1
EXHIBIT 5
COMMERCIAL PAPER DEALER AGREEMENT ("Agreement"), dated as of November 24,
1999, between METLIFE FUNDING, INC. ("Issuer"), a Delaware corporation, and
DEUTSCHE BANK SECURITIES INC. ("Dealer"), a Delaware corporation.
Issuer intends to issue short-term notes pursuant to Section 3(a)(3) of the
Securities Act of 1933, as amended, and to enter into this Agreement with Dealer
in order to provide for the offer and sale of such notes in the manner described
below. Dealer wishes to sell such notes on behalf of Issuer.
The parties hereto, in consideration of the premises and the mutual
covenants herein contained, agree as follows:
1. Definitions.
"Business Day" shall mean any day other than a Saturday or Sunday or a day
when banks are authorized or required by law to close in New York City.
"Dealer Information" shall mean all information as to Dealer included by
Dealer in the Offering Memorandum, as confirmed by Dealer to Issuer in
writing.
"DTC" shall mean The Depository Trust Company.
"Issuing and Paying Agent" shall mean The Chase Manhattan Bank (as
successor to Manufacturers Hanover Trust Company), the issuing and paying
agent pursuant to the Issuing and Paying Agency Agreement, or any successor
thereto.
"Issuing and Paying Agency Agreement" shall mean the issuing and paying
agency agreement, dated December 11, 1984, as amended by a letter, dated
October 26, 1990, between Issuer and the Issuing and Paying Agent, as the
same may from time to time be further amended.
"Metropolitan" shall mean Metropolitan Life Insurance Company, a life
insurance company organized and existing under the laws of the State of New
York, which is the indirect owner of all the issued and outstanding stock
of Issuer.
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
"Notes" shall mean short-term promissory notes of Issuer, substantially in
the form of Annex A to the Issuing and Paying Agency Agreement in the case
of certificated Notes, and represented by master notes, substantially in
the form of Annex B to the Issuing and Paying Agency Agreement in the case
of book-entry Notes, issued by Issuer from time to time pursuant to the
Issuing and Paying Agency Agreement.
2
"Offering Materials" shall mean the Offering Memorandum, any company
information and any other offering materials concerning Issuer, its
affiliates or the Notes contemplated by Section 6, as such offering
materials may be amended or supplemented from time to time with the prior
written consent of Issuer.
"Offering Memorandum" shall mean the Offering Memorandum with respect to
the offer and sale of the Notes (including materials referred to therein or
incorporated by reference therein), prepared in accordance with Section 6
and provided to purchasers or prospective purchasers of the Notes, and
including all amendments and supplements thereto which may be prepared from
time to time in accordance with this Agreement.
"Person" shall mean an individual, a corporation, a partnership, a limited
liability company, a trust, an association or any other business entity.
"SEC" shall mean the United States Securities and Exchange Commission or
any successor thereto.
"Support Agreement" shall mean the Support Agreement, dated as of November
30, 1984, as amended and restated as of that date on July 2, 1985, between
Metropolitan and Issuer.
2. Issuance and Placement of Notes.
(a) Issuer hereby appoints Dealer to act as Issuer's dealer in
connection with the sale of the Notes in accordance with the terms hereof,
and Dealer hereby accepts such appointment. While (i) Issuer has and shall
have no obligation to permit Dealer to purchase any Notes for its own
account or to arrange for the sale of any Notes and (ii) Dealer has and
shall have no obligation to purchase any Notes for Dealer's own account or
to arrange for the sale of any Notes, the parties agree that, as to any and
all Notes which Dealer may purchase or the sale of which Dealer may
arrange, such Notes will be purchased or sold by Dealer in reliance on,
among other Things, the agreements, representations, warranties and
covenants of Issuer contained herein on the terms and conditions and in the
manner provided for herein.
