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EXHIBIT 10.7
CREDIT SUISSE GROUP, GUERNSEY BRANCH
April 7, 2000
MetLife, Inc.
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standstill Agreement
Ladies and Gentlemen:
Pursuant to a Stock Purchase Agreement, dated April 3, 2000,
among MetLife, Inc., a Delaware corporation (the "Company"), Metropolitan Life
Insurance Company, a life insurance company organized under the laws of New York
("MetLife"), Credit Suisse First Boston, a Swiss corporation (through its
Guernsey Branch) ("CSFB"), and Winterthur Life, a Swiss corporation (the
"Purchaser") (the "Stock Purchase Agreement"), the Company sold to Purchaser or
its permitted assignees the Shares (as defined in the Stock Purchase Agreement)
to be registered in the Purchaser's name. The Purchaser has transferred a
portion of the Purchaser's Shares as of the date hereof to its permitted
assignee, Credit Suisse Group, Guernsey Branch (together with all of its current
and future affiliates, the "Transferee"). For purposes of this Agreement,
"affiliate" shall mean a person or entity that directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, another person or entity.
Transferee and the Company are entering into this Agreement to
define the future relationship between Transferee and the Company and in
consideration of the mutual covenants contained herein.
1. Restrictions on Transfers; Registration Rights.
(a) Restrictions on Transfers. Transferee agrees that, prior
to the first anniversary of the Closing (as defined in the Stock Purchase
Agreement), it will not, directly or indirectly, sell, transfer or otherwise
dispose of any interest in the Shares, provided that Transferee may transfer
Shares (i) to any affiliate (as defined in Rule 144 of the Securities Act of
1933, as amended (the "Securities Act")) of Transferee that enters into a
standstill agreement with the Company containing terms and conditions
substantially equivalent to those in this Agreement, or (ii) pursuant to any
tender offer or exchange offer which is
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recommended by the Board of Directors of the Company. After the first
anniversary of the Closing and for the remaining term of this Agreement,
Transferee may sell, transfer or otherwise dispose of any interest in the
Shares, provided that (x) such sale, unless it is made in a registered public
offering or pursuant to a tender or exchange offer to the Company's
stockholders, is not knowingly made to any person or "group" (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) acquiring all of Transferee's Shares in the acquisition or that
would, after giving effect to its acquisition of such Shares, beneficially own
or have the right to acquire more than 4.9% of the Voting Securities (as defined
below) then outstanding, unless such person or group has entered into a
standstill agreement with the Company containing terms and conditions
substantially equivalent to those in this Agreement (it being understood that
Transferee has no duty to inquire as to the beneficial ownership of any such
person or group when Transferee sells the Shares in a transaction on the New
York Stock Exchange or any other exchange on which the Shares are listed at the
time), and (y)(i) such sale is pursuant to an effective registration statement
under the Securities Act, (ii) such sale is made after the termination of sale
restrictions pursuant to Rule 144 of the Securities Act or any successor to such
rule or (iii) Transferee shall have delivered to the Company an opinion of
counsel, which opinion and counsel shall be reasonably satisfactory to the
Company, to the effect that such sale is exempt from the provisions of Section 5
of the Securities Act.
For purposes of this Agreement, the term "Voting Securities"
shall mean securities of the Company, including the Shares, with the power to
vote with respect to the election of directors generally, including any
securities that are convertible or exchangeable for Voting Securities, it being
understood that the number of Voting Securities outstanding as of any time of
determination shall be determined as though all such securities, whether or not
in the money, had been converted or exchanged, in accordance with their terms,
into or for Voting Securities immediately prior to the time of determination.
(b) Registration Rights.
