Aetna Inc. Notice of Termination of Commitments and Credit Agreement with Morgan Guaranty Trust Company

Summary

Aetna Inc. notifies Morgan Guaranty Trust Company of New York, as Administrative Agent, of its decision to terminate a $1.5 billion Bridge Credit Agreement effective June 20, 2001. The notice also confirms a reduction in commitments due to Aetna's issuance of $700 million in debt securities, with net proceeds of $667.35 million. This action is taken in accordance with specific sections of the original credit agreement, and all parties are formally informed of the termination and related financial events.

EX-10.3 5 y51667ex10-3.txt LETTER RE: NOTICE OF TERMINATION OF COMMITMENTS 1 EXHIBIT 10.3 [AETNA Logo] Aetna Inc. 151 Farmington Avenue Hartford, CT 06156-3124 June 18, 2001 VIA FACSIMILE AND OVERNIGHT MAIL Morgan Guaranty Trust Company of New York, as Administrative Agent under the Credit Agreement referred to below 60 Wall Street, 5th Floor New York, NY 10260-0060 Attn: Maria Dell'aquila, Vice President Fax: 212 ###-###-#### Morgan Guaranty Trust Company of New York c/o J.P. Morgan Services Inc. 500 Stanton Christiana Road Newark, DE ###-###-#### Attn: Nancy Baiz, Associate Fax: 302 ###-###-#### RE: NOTICE OF TERMINATION OF COMMITMENTS AND CREDIT AGREEMENT AND COMMITMENT REDUCTION EVENT Ladies and Gentlemen: Reference is made to the $1,500,000,000 Bridge Credit Agreement dated as of December 13, 2000 among Aetna Inc. (formerly known as Aetna U.S. Healthcare Inc.), as Borrower, the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Administrative Agent (the "CREDIT AGREEMENT"). Terms not otherwise defined herein are defined as set forth in the Credit Agreement. The Borrower hereby terminates the Commitments and the Credit Agreement effective June 20, 2001 pursuant to Section 2.06(b) of the Credit Agreement. In addition, the Borrower hereby gives notice of a Commitment Reduction Event pursuant to Section 2.06(d) of the Credit Agreement. The Commitment Reduction Event (an issuance by the Borrower of $700 million aggregate principal amount of debt securities pursuant to a public offering) was consummated on June 18, 2001, and the Borrower received Net Proceeds of $667,350,000 therefrom. The Net Proceeds consist of $667,950,000 cash proceeds received by 2 Page 2 Morgan Guaranty Trust Company of New York, as Administrative Agent Morgan Guaranty Trust Company of New York, c/o J.P. Morgan Services Inc. June 18, 2001 the Borrower net of NYSE estimated listing fees and other estimated issuance expenses of $600,000. Very truly yours, AETNA INC. By: /s/ Alfred P. Quirk, Jr. - --------------------------------------------- Name: Alfred P. Quirk, Jr. Title: Vice President, Finance and Treasurer