(b) If Issuer and Dealer shall agree on the terms of the purchase of
any Note by Dealer or the sale of any Note arranged by Dealer (including,
but not limited to, agreement with respect to the date of issue, purchase
price, principal amount, maturity and interest rate (in the case of
interest-bearing Notes) or discount rate thereof (in the case of Notes
issued on a discount basis), and appropriate compensation for Dealer's
services hereunder) pursuant to this Agreement, Dealer shall confirm the
terms of each such agreement promptly to Issuer pursuant to Dealer's
written confirmation statement, Issuer shall cause such Note to be issued
and delivered in accordance with the terms of the Issuing and Paying Agency
Agreement, and payment for such Note shall be made in accordance with such
Agreement. The authentication and delivery of such Note by the Issuing and
Paying Agent shall constitute the issuance of such Note by Issuer. Issuer
shall
-2-
3
deliver Notes signed by Issuer to the Issuing and Paying Agent, and
instructions shall be delivered to the Issuing and Paying Agent to
complete, authenticate and deliver such Notes in the manner prescribed in
the Issuing and Paying Agency Agreement. Dealer shall be entitled to
compensation at such rates and paid in such manner as shall be indicated in
Dealer's written confirmation statement or as Issuer and Dealer shall
otherwise agree from time to time in connection with the transactions
contemplated hereby.
(c) The Notes may be issued either in physical bearer form or in
book entry form. Notes in book-entry form shall be represented by master
notes registered in the name of a nominee of DTC and recorded in the
book-entry system maintained by DTC. References to "Notes" in this
Agreement shall refer to both physical and book-enty Notes unless the
context otherwise requires. The Notes may be issued either at a discount or
as interest-bearing obligations with interest payable at maturity in a
stated amount.
(d) Each Note purchased by, or the sale of which is arranged
through. Dealer hereunder shall (i) have a face amount of $100,000, or an
integral multiple of $1,000 in excess thereof, (ii) have a maturity which
is a Business Day not later than the 270th day next succeeding such Note's
date of issuance, and (iii) not contain any provision for extension,
renewal or automatic "rollover".
3. Representations and Warranties of the Issuer.
(a) Issuer represents and warrants as follows:
(i) Issuer is a duly organized and validly existing corporation in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to own its property, to carry on its business
as presently being conducted, to execute and deliver this Agreement, the
Issuing and Paying Agency Agreement, and the Notes, and to perform and
observe the conditions hereof and thereof.
(ii) Each of this Agreement and the Issuing and Paying Agency
Agreement has been duly and validly authorized, executed and delivered by
Issuer and constitutes the legal, valid and binding agreement of Issuer.
The issuance and sale of Notes by Issuer hereunder have been duly and
validly authorized by Issuer and, when delivered by the Issuing and Paying
Agent as provided in the Issuing and Paying Agreement, each Note will be
the legal, valid and binding obligation of Issuer.
(iii) The Notes are exempt from the registration requirements of the
1933 Act by reason of Section 3(a)(3) thereof. Accordingly, registration of
the Notes under the 1933 Act will not be required. Qualification of an
indenture with respect to the Notes under the Trust Indenture Act of 1939,
as amended, will not be required in connection with the offer, issuance,
sale or delivery of the Notes.
-3-
4
(iv) Issuer is neither an "investment company" nor a "company
controlled by an investment company" within the meaning of the Investment
Company Act of 1940, as amended.
(v) No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority is required to
authorize, or is otherwise required in connection with, the execution,
delivery or performance of this Agreement, the Issuing and Paying Agency
Agreement or the Notes.
(vi) Neither the execution and delivery by Issuer of any of this
Agreement, the Issuing and Paying Agency Agreement and the Notes, nor the
fulfillment of or compliance with the terms and provisions hereof or
thereof by Issuer, will (x) result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of
the properties or assets of Issuer or (y) violate any of the terms of
Issuer's Certificate of Incorporation or By-Laws, any contract or
instrument to which Issuer is a party or by which it or its property is
bound, or any law or regulation, or any order, writ, injunction or decree
or any court of governmental instrumentality, to which Issuer is subject or
by which it or its property is bound.
(vii) There are no actions, suits, proceedings, claims or
governmental investigations pending or threatened against Issuer or any of
its officers or directors or any persons who control Issuer (within the
meaning of Regulation S-X, 17 C.F.R. Part 210) or to which any property of
Issuer is subject, which would be reasonably likely to result in a material
and adverse change in the condition (financial or otherwise) of Issuer, or
materially prevent or interfere with, or materially and adversely affect
Issuer's execution, delivery or performance of this Agreement, the Issuing
and Paying Agency Agreement or the Notes.
(viii) The Support Agreement remains in full force and effect, has
not been amended since July 2, 1985, and is the legal, valid and binding
obligation of Metropolitan.
(ix) The initial Offering Materials do not, and any amendments or
supplements thereto and any subsequent Offering Materials and any
amendments or supplements thereto will not, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they
are made, not misleading.
(b) Each issuance of Notes by Issuer shall be deemed a
representation and warranty by Issuer to Dealer, as of the date thereof,
that, both before and after giving effect to such issuance, (i) the
representations and warranties of Issuer set forth in Section 3(a) remain
true and correct on and as of such date as if made on and as of such date
(except to the extent such representations and warranties expressly relate
solely to an earlier date); (ii) the corporate resolutions and certificate
of incumbency referred to in Section 5 remain accurate and in full force
and effect; (iii) since the date of the most
-4-
5
recent Offering Materials, there has been no material adverse change in the
financial condition or operations of Issuer or of Metropolitan which has
not been disclosed to Dealer in writing; and (iv) Issuer is not in default
of any of its obligations hereunder, under the Issuing and Paying Agency
Agreement or under any Note.
4. Covenants and Agreements of Issuer.
(a) Issuer will give to Dealer, at least 30 days prior to the
proposed effective date thereof, notice of any proposed amendment,
supplement, waiver or consent under the Issuing and Paying Agency
Agreement or the Support Agreement Issuer shall provide to Dealer, promptly
after the same is executed, a copy of any amendment, supplement or written
waiver or consent covered by the notice requirements of this Section 4(a).
Issuer shall furnish prior written notice to Dealer, as soon as possible
and in any event at least 30 days prior to the effective date thereof of
any proposed resignation, termination or replacement of the Issuing and
Paying Agent.
(b) Issuer will, whenever there shall occur any change in Issuer's or
Metropolitan's financial condition or any development or occurrence in
relation to Issuer or Metropolitan that would, in either case, be material
to the holders of Notes or potential holders of Notes, promptly, and in any
event prior to any subsequent issuance of Notes, notify Dealer (by
telephone, confirmed in writing) of such change, development or occurrence.
(c) Issuer will promptly furnish to Dealer a copy of any notice,
report or other information, relating to the Notes delivered to or from
rating agencies then rating the Notes.
(d) Issuer will use the proceeds from the sale of Notes for "current
transactions" within the meaning of Section 3(a)(3) of the 1933 Act.
(e) Issuer will promptly, from time to time, take such action as
Dealer may reasonably request to qualify the Notes for offering and sale
under the securities laws of such jurisdictions as Dealer may request and
Issuer may agree, and will comply with such laws so as to permit the
continuance of sales and resales therein for as long as may be necessary to
complete the transactions contemplated hereby, provided that in connection
therewith Issuer shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction,
other than consent to service of process under such jurisdictions'
securities laws. Issuer will reimburse Dealer for any reasonable fees or
costs incurred in so qualifying the Notes.
-5-
6
5. Conditions Precedent.
At or promptly after the execution of this Agreement, and as
conditions precedent to any obligations of Dealer hereunder, Issuer shall
furnish to Dealer, in form and substance reasonably satisfactory to Dealer:
(a) an original or photocopy of the executed Issuing and Paying
Agency Agreement,
(b) a certified copy of resolutions duly adopted by the Board of
Directors of Issuer authorizing and approving the transactions contemplated
hereby,
(c) a certificate of incumbency showing the officers of Issuer
authorized to execute Notes and to give instructions concerning the
issuance of Notes,
(d) an opinion of counsel to Issuer addressed to Dealer as to the
matters set forth in Sections 3(a) (i)-(viii) and as to such other matters
as Dealer shall reasonably request,
(e) true and correct copies of the letters or other public documents
assigning ratings and of all other correspondence to Issuer from the rating
agencies that have assigned a rating to the Notes,
(f) a copy of the Offering Materials, including the Offering
Memorandum, approved in writing by Issuer,
(g) in connection with issuance of Notes in book-entry form, a copy
of the master note(s) evidencing such Notes,
(h) a true and correct photocopy of the Support Agreement,
(i) an original executed letter ("Metropolitan Letter") from
Metropolitan and addressed to Dealer, substantially in the form attached as
Exhibit A, and
(j) an opinion of counsel to Metropolitan, addressed to Dealer, as to
the Metropolitan Letter.
6. Disclosure.
(a) in connection with the offer and sale of the Notes, Dealer will
prepare, from time to time, and submit to Issuer for its written approval,
an Offering Memorandum relating to the Notes, Issuer, Metropolitan and the
Support Agreement. From time to time, Issuer may submit additional
information to Dealer additional information (including, without limitation
the information described in the penultimate
-6-
7
sentence of this Section 6(a)) approved by Issuer for dissemination to
purchasers or potential purchasers of the Notes. Such information as
submitted shall become part of the Offering Materials. Dealer may
distribute the Offering Materials to Dealer's sales personnel and to
purchasers and prospective purchasers of the Notes. Issuer shall furnish to
Dealer, as they become available, (i) Metropolitan's Annual Statement filed
with state insurance departments, (ii) Metropolitan's most recent report on
Form 10-K filed with the SEC and each report on Form 10-Q or Form 8-K filed
by Metropolitan with the SEC since the most recent Form 10-K (such
requirement to become applicable when and if such filings are required of
Metropolitan), (iii) Issuer's and Metropolitan's most recent annual audited
financial statements and each interim financial statement or report (if
any) prepared subsequent thereto, if not included in Section 6(a) (i) or
(ii), (iv) Issuer's and Metropolitan's other publicly available filings or
reports provided to their respective shareholders or any national
securities exchange and any information generally supplied in writing to
securities analysts, and (v) any other information or document prepared or
approved by Issuer for dissemination to purchasers or potential purchasers
of the Notes. In addition, Issuer shall provide Dealer with such other
information as Dealer may reasonably request for the purpose of its ongoing
credit review of Issuer and Metropolitan.
(b) Issuer recognizes that the accuracy and completeness of the
Offering Materials are dependent upon the accuracy and completeness of the
information obtained by Dealer and, subject to Sections 6(c) and 7, Dealer
shall not be responsible for any inaccuracy in any Offering Materials.
(c) Prior to the distribution of any Offering Materials, Dealer will
provide Issuer with a copy thereof for Issuer's approval. Issuer shall
promptly notify Dealer in writing of Issuer's approval or disapproval of
any Offering Materials submitted to Issuer for review. If Issuer has not
indicated its written approval, and has not indicated in writing the
reasons why such approval cannot be given, by the 14th calendar day after
the Offering Materials are delivered to Issuer, the Offering Materials
shall be deemed approved by Issuer on such 14th day. Any such approval by
Issuer shall be deemed to be a representation by Issuer that the Offering
Materials (other than the Dealer Information) so approved do not contain an
untrue statement of a material fact and do not omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.
(d) Issuer represents and warrants to Dealer that the financial
statements of Issuer and Metropolitan to be delivered to Dealer in
accordance with this Section 6 are or will be in accordance with generally
accepted accounting principles and practices in effect in the United States
on the date such statements were or will be prepared and fairly do or will
present the financial condition and operations of Issuer at the respective
dates of such financial statements and the results of Issuer's or
Metropolitan's (as the case may be) operations for the related periods then
ended.
-7-
8
(e) Issuer shall notify Dealer promptly after Issuer has knowledge of
(i) any event that would render any material fact contained in Issuer's or
Metropolitan's most recent financial statements, as submitted to Dealer,
untrue or misleading in any material respect, or (ii) any event relating to
or affecting Issuer or Metropolitan that would cause the Offering Materials
then in use to include an untrue statement of a material fact or to omit to
state a material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. In such event, Issuer shall supply Dealer promptly with such
information as will correct such untrue or misleading statement or
omission.
7. Indemnification.
(a) Issuer shall indemnify Dealer and its affiliates, their
respective directors, officers, employees, and agents, and each person who
controls Dealer or its affiliates (as defined in Regulation S-X, 17 C.F.R.