(i) Required Registration. (A) At any time after the first
anniversary of the Closing, Transferee shall have the right, by written notice
(the "Registration Notice") to the Company, to require the Company to use
reasonable efforts to register (the "Required Registration") under the
Securities Act all or any portion of the Shares then owned by Transferee (the
"Registrable Securities"), and the Company shall be obligated to register such
Registrable Securities. Transferee shall not be entitled to exercise more than
one such right in any 12 month period or more than a total of five such rights
during the term of this Agreement. Notwithstanding the foregoing, if, in
addition to the Registrable Securities, the Required Registration is to include
shares to be offered by the Company for its own account, shares of Trust
Beneficiaries (as defined in the Plan of Reorganization, dated September 28,
1999, as amended, of MetLife (the "Plan")) having registration rights pursuant
to Section
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3.3(c)(v) of the Plan or shares of others persons with registration rights, and
the Board of Directors of the Company believes, based on advice of a nationally
recognized investment banking firm selected by the Company, that including all
such shares would be likely to have an adverse effect upon the price, timing or
distribution of the shares included in the Required Registration, then only such
number of shares, if any, as the Board shall determine can be included without
adversely affecting the offering shall be included in the Required Registration,
and the shares to be included in the Required Registration will be allocated in
the following priority: (w) all shares owned by such Trust Beneficiaries shall
be included first, (x) all shares of Transferee, CSFB, the Purchaser and Banco
Santander Central Hispano, S.A. (together with all of its current and future
affiliates, the "Other Private Placement Purchaser") shall be included second,
in proportion, as nearly as practicable, to the total number of shares of Common
Stock proposed to be offered by each of the Transferee, CSFB, the Purchaser and
the Other Private Placement Purchaser at the time of filing of the registration
statement for the registration, (y) all shares of Common Stock of any other
persons with registration rights shall be included third, in proportion, as
nearly as practicable, to the total number of shares of Common Stock proposed to
be offered by each of them at the time of the filing of the registration
statement, and (z) all shares of the Company shall be included last. Transferee
may elect that the offering of Registrable Securities pursuant to this Section
1(b)(i) be in the form of an underwritten public offering, in which case
Transferee shall select the managing underwriters and any additional investment
bankers and managers to be used in connection with the offering, provided that
such managing underwriters and additional investment bankers and managers must
be reasonably satisfactory to the Company. In the event Transferee is not able
to include all of the Shares Transferee wishes to include in any Required
Registration due to the limitation described in the immediately preceding
sentence, Transferee shall have the right to one additional Required
Registration with respect to such Shares subject to the limitations set forth in
this Section 1(b)(i).
(B) Upon receipt of such Registration Notice, the Company
will, as promptly as practicable, prepare and file with the Securities and
Exchange Commission (the "SEC") and use its reasonable efforts to cause to
become effective promptly, and in any event within 90 days from its receipt of
the Registration Notice, a registration statement under the Securities Act with
respect to the number of Registrable Securities specified in the Registration
Notice, and will use its reasonable efforts to cause such registration statement
to remain effective for such period of time as shall be required to complete the
distribution of Registrable Securities contemplated thereby, but not for more
than 120 days from the effective date thereof, provided that the Company shall
be entitled to defer any such filing for a period of up to 180 days from the
date of Transferee's Registration Notice if the Company shall furnish Transferee
a certificate signed by its Chairman, President and Chief Executive Officer,
Chief Financial Officer or Vice-Chairman stating that the filing of a
registration statement at such time would be detrimental to the Company due to
the pendency of a material acquisition or financing or for other reasonable
cause.
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(C) The Company will use its reasonable efforts to cause to be
filed as soon as practicable following the first anniversary of the Closing, and
in any event within 90 days thereafter, a shelf registration statement on Form
S-3 (or any successor form) providing for the sale by Transferee of all of the
Registrable Securities and to have such shelf registration statement declared
effective by the SEC. The Company will use its reasonable efforts to keep the
shelf registration statement continuously effective until the third anniversary
of the Closing or such shorter period that will terminate when all of the
Registrable Securities covered by the shelf registration statement have been
sold pursuant to the shelf registration statement. After the shelf registration
statement has been declared effective, Transferee will have the right to
request, subject to paragraph (A), an unlimited number of sales pursuant to
prospectuses or prospectus supplements under such shelf registration statement
(such requests will be in writing and given at least ten business days prior to
the proposed disposition and will state the number of shares of Registrable
Securities to be disposed of and the intended method of disposition of such
shares by Transferee), provided, however, that the Company shall be entitled to
defer any such sale for a period of up to 180 days from the date of the
Transferee's written request therefor if the Company shall furnish Transferee a
certificate signed by its Chairman, President and Chief Executive Officer, Chief
Financial Officer or Vice-Chairman stating that an offering at such time would
be detrimental to the Company due to the pendency of a material acquisition or
financing or for other reasonable cause, and provided further that the Company
will not be required to permit sales pursuant to this paragraph (a) more than
twice in each calendar year and (b) unless Transferee proposes to dispose of
outstanding Registrable Securities whose anticipated aggregate offering price
exceeds $50,000,000. Notwithstanding anything to the contrary herein, an
underwritten public offering by Transferee under such Form S-3 shall be deemed
to be a Required Registration and subject to the limitations set forth in
paragraph (A) on the number of such Required Registrations per year and in
total. Upon receipt of Transferee's written request specified above, the Company
will use its reasonable efforts to prepare and file with the SEC, prior to the
date that the offering by Transferee was proposed to be commenced, a supplement
or post-effective amendment to the shelf registration statement or the related
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, such prospectus does not contain any untrue statement of
a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(D) The Company will, if requested, prior to filing a
registration statement or prospectus or any amendment or supplement thereto,
furnish to Transferee and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter furnish to Transferee and
underwriter, if any, such number of copies of such registration statement, each
amendment or supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such
registration statement
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(including each preliminary prospectus) and such other documents as Transferee
or underwriter may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by Transferee.
