Aetna Inc. Notice of Commitment Reduction Event to Morgan Guaranty Trust Company under Bridge Credit Agreement

Summary

Aetna Inc. notifies Morgan Guaranty Trust Company of New York, as Administrative Agent under a $1.5 billion Bridge Credit Agreement, that it has completed a public offering of $900 million in debt securities. As a result, Aetna received net proceeds of $888,695,500 and is formally reducing its borrowing commitment as required by the agreement. This notice fulfills Aetna's obligation under Section 2.06(d) of the Credit Agreement to inform the agent of such events.

EX-10.1 3 y48569ex10-1.txt EX-10.1 MEMORANDUM DATED OF MARCH 2,2001 1 Exhibit 10.1 Aetna Inc. 151 Farmington Avenue Hartford, CT 06156-3124 March 2, 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 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 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 $900 million aggregate principal amount of debt securities pursuant to a public offering) was consummated on March 2, 2001, and the Borrower received Net Proceeds of $888,695,500 therefrom. The Net Proceeds consist of $889,195,500 cash proceeds received by the Borrower net of SEC filing fees of $500,000. 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. March 2, 2001 Very truly yours, AETNA INC. By: /s/ Alfred P. Quirk, Jr. ------------------------------------------ Name: Alfred P. Quirk, Jr. Title: Vice President, Finance and Treasurer