Part 210) and any successor thereto (Dealer and each such person being and
"Indemnified Person") from and against any and all losses, claims, damages
and liabilities, joint or several, to which such Indemnified Person may
become subject under any applicable federal or state law, or otherwise,
related to or arising out of (i) any untrue statement or alleged untrue
statement of a material fact contained in the Offering Materials, as
approved by Issuer and the Metropolitan, or in any information (whether
oral or written) or documents furnished or made available by Issuer to
offerees of the Notes or any of their representatives or the omission or
the alleged omission to state therein a material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, or (ii) the breach by Issuer of any agreement or
representation made in or pursuant to this Agreement. Issuer shall promptly
reimburse any Indemnified Person for all expenses (including, but not
limited to, fees, and disbursements external counsel), as they are
incurred, in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding
arising therefrom, whether or not such Indemnified Person is a party,
provided that in no event shall Issuer or Metropolitan be liable pursuant
to this Section 7 to any Indemnified Person with respect to an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Offering Materials if (i) Issuer or Metropolitan has, prior to a
sale of Notes as to which a claim for indemnification hereunder arises,
given Dealer in writing notice of and corrected information with respect to
such untrue statement or omission pursuant to Section 6(e), (ii) the person
asserting the loss, claim, damage or liability that gave rise to the claim
for indemnification hereunder (A) purchased Notes through Dealer, (B) was
sent or given by Dealer the uncorrected Offering Materials in question, and
(C) was not sent or given a copy of the Offering Materials as amended or
supplemented to reflect or include such corrected information prior to or
in connection with the confirmation of such person's purchase of the Notes
in question, and (iii) such loss, claim, damage or liability arose out of
or was related to such untrue statement or omission in the Offering
Materials that was corrected in the Offering Materials as so amended or
supplemented to reflect or include such corrected information.
-8-
9
(b) Promptly after receipt by an Indemnified Person pursuant to this
Section 7 of notice of any claim or the commencement of any action, the
Indemnified Person shall, if a claim in respect thereof is to be made against
Issuer pursuant to this Section 7, notify Issuer in writing of the claim or the
commencement of that action, provided that (i) the failure to notify Issuer
shall not relieve it from any liability that Issuer may have under this
Section 7 except up to the extent of any actual prejudice suffered by Issuer as
a result of such failure, and (ii) in no event shall the failure to notify
Issuer relieve it from any liability that Issuer may have to an Indemnified
Person otherwise than pursuant to this Section 7. If any such claim or action
shall be brought against an Indemnified Person, and it notifies Issuer thereof,
Issuer shall be entitled to participate therein and, to the extent that Issuer
wishes, to assume the defense thereof with counsel reasonably satisfactory to
the Indemnified Person. However, if the defendants as to any such claim include
both an Indemnified Person and Issuer, and an Indemnified Person notifies
Issuer in writing that the Indemnified Person has concluded that there may be
legal defenses available to such Indemnified Person that are not available to
Issuer. Issuer shall not have the right to direct the defense of such claim on
behalf of such Indemnified Person, and such Indemnified Person shall have the
right to select separate counsel to assert such legal defenses on behalf of
such Indemnified Person. After notice from Issuer to the Indemnified Person of
Issuer's election to assume the defense of such claim or action, Issuer shall
not be liable to the Indemnified Person pursuant to this Section 7 for any
legal or other expenses subsequently incurred by the Indemnified Person in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) the Indemnified Person shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the next preceding sentence (it being understood that Issuer shall not be
liable for the expenses of more than one separate counsel as to such defenses
(in addition to any local counsel in the jurisdiction in which such claim is
brought), (ii) Issuer shall not have employed counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person within a
reasonable time after notice of the existence of the claim in question, or
(iii) Issuer has authorized in writing the employment of counsel for the
Indemnified Person. Issuer shall not be liable for any settlement of any such
action effected without Issuer's written consent (which consent shall not be
unreasonably withheld) but, if settled with Issuer's written consent or if
there is a final judgment for the plaintiff in any such action, Issuer shall
indemnify and hold harmless any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Without Dealer's prior
written consent, Issuer will not settle, compromise or consent to the entry of
any judgment as to any claim subject to this Section 7 (whether or not any
Indemnified Person is an actual or potential party to such claim), unless (i)
such settlement, compromise or consent includes an unconditional release of
such Indemnified Person from all liability arising out of such claim, or (ii)
Issuer agrees with such Indemnified Person in writing that Issuer will pay all
losses, claims, damages, or liabilities arising out of such claim as so
settled, compromised or consented to and applicable to such Indemnified Person,
whether resolved pursuant to such settlement or arising out of claims not
resolved pursuant to such settlement.