(E) After the filing of the registration statement, the
Company will promptly notify Transferee of any stop order issued or threatened
by the Commission and take all reasonable actions required to prevent the entry
of such stop order or to remove it if entered.
(F) The Company will use its reasonable efforts to register or
qualify the Registrable Securities under such other securities or blue sky laws
of such jurisdictions in the United States as any selling purchaser reasonably
(in light of such purchaser's intended plan of distribution) requests and cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
reasonably requested by Transferee to enable Transferee to consummate the
disposition of the Registrable Securities owned by Transferee, provide that the
Company will not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 1(b)(i)(F), subject itself to taxation in any such jurisdiction or
consent to general service of process in any such jurisdiction.
(G) The Company will promptly notify Transferee, at any time
up to 150 days after the effectiveness of the registration statement therefor,
or, in the case of an offering under a registration statement on Form S-3
pursuant to paragraph (C), 150 days after the written notice from Transferee
requesting such offering pursuant to paragraph (C), when a prospectus relating
to an offering of Registrable Securities pursuant to this Section 1(b) is
required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to Transferee, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
and promptly make available to Transferee any such supplement or amendment.
(H) The Company will enter into customary agreements,
including an underwriting agreement that includes representations and
warranties, covenants and indemnification and contribution provisions, to the
extent applicable, substantially identical to those contained in the
underwriting agreements for the Company's initial public offering, and take such
other actions as are reasonably requested by Transferee in order to facilitate
the disposition of such Registrable Securities.
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(I) The Company will make available for inspection by the
Transferee, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other professional
retained by the Transferee or underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records") as shall be reasonably necessary to enable
them to exercise their due diligence responsibility under the Securities Act,
and cause the Company's officers, directors and employees to supply all
information reasonably requested by any Inspectors in connection with such
registration statement, subject to reasonable arrangements to ensure that
privileges are maintained. Records which the Company determines, in good faith,
to be confidential and which it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration
statement or the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction. Transferee agrees that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it for any reason other than such due
diligence purposes unless and until such is made generally available to the
public. Transferee further agrees that it will, upon learning that disclosure of
such Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of the Records deemed confidential.
(J) The Company will furnish to the Transferee and to each
underwriter if any, a signed counterpart, addressed to the Transferee or
underwriter, of an opinion or opinions of counsel to the Company and a comfort
letter or comfort letters from the Company's independent public accountants,
each, to the extent applicable, in substantially identical form as those
delivered in connection with the Company's initial public offering or otherwise
in customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the Transferee or the
managing underwriter therefore reasonably requests.
(K) The Company will otherwise use its reasonable efforts to
comply with all applicable rules and regulations of the Securities Exchange
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering a period of 12 months that begins
within three months after the effective date of the registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.
(L) The Company will use its reasonable efforts to cause all
such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed.
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(M) The Company shall make its senior management available for
any road show recommended by the underwriters in connection with not more than
one demand registration each year, and not more than five demand registrations
in total, in each case including any registration effected pursuant to a Form
S-3.
(N) Anything in this Agreement to the contrary
notwithstanding, the Company shall not be obligated to file a registration
statement pursuant to this Section 1(b) with respect to any Voting Securities or
to include among the securities covered by a registration statement any Voting
Securities requested to be so included pursuant to this Section 1(b) unless the
Transferee shall have, on request of the Company, promptly furnished to the
Company in writing all information (x) with respect to Transferee, such Voting
Securities owned by Transferee and requested to be so included and the
transaction or transactions which Transferee contemplates and (y) which any law,
rule or regulation requires to be disclosed therein. Transferee shall promptly
furnish to the Company all information required to be disclosed in order to
correct any misstatement or omission of a material fact contained in any
registration statement or prospectus, or any amendment or supplement thereto, or
any preliminary prospectus, based upon any information previously supplied by
Transferee to the Company.
(O) Transferee agrees by acquisition of Registrable
Securities, if so required by the managing underwriter, not to sell, make any
short sale of, loan, grant any option for the purchase of, effect any public
sale or distribution of or otherwise dispose of any securities of the Company of
the same class of the Registrable Securities, during the 15 days prior to and
the 90 days after any underwritten registration pursuant to this Section 1(b)
has become effective (or such shorter period as may be required by the
underwriter), except as part of such underwritten registration. Notwithstanding
the foregoing sentence, Transferee shall be entitled during the foregoing period
to sell securities in a private sale.
(ii) Incidental Registration Rights. In addition to the
provisions contained in Section 1(b)(i), if the Company shall at any time after
the first anniversary of the Closing seek to register under the Securities Act
for sale to the public in an underwritten offering any Voting Securities either
for its own account or for the account of any one or more securityholders (other
than a registration relating to Voting Securities issued or granted pursuant to
any employee or director stock-based plan or in connection with an acquisition
by the Company), and if the form of registration statement proposed to be used
may be used for the registration of Registrable Securities, on each such
occasion as it shall furnish Transferee with prior written notice thereof
promptly, but in any event less than 10 business days from the initial filing
date. At the written request of Transferee, given within 5 days after the
receipt of such notice, to register any of Transferee's Registrable Securities,
the Company will cause such Registrable Securities, for which registration shall
have been requested, to be included in such registration statement so as to
permit the sale or other disposition by
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Transferee as part of such underwritten public offering (an "Incidental
Registration"). Notwithstanding the foregoing, if, in addition to the
Registrable Securities, the Incidental Registration is to include shares to be
offered by the Company for its own account, shares of Trust Beneficiaries having
registration rights pursuant to Section 3.3(c)(v) of the Plan or shares of
others persons with registration rights, and the Board of Directors of the
Company believes, based on advice of a nationally recognized investment banking
firm selected by the Company, that including all such shares would be likely to
have an adverse effect upon the price, timing or distribution of the shares
included in the Incidental Registration, then only such number of shares, if
any, as the Board shall determine can be included without adversely affecting
the offering shall be included in the offering, and the shares to be included in
the Incidental Registration will be allocated in the following priority: (x) all
shares of the Company and such Trust Beneficiaries shall be included first, (y)
all shares of the Transferee, CSFB, the Purchaser and the Other Private
Placement Purchaser shall be included second, in proportion, as nearly as
practicable, to the total number of shares of Common Stock proposed to be
offered by each of the Transferee, CSFB, the Purchaser and the Other Private
Placement Purchaser at the time of filing of the registration statement for the
registration, and (z) all shares if Common Stock of any other persons with
registration rights shall be included third, in proportion, as nearly as
practicable, to the total number of shares of Common Stock proposed to be
offered by each of them at the time of the filing of the registration statement.
(iii) Transferee Obligation to Furnish Information. It shall
be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 1(b) with respect to the Registrable Securities that
Transferee shall furnish to the Company such information regarding itself and
the intended method of disposition of the Registrable Securities as shall be
required to effect the registration of such Registrable Securities under the
Securities Act.
(c) Expenses. All expenses incurred by the Company in
complying with Section 1(b), including any registration and filing fees, fees
and expenses of compliance with securities or blue sky laws of the United States
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities), printing expenses, fees and
disbursements of counsel and independent public accountants for the Company,
fees of the National Association of Securities Dealers, Inc., listing or
quotation fees, internal expenses (including all salaries and expenses of its
officers and employees performing legal and accounting duties), fees of transfer
agents and registrars, and the fees and expenses of counsel and accountants for
Transferee shall be borne by the Company. Transferee shall be responsible for
all underwriting fees, discounts or commissions and transfer taxes, with respect
to Registrable Securities.
(d) Rule 144. The Company will file any reports required to be
filed by it under the Securities Act and the 1934 Act and will take such further
action as Transferee
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may reasonably request, all to the extent required from time to time to enable
Transferee to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (ii)
any similar rule or regulation hereafter adopted by the SEC. Upon the request of
Transferee, the Company will deliver to Transferee a written statement as to
whether it has complied with such requirements.
