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Exhibit 4.13
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COMMON SECURITIES GUARANTEE AGREEMENT
MetLife Capital Trust I
Dated as of April __, 2000
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INTERPRETATIONS................................... 2
SECTION 1.1 Definitions and Interpretation............... 2
ARTICLE II
GUARANTEE......................................................... 4
SECTION 2.1 Guarantee.................................... 4
SECTION 2.2 Waiver of Notice and Demand.................. 5
SECTION 2.3 Obligations Not Affected..................... 5
SECTION 2.4 Rights of Holders............................ 6
SECTION 2.5 Guarantee of Payment......................... 6
SECTION 2.6 Subrogation.................................. 6
SECTION 2.7 Independent Obligations...................... 6
ARTICLE III
RANKING........................................................... 7
ARTICLE IV
TERMINATION....................................................... 7
ARTICLE V
MISCELLANEOUS..................................................... 7
SECTION 5.1 Successors and Assigns....................... 7
SECTION 5.2 Amendments................................... 7
SECTION 5.3 Notices...................................... 8
SECTION 5.4 Benefit...................................... 8
SECTION 5.5 Governing Law................................ 8
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COMMON SECURITIES GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated
as of April __, 2000, is executed and delivered by MetLife, Inc., a Delaware
corporation (the "Guarantor") for the benefit of the Holders (as defined
herein) from time to time of the Common Securities (as defined herein) of
MetLife Capital Trust I, a Delaware statutory business trust (the "Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust
(the "Declaration"), dated as of April __, 2000, among the trustees of the
Issuer named therein, the Guarantor, as sponsor, and the holders from time to
time of undivided beneficial interests in the assets of the Issuer, the Issuer
is issuing on the date hereof 20,000,000 capital securities (23,000,000 if the
underwriters' overallotment option to purchase additional capital securities is
exercised), liquidation amount $50 per capital security, having an aggregate
liquidation amount of $1,000,000,000 ( $1,150,000,000 if the underwriters'
overallotment to purchase additional capital securities is exercised),
designated the ___% Capital Securities (the "Capital Securities");
WHEREAS, pursuant to the Declaration, the Issuer is issuing on the
date hereof -__ % Common Securities, having an aggregate liquidation amount of
___ (the "Common Securities");
WHEREAS, as incentive for the Holders to purchase the Common
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Common Securities Guarantee, to pay on a senior
basis to the Holders the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein; and
WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Capital Securities Guarantee") in substantially identical terms
to this Common Securities Guarantee for the benefit of the holders of the
Capital Securities, except that if an event of default under the Indenture (as
defined herein), has occurred and is continuing, the rights of Holders of the
Common Securities to receive Guarantee Payments under this Common Securities
Guarantee are subordinated to the rights of holders to receive Guarantee
Payments under the Capital Securities Guarantee.
NOW, THEREFORE, in consideration of the purchase by each Holder,
which purchase the Guarantor hereby agrees shall benefit the Guarantor, the
Guarantor executes and delivers this Common Securities Guarantee for the benefit
of the Holders.
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ARTICLE I
DEFINITIONS AND INTERPRETATIONS
SECTION 1.1 Definitions and Interpretation
In this Common Securities Guarantee, unless the context otherwise
requires:
(a) capitalized terms used in this Common Securities Guarantee but
not defined in the preamble above have the respective meanings
assigned to them in this Section 1.1;
(b) a term defined anywhere in this Common Securities Guarantee has
the same meaning throughout;
(c) all reference to "the Common Securities Guarantee" or "this
Common Securities Guarantee" are to this Common Securities
Guarantee as modified, supplemented or amended from time to
time;
(d) all references in this Common Securities Guarantee to Articles
and Sections are to Articles and Sections of this Common
Securities Guarantee, unless otherwise specified;
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Common Securities Guarantee, unless otherwise
defined in this Common Securities Guarantee or unless the
context otherwise requires; and
(f) a reference to the singular includes the plural and vice versa.
"Debentures" means the series of debentures of the Guarantor
designated the ___% Debentures due May 15, 2005 held by the Property Trustee
(as defined in the Declaration) of the Issuer.
"Debenture Issuer" means the Guarantor in its capacity as the issuer
of the Debentures.
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"Distribution" has the same meaning as given in the Declaration.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Common Securities Guarantee.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Common Securities, to the extent not
paid or made by the Issuer:
(i) any accrued and unpaid Distributions (as defined in the
Declaration) that are required to be paid on such Common Securities
to the extent the Issuer shall have funds available therefor, and
(ii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Issuer (other than in connection with the
distribution of Debentures to the Holders in exchange for Common
Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount of such Common Securities plus
all accrued and unpaid Distributions on such Common Securities to and
including the date of payment, to the extent the Issuer shall have
funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the
Issuer (amounts in clause (a) or (b), the "Liquidation
Distribution").
If an event of default under the Indenture has occurred and is
continuing, the rights of Holders of the Common Securities to receive
payments under this Common Securities Guarantee Agreement are
subordinated to the rