Series B Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
Dated:
METLIFE, INC.
By:_________________________________
Name:
Title:
Attest
By: ________________________
Name:
Title:
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CERTIFICATE OF AUTHENTICATION
This is one of the Series B Debentures referred to in the Indenture.
Dated:
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By: ________________________________
Authorized Signatory
15
(FORM OF REVERSE OF SERIES B DEBENTURE)
This Series B Debenture is one of a duly authorized series (the "Series B
Debentures") of the Securities (as defined in the Base Indenture) of the
Company, issued under and pursuant to a Indenture, dated as of June 21, 2005
(the "Base Indenture"), between the Company and J.P. Morgan Trust Company,
National Association (the "Trustee"), as amended and supplemented by the Second
Supplemental Indenture, dated as of June 21, 2005 between the Company and the
Trustee (the "Second Supplemental Indenture", and together with the Base
Indenture, the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Series B Debentures. By the terms of the
Indenture, the Securities are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the Base
Indenture.
This Series B Debenture will bear interest from June 21, 2005 or from the
most recent date to which interest has been paid or duly provided for, at the
rate per annum equal to 4.91%, subject to reset as set forth below; in addition,
each installment of interest that would otherwise have been due and payable
during any Deferral Period shall bear Additional Interest to the extent
permitted by applicable law, which shall accrue at the rate per annum at which
interest accrues in respect of the principal of the Series B Debentures,
compounded quarterly prior to the Stock Purchase Date, and semi-annually
thereafter, from the applicable Interest Payment Date. Subject to the Company's
right to defer interest payments as provided in the Indenture, such interest
shall be payable, (1) prior to the Stock Purchase Date, quarterly in arrears on
February 15, May 15, August 15 and November 15 of each year (each, an "Interest
Payment Date"), commencing August 15, 2005, and (2) after the Stock Purchase
Date, if the Series B Debentures continue to bear cash interest, semi-annually
in arrears on the Interest Payment Dates following six months and twelve months
after the Stock Purchase Date and thereafter on the respective anniversaries
thereof. Interest on this Series B Debenture shall be calculated on the basis of
a 360-day year composed of twelve 30-day months. Interest payable on this Series
B Debenture on any Interest Payment Date will include interest for the
immediately preceding Interest Period. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Series B Debenture (or one
or more Predecessor Series B Debenture) is registered at the close of business
on the regular record date for such interest payment, which shall be the first
day of the month in which such interest payment is due. Any interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant regular record date by virtue of having been such Holder, and
may be paid to the Person in whose name this Series B Debenture (or one or More
Predecessor Series B Debenture) is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by
the Company, notice whereof shall be given to the Holders of Series B Debenture
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Series B Debentures may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture.
From and after the Stock Purchase Date, the Company will no longer be
required to pay cash interest unless the Company elects prior to the Remarketing
that following the Remarketing
16
the Series B Debentures will bear cash interest pursuant to the Indenture. From
and after the Stock Purchase Date, the Original Principal Amount of this Series
B Debenture shall accrete daily at the Applicable Yield for each Interest
Period, which shall be 0% during any period for which the Company has elected
pursuant to the Indenture that the Series B Debentures will bear cash interest.
If the Accreted Principal Amount hereof or any portion of such Accreted
Principal Amount is not paid when due (whether upon acceleration, upon the date
set for payment of the Redemption Price or upon the Stated Maturity of this
Series B Debenture) or if interest due hereon (or any portion of such interest),
is not paid when due, then in each such case the overdue amount shall, to the
extent permitted by law, bear interest at the rate then borne by this Series B
Debenture or, if any overdue amount exists on or after the Repurchase Settlement
Date, at the Applicable Yield or Reset Yield or Reset Rate, if any, of this
Series B Debenture for the applicable Interest Period, compounded at the end of
such Interest Period, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
as set forth in the Indenture.
Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the Redemption Price and at the Stated Maturity of
the Series B Debentures to Holders who surrender Series B Debentures to a Paying
Agent to collect such payments in respect of the Series B Debentures; provided
that if any Redemption Date is an Interest Payment Date, accrued and unpaid
interest shall be paid to the Holder of record as of the applicable regular
record date. The Company will pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make such cash payments by check payable in such
money; provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest on all Global Series
B Debentures. If any Interest Payment Date (other than an Interest Payment Date
coinciding with the Stated Maturity or earlier Redemption Date) falls on a day
that is not a Business Day, such Interest Payment Date will be postponed to the
next succeeding Business Day and no interest on such payment will accrue for the
period from and after the Interest Payment Date to such next succeeding Business
Day, but if that Business Day is in the next succeeding calendar year, then that
payment shall be made on the immediately preceding Business Day, with the same
force and effect as if made on that date. If the Stated Maturity or Redemption
Date of this Series B Debenture would fall on a day that is not a Business Day,
the required payment of interest, if any, and principal will be made on the next
succeeding Business Day and no interest on such payment will accrue and no
principal will accrete for the period from and after the Stated Maturity or
Redemption Date to such next succeeding Business Day.
No sinking fund is provided for the Series B Debentures. Prior to the
Remarketing Settlement Date, the Series B Debentures shall not be redeemable at
the option of the Company. If the Company so specifies in connection with the
Remarketing, the Series B Debentures shall be redeemable on and after the date
so specified by the Company for cash as a whole, or from time to time in part,
at the option of the Company at a Redemption Price equal to 100% of the Accreted
Principal Amount of the Series B Debentures, plus accrued and unpaid interest
to, but excluding, the Redemption Date.
17
If the Company redeems less than all of the outstanding Series B
Debentures, the Trustee will select the Series B Debentures to be redeemed (i)
by lot; (ii) pro rata; or (iii) by another method the Trustee considers fair and
appropriate. The Company may not redeem less than all of the outstanding Series
B Debentures if the Accreted Principal Amount has been accelerated and such
acceleration has not been rescinded.
Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Series B Debentures to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of all Series B Debentures (or portions thereof) to be redeemed
on the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, immediately after such Redemption Date interest shall cease to
accrue and principal will cease to accrete on such Series B Debentures or
portions thereof. Series B Debentures in denominations larger than $1,000
Original Principal Amount may be redeemed in part but only in integral multiples
of $1,000.
If a Remarketing occurs, then the Series B Debentures shall be remarketed
and the Reset Yield or Reset Rate, as the case may be, shall be established as
set forth in the Indenture.
If there has not been a Successful Remarketing prior to February 15, 2009,
each Holder of Series B Debentures will have the right to require the Company to
purchase all or a portion of its Series B Debentures on such date, as set forth
in the Indenture. The Company shall purchase such Series B Debentures at a
Repayment Price consisting of cash in an amount equal to 100% of the Accreted
Principal Amount thereof as of such date, plus a note of the Company, bearing
interest at the rate of 4.91% per annum, in the amount of the accrued and unpaid
interest (including Additional Interest), if any, to, but excluding such date
and payable on August 15, 2010 or, if February 15, 2009 is during a Deferral
Period, the fifth anniversary of the first day of such Deferral Period.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the Accreted Principal Amount of all of the Series B
Debentures may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Series B Debentures at the time Outstanding (as defined
in the Indenture) to execute supplemental indentures for the purpose of, among
other things, adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Series B Debentures;
provided, however, that, among other things, no such supplemental indenture
shall (i) reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon without the consent of the Holder of each
Series B Debenture so affected, or (ii) reduce the aforesaid percentage of
Series B Debentures, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of each Series B
Debenture then Outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Series B Debentures at the time Outstanding affected thereby, on behalf of
all of the Holders of the Series B Debentures, to waive a default or
18
Event of Default with respect to the Series B Debentures, and its consequences,
except a default or Event of Default in the payment of the principal of or
interest on any of the Series B Debentures or a default in respect of a
provision that under Article IX of the Base Indenture cannot be amended without
the consent of each holder affected thereby. Any such consent or waiver by the
registered Holder of this Series B Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Series B Debenture and of any Series B Debenture
issued in exchange for or in place hereof (whether by registration of transfer
or otherwise) irrespective of whether or not any notation of such consent or
waiver is made upon this Series B Debenture.
No reference herein to the Indenture and no provision of this Series B
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Series B Debenture at the time and place and at the rate and in
the money herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Series B Debenture is transferable by the registered Holder
hereof on the Security Register of the Company, upon surrender of this Series B
Debenture for registration of transfer at the office or agency of the Trustee in
The City of New York and State of New York accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company or the Trustee
duly executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Series B Debentures of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax, assessment or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Series B
Debenture, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Series B Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Series B Debenture, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer, lease or convey all or substantially all of its properties and
assets. All such covenants and limitations are subject to a
19
number of important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in the Indenture.
The Series B Debentures are issuable only in registered form without
coupons, in denominations of $1,000 Original Principal Amount and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Series B Debentures so issued are exchangeable
for a like aggregate principal amount of Series B Debentures of a different
authorized denomination, as requested by the Holder surrendering the same.
All terms used in this Series B Debenture that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
This Series B Debenture shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its principles of
conflicts of laws.
20
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Series B
Debenture to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)
agent to transfer this Series B Debenture on the books of the Security
Registrar. The agent may substitute another to act for him or her.
Dated: Signature:
Signature Guarantee:
(Sign exactly as your name appears on the other side of this Series B
Debenture)
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
21
ARTICLE V
ORIGINAL ISSUE OF SERIES B DEBENTURES
Section 5.1 Original Issue of Series B Debentures.
Series B Debentures in the aggregate principal amount of $1,067,010,000
may, upon execution of this Second Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Series B Debentures in accordance with a
Company Order. The Issue Date of the Series B Debentures shall be deemed to be
June 21, 2005.
ARTICLE VI
EVENTS OF DEFAULT, WAIVER AND NOTICE
Section 6.1 Event of Default
(a) An "Event of Default," when used in the Indenture with respect to the
Series B Debentures, means any one or more of the following events that shall
have occurred and be continuing:
(i) the Company defaults in the payment of any installment of interest
(including Additional Interest) upon the Series B Debentures, as and when the
same shall become due and payable, and continuance of such default for a period
of 20 consecutive quarters; provided, however, that during any Deferral Period
for the Series B Debentures, failure to pay interest on the Series B Debentures
shall not constitute a default in the payment of interest for this purpose;
(ii) the Company defaults in the payment of the principal of the Series B
Debentures as and when the same shall become due and payable whether at
maturity, upon redemption, because of acceleration or otherwise, or in any
payment required by any sinking or analogous fund establishment with respect to
the Series B Debentures; or
(iii) the entry by a court of competent jurisdiction of:
(A) a decree or order for relief in respect of the Company in an
involuntary proceeding under any applicable Bankruptcy Law and such decree
or order shall remain unstayed and in effect for a period of 60
consecutive days;
(B) a decree or order adjudging the Company to be insolvent, or
approving a petition seeking reorganization, arrangement, adjustment or
composition of the Company and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days; or
(C) a final and non-appealable order appointing a Custodian (as
defined in the Base Indenture) of the Company or MetLife Bank, National
Association ("MetLife Bank") or of any substantial part of the property of
the Company or MetLife Bank, or ordering the winding up or liquidation of
the affairs of the Company or of MetLife Bank;
22
(iv) the Company pursuant to or within the meaning of any Bankruptcy Law;
(A) commences a voluntary case or proceeding; (B) consents to the entry of an
order for relief against it in an involuntary case or proceeding; (C) files a
petition or answer or consent seeking reorganization or relief or consents to
such filing or to the appointment of or taking possession by a Custodian of it
or for all or substantially all of its property, and such Custodian is not
discharged within 60 days; (D) makes a general assignment for the benefit of its
creditors; or (E) admits in writing its inability to pay its debts generally as
they become due.
(b) If an Event of Default (other than an Event of Default specified in
Sections 6.1(a)(iii) and 6.1(a)(iv) hereof) with respect to the Series B
Debentures at the time Outstanding occurs and is continuing, either the Trustee
or the Holders of no less than 25% in aggregate principal amount of the Series B
Debentures then Outstanding, by notice in writing to the Company (and to the
Trustee if by such Holders), may declare the Accreted Principal Amount of and
all accrued but unpaid interest on all the Series B Debentures to be due and
payable immediately, and upon such declaration the same shall become and shall
be immediately due and payable.
(c) At any time after the principal of the Series B Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Holders of a majority in aggregate principal amount of the Series
B Debentures then Outstanding hereunder, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if: (i)
the Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Series B Debentures and the
principal of, and premium, if any, on any and all Series B Debentures that shall
have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at
4.91% per annum and the amount payable to the Trustee under Section 7.06 of the
Base Indenture, and (ii) any and all Events of Default under the Indenture,
other than the nonpayment of Accreted Principal Amount on the Series B
Debentures that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.08 of the Base Indenture.
No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.
(d) The Company shall, within 120 days of the end of each fiscal year of
the Company ending after the date hereof, furnish to the Trustee an Officers'
Certificate stating, to the knowledge of the certifying Officer, as to whether
any Event of Default as defined in the Indenture has occurred and is continuing.
(e) If the Series B Debentures are held by the Trust or a trustee of the
Trust, notwithstanding Section 6.04 of the Base Indenture or any other provision
in this Indenture, any registered Holder of the Trust Preferred Securities shall
have the right, upon the occurrence of an Event of Default described in Sections
6.1(a)(i) and 6.1(a)(ii) hereof, to institute a suit directly, or to cause the
Property Trustee to institute a suit against the Company for enforcement of
payment to such Holder of the interest, subject to Section 4.01 of the Base
Indenture, on the
23
Series B Debentures; and such right shall not be impaired without the consent of
such Holder, subject, however, to the provisions of Article XV of the Base
Indenture and Article VII of this Second Supplemental Indenture.
ARTICLE VII
SUBORDINATION
Section 7.1 Subordination.
The subordination provisions contained in Article XV of the Base Indenture
shall apply to the Series B Debentures. For purposes of the Series B Debentures
and application of Article XV of the Base Indenture to the Series B Debentures,
"Senior Indebtedness" means any obligation of the Company to its creditors,
whether outstanding at the date of the execution of this Supplemental Indenture
or subsequently incurred, including the items enumerated in clauses(i)-(vii) of
the definition of "Senior Indebtedness" in Section 1.01 of the Base Indenture,
other than any obligation as to which, in the instrument creating or evidencing
the obligation or pursuant to which the obligation is outstanding, it is
provided that such obligation is not senior in right of payment to the Series B
Debentures, but does not include trade accounts payable or any junior
subordinated debt securities underlying Tier 1 eligible trust preferred
securities issued in the future or other deeply subordinated capital instruments
that the Federal Reserve Board may authorize in the future for inclusion as Tier
1 capital. The Series B Debentures shall rank equal with, and shall not be
senior in right of payment to, the Company's 4.91% Junior Subordinated
Securities, Series B, due 2040 to be issued pursuant to the Base Indenture as
supplemented by the Second Supplemental Indenture thereto, to be dated the date
hereof, and the Preferred Securities Guarantee Agreements to be dated the date
hereof.
Section 7.2 Company Election to End Subordination.
The Company may elect, at any time effective on or after the Stock
Purchase Date, including in connection with a Remarketing, that its obligations
under the Series B Debentures shall be senior obligations instead of
subordinated obligations, in which case the provisions this Article VII and, if
the Company so elects, Section 4.01 of the Base Indenture, shall thereafter no
longer apply to the Series B Debentures. The Company shall give the Trustee
notice of any such election not later than the effective time, and shall
promptly issue a press release through Bloomberg Business News or other
reasonable means of distribution.
Section 7.3 Compliance with Federal Reserve Board Rules.
The Company shall not incur any additional indebtedness for borrowed money
that ranks pari passu with or junior to the Series B Debentures (if then subject
to this Article VII), except in compliance with applicable regulation and
guidelines of the Federal Reserve Board.
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ARTICLE VIII
MISCELLANEOUS
Section 8.1 Effectiveness.
This Second Supplemental Indenture will become effective upon its
execution and delivery.
Section 8.2 Further Assurances.
The Company will, at its own cost and expense, execute and deliver any
documents or agreements, and take any other actions, which the Trustee or its
counsel may from time to time request in order to assure the Trustee of the
benefits of the rights granted to the Trustee under the Indenture.
Section 8.3 Effect of Recitals.
The recitals in this Second Supplemental Indenture are made by the Company
and not by the Trustee, and the Trustee shall not be responsible for the
validity or sufficiency hereof.
Section 8.4 Ratification of Base Indenture.
The Base Indenture as supplemented by this Second Supplemental Indenture,
is in all respects ratified and confirmed, and the Base Indenture and this
Second Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
Section 8.5 Governing Law.
THE INDENTURE AND EACH SERIES B DEBENTURE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
Section 8.6 Counterparts.
This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such separate counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.
METLIFE, INC.
By: /s/ Anthony J. Williamson
--------------------------------
Name:
Title:
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ Paul J. Schmalzel
--------------------------------
Name: Paul J. Schmalzel
Title: Authorized Signatory
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