2. Standstill Provisions. Transferee agrees that, during the
term of this Agreement, without the Company's prior written consent, Transferee
will not:
(a) acquire, announce an intention to acquire, offer or
propose to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise, beneficial ownership of any Voting Securities,
or direct or indirect rights to options to acquire (through purchase,
exchange, conversion or otherwise) any Voting Securities, if,
immediately after any such acquisition, Transferee, CSFB and the
Purchaser would beneficially own, in the aggregate, Voting Securities
representing (x) more than 4.9% of the outstanding Voting Securities,
or (y) more than 5.0% of the outstanding Voting Securities, provided
that approval beneficially to own such percentage of Voting Securities
is obtained from the New York Superintendent of Insurance prior to such
increase to 5%, except in each case for any increase resulting from
transactions in the ordinary course of the business of Transferee, CSFB
and the Purchaser as underwriter, broker/dealer, investment manager or
investment adviser or from ordinary trading activities, unless such
transactions were made with the purpose of changing or influencing the
control of the Company;
(b) seek representation on the Board of Directors of the
Company or the removal of any Company Directors or a change in the
composition or size of the Board;
(c) make any statement or proposal, whether written or oral,
to the Board of Directors of the Company, or to any director, officer
or agent of the Company, or make any public announcement or proposal
whatsoever with respect to a merger or other business combination, sale
or transfer of assets, recapitalization, dividend, share repurchase,
liquidation or other extraordinary corporate transaction with the
Company or any other transaction which could result in a change of
control, solicit or encourage any other person to make any such
statement or proposal, or take any action which might require the
Company to make a public announcement regarding the possibility of any
transaction referred to in this paragraph (c) or similar transaction,
or advise, assist or
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encourage any other persons in connection with the foregoing, except in
the ordinary course of its investment banking activities as financial
advisor;
(d) make, or in any way participate, directly or indirectly,
in any "solicitation" of "proxies" (as such terms are defined in Rule
14a-1 under the 0000 Xxx) to vote any Voting Securities, seek to
advise, encourage or influence any person or entity with respect to the
voting of any Voting Securities, initiate or propose any shareholder
proposal or induce or attempt to induce any other person to initiate
any shareholder proposal, or execute any written consent with respect
to the Company, except in the ordinary course of its investment banking
activities as financial advisor;
(e) deposit any Voting Securities into a voting trust or
subject any Voting Securities to any arrangement or agreement with
respect to the voting of any Voting Securities other than this
Agreement;
(f) form, join or in any way participate in a "group" (within
the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any
Voting Securities, other than a group which Transferee is a member of
as of the date hereof;
(g) otherwise act, alone or in concert with others, to seek to
exercise any control or influence over the management, Board of
Directors or policies of the Company;
(h) make a public request to the Company (or its directors,
officers, shareholders, employees or agents) to take any action in
respect of the foregoing matters; or
(i) disclose any intention, plan or arrangement inconsistent
with the foregoing.
Transferee shall not, individually or acting in concert with
CSFB, the Purchaser and the Other Private Placement Purchaser, direct or cause
the direction, or attempt to direct or cause the direction of, the management or
policies of any of the Company, MetLife and any of their affiliates that are
controlled insurers, or otherwise exercise, or attempt to exercise, control over
such companies or such affiliates, whether directly or indirectly.
3. Specific Performance. Each of Transferee and the Company
acknowledges that the other party would not have an adequate remedy at law for
money
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damages if any of the covenants or agreements of the other party in this
Agreement were not performed in accordance with its terms and therefore agrees
that the other party shall be entitled to specific enforcement of such covenants
or agreements and to injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.
4. Legend. Each of the Company and Transferee agrees that
the certificates for the Shares shall bear the following legend thereon, which
legend shall remain until the earliest of (a) the date the securities
represented by such certificates are transferred in accordance with the
provisions of this Agreement or (b) the termination of this Agreement pursuant
to Section 9(a) or (c) or the termination of this Agreement (other than Sections
1(b), (c) and (d)) pursuant to Section 9(b), or as otherwise agreed among the
Company, MetLife and Transferee:
THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE
OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF
1933 OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE
SECURITIES ARE SUBJECT TO THE PROVISIONS OF A STANDSTILL
AGREEMENT DATED APRIL 7, 2000, BY AND BETWEEN THE ISSUER AND
CREDIT SUISSE GROUP, GUERNSEY BRANCH, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.
5. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter of the
Agreement. This Agreement may not be amended or any provision waived except by a
writing signed, in the case of an amendment, by each party hereto and, in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof unless the other party is materially
prejudiced thereby, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights and remedies provided by law. At any time from and
including the date of this Agreement until the second anniversary of the IPO,
Transferee and the Company shall not amend, directly or indirectly, any
provision of this Agreement without the prior approval of the New York
Superintendent of Insurance (the "Superintendent"). At any time from and
including the second anniversary of the IPO (as defined in the Stock Purchase
Agreement) until the end of the term of this Agreement, the Company shall notify
the New York Insurance Department (the "Department") of any amendment, direct or
indirect, to any provision, and the termination, of this Agreement. This
Agreement is not assignable by either of the parties
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without the prior written consent of the other, except that this Agreement may
be assigned by a Transferee to one or more of its affiliates to whom Shares are
properly transferred in accordance with this Agreement, provided that, no
assignment pursuant to this Section 5 will relieve Transferee of its obligations
hereunder. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and upon
transferees of Voting Securities who are affiliates or associates of Transferee.
6. Severability. If any terms, provision or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions and restrictions of
this Agreement shall remain in full force and effect, unless such action would
substantially impair the benefits to either party of the remaining provisions of
this Agreement.
7. Notices. Any notices and other communications required to
be given pursuant to this Agreement shall be deemed to have been duly given or
made as of the date delivered or mailed if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt requested), or
delivered by facsimile or by telex, as follows:
If to the Company:
MetLife, Inc.
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
Telecopier: (000) 000-0000
with copies to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
If to Transferee:
Credit Suisse Group, Guernsey Branch
Helvetia Court
Xxxxx Xxxxxxxxx
Xx. Xxxxx Xxxx
Xxxxxxxx XX0 0XX
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Channel Islands
with copies to:
Credit Suisse Group
X.X. Xxx 0
Xxxxxxxxxxx 0
XX-0000 Xxxxxx
Xxxxxxxxxxx
Attention: General Counsel
Telecopier: 41 1 210 21 20
Transferee shall notify the Company, and the Company shall
notify the Department, of (a) any transfer of the Shares prior to the first
anniversary of the Closing or any transfer thereafter requiring the entering
into of a standstill agreement pursuant to clause (x) of the proviso to the
second sentence of Section 1(a) and (b) any registration pursuant to Section
1(b). The Company shall notify the Department of any consent requested or
granted pursuant to Section 2.
8. Effectiveness of Agreement. This Agreement shall become
effective only upon the execution and delivery of this Agreement by the parties
hereto.
9. Termination. This Agreement shall terminate upon the
occurrence of any of the following:
(a) the written agreement of the Company and Transferee to
terminate this Agreement, provided that any termination prior to the
second anniversary of the Closing shall not be effective without the
approval of the Superintendent;
(b) the fifth anniversary of the date of the Closing, except
for Sections 1(b), (c) and (d), which shall continue in effect
indefinitely until terminated by any other provision of this Section 9;
or
(c) Transferee shall cease to own Voting Securities other than
any Voting Securities acquired in the ordinary course of business of
Transferee as underwriter, broker-dealer, investment manager or
investment adviser (unless such transactions were made with the purpose
or with the effect of changing or influencing the control of the
Company).
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10. Expenses. Except as otherwise provided herein, all costs
and expenses incurred in connection with this Agreement shall be paid by the
party incurring such cost or expense.
11. Governing Law, etc. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to the conflict of law provisions thereof. This Agreement may be executed
in one or more counterparts, which together will constitute a single agreement.
12. Jurisdiction. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or, if such court shall not have jurisdiction over such suit, any New York
State court sitting in New York City, so long as such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of New York, and each of the parties hereby
irrevocably consents only with respect to such suits, actions or proceedings to
the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such
court has been brought in an inconvenient forum. Without limiting the foregoing,
each party agrees that service of process on such party by hand delivery as
provided in Section 7 shall be deemed effective service of process on such
party.
13. Waiver of Jury Trial. Each of the parties hereto
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or related to this Agreement or the transactions contemplated
hereby.
14. Captions. The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.
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If you are in agreement with the foregoing, please sign the
accompanying copy of this letter and return it to the Company, whereupon this
letter shall be a binding agreement between you and the Company.
Very truly yours.
CREDIT SUISSE GROUP, GUERNSEY BRANCH
By: /s/ X. X. Xx Xxxxx
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Name: X. X. XX XXXXX
Title:
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title:
Accepted and agreed as of
the date first written above:
METLIFE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name:
Title:
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