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EXHIBIT 7
5/13/96
3(a)(3) COMMERCIAL PAPER AGREEMENT
This will confirm our arrangement whereby CS First Boston Corporation ("CS
First Boston") will act as dealer in sales of commercial paper of MetLife
Funding, Inc., a Delaware corporation (the "Company"). In that connection, CS
First Boston may purchase such commercial paper from the Company as principal.
It is understood that the commercial paper will have a maturity at the time
of issuance not to exceed nine months (exclusive of days of grace) and be
denominated in notes (either in separate physical form or in global form
("book-entry notes") held through the facilities of The Depository Trust Company
("DTC")) not less than $100,000 each. Book-entry Notes will be represented by
master notes registered in the name of a nominee of DTC and recorded in the
book-entry system maintained by DTC. CS First Boston understands that, in
connection with any issuance and sale of commercial paper by the Company, the
Company has obtained the prior advice of its counsel that all action required by
any regulatory body or bodies has been duly taken.
The Company has authorized the use of a Commercial Paper Memorandum
("Memorandum") prepared by CS First Boston on the basis of information furnished
by the Company. Such Memorandum may be used in connection with the sale of the
Company's commercial paper until the Company advises CS First Boston that an
updated or revised Memorandum in a form approved by the Company should be
substituted. The Company will promptly advise CS First Boston of any change in
its ratings, its financial condition or the results of its operations which may
make such updating or revision advisable, in which case the Company will
cooperate in preparing such updated or revised Memorandum. CS First Boston is
not authorized to and will not provide or distribute any other information
concerning the Company without the Company's approval.
Each acceptance by the Company of an offer to purchase commercial paper
notes pursuant to this Letter Agreement shall be deemed to constitute a
representation and warranty to CS First Boston that (a) such notes, when issued,
will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, and (b) the Notes will be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), by reason of Section 3(a)(3) thereof. The representations,
warranties and understandings set forth in this paragraph and in the second
paragraph of this Agreement shall survive any termination of this Agreement.
The Company has received an opinion of Debevoise & ▇▇▇▇▇▇▇▇ to the effect
that the commercial paper will be exempt from the registration requirements of
the Act by reason of Section 3(a)(3) thereunder.
The Company agrees to furnish promptly to CS First Boston (mailed directly
to the attention of ▇▇▇▇▇▇ ▇▇▇), copies of all publicly distributed documents
that CS First Boston may reasonably request.
The information described above shall be in addition to information
provided to other individuals at CS First Boston or its affiliates. The Company
also agrees to provide such other information as CS First Boston's Short-Term
Finance Department may reasonably request.
The Company will notify CS First Boston promptly, to the attention of its
Short-Term Finance Department, of any change in any of its debt ratings, any
change in the aggregate size of its commercial paper program and any other
development in its affairs or in the industry or industries in
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which it is engaged which has or may be expected to have a material impact on
the results of its operations, its financial condition or the marketability of
its commercial paper.
This Agreement shall be governed by and construed in accordance with the
law of the State of New York.
All communications and notices pursuant to this Agreement shall be in
writing or confirmed in writing and shall be addressed (i) if to the Company, to
MetLife Funding, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Treasurer, or at such other address as may from time to time be designated by
notice by the Company in writing; and (ii) if to CS First Boston, to CS First
Boston at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Short-Term
Finance Department, or at such other address as many from time to time be
designated by notice by CS First Boston in writing.
This Agreement may be terminated by the Company or by CS First Boston upon
one business day's written notice to the other party hereto; provided, however,
that any such termination shall not affect any provisions that this Agreement
provides shall survive any termination and such provisions shall continue in
effect following any such termination.
METLIFE FUNDING, INC.
By /s/ Illegible
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Title Treasurer
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Date 5/16/96
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CS FIRST BOSTON CORPORATION
By /s/ Illegible
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Title Director
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Date May 13,1996
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