-9-
10
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is for
any reason unavailable or insufficient to hold harmless an Indemnified Person,
except as otherwise provided in Sections 7(a) and (b), Issuer and Dealer shall
contribute to the aggregate costs of satisfying such liability (i) in such
proportion as is appropriate to reflect the relative benefits received by
Issuer, on the one hand, and Dealer, on the other hand, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of Issuer on the one
hand and Dealer on the other with respect the statements or omissions which
resulted in such loss, claim, damage or liability or action in respect thereof,
as well as any other equitable considerations. In no event shall Issuer be
required to contribute to any cost (including, but not limited to, any related
counsel fees, disbursements or other expenses) of satisfying any liability in
any way for statements or omissions included or not included in the Offering
Materials if Issuer would not have been liable therefor pursuant to the provisio
of the last sentence of Section 7(a), if the indemnification provided for in
Section 7(a) was both available and sufficient to hold harmless the Indemnified
Person in question, except as otherwise provided in Sections 7(a) and (b). The
relative benefits received by Issuer on the one hand and Dealer on the other
with respect to such offering shall be deemed to be in the same proportion as
the aggregate proceeds to Issuer of the Notes sold pursuant hereto (before
deducting expenses) bear to the aggregate commissions and fees earned by Dealer
hereunder. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Issuer on the one hand or Dealer on the other, the intent of the
parties, and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. Issuer and Dealer agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein.
(d) The amount paid or payable by an Indemnified Person as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to in
this Section 7 shall include, but shall not be limited to, any fees and
disbursements of external counsel reasonably incurred by an Indemnified Person
in connection with investigating or defending any such action or claim.
(e) The obligations of Issuer in this Section 7 are in addition to any
other liability that Issuer may otherwise have.
(f) The provisions of this Section 7 shall survive the termination of this
Agreement.
-10-
11
8. Choice of Forum.
Any suit, action or proceeding brought by Issuer against Dealer in
connection with or arising out of this Agreement, any agreement, instrument
or document entered into in connection with this Agreement, or the offer
and sale of the Notes shall be brought solely in the Federal courts
located in the Borough of Manhattan or the courts of the State of New York
located in the Borough of Manhattan.
9. Notices.
All notices required under the terms and provisions hereof shall be in
writing, delivered by hand, by mail (postage prepaid), or by telecopier or
telegram, and any such notice shall be effective when received at the
address specified below.
If to Issuer, to: If to Dealer, to:
MetLife Funding, Inc. DEUTSCHE BANK SECURITIES INC.
One Madison Avenue 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer Attention: Xxxxxx Xxxxxxx
Fax No.:(000)000-0000 Fax No.: (000)000-0000
or, if to any of the foregoing parties or their successors, at such other
address as such party or successor may designate from time to time by
notice duly given in accordance with the terms of this Section 9 to the
other party hereto.
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS
PROVISIONS.
11. Entire Agreement.
This agreement constitutes the entire agreement between the parties
hereto with respect to the matters covered hereby and supersedes all prior
agreements and understandings between the parties.
12. Amendment, Termination, Successors, Counterparts.
(a) The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by
written instrument signed by both parties hereto. Issuer or Dealer may
terminate this Agreement upon at least 60 days' written notice to the
other, provided that such termination shall not affect the obligations
of the parties hereunder with respect to Notes unpaid at the time of
such termination or with respect to actions or events occurring prior
to such termination.
-11-
12
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided that
neither of the parties to this Agreement may assign, either in whole or in
part, any of its rights or obligations under this Agreement without the prior
written consent of the other, and any such assignment without such consent
shall be null and void.
(c) This Agreement may be executed in several counterparts, each of which
shall be deemed an original hereof.
13. Captions.
The captions in this Agreement are for convenience of reference only, and
shall not define or limit any of the terms or provisions hereof.
14. Severability of Provisions.
Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity of such provisions in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written,
METLIFE FUNDING, INC.
By /s/ XXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice-President
DEUTSCHE BANK SECURITIES INC.
By /s/ XXXX X. XXXXXX
------------------
Name: Xxxx X. Xxxxxx
Title: Director
DEUTSCHE BANK SECURITIES INC.
By /s/ XXXXXX X. XXXXXX
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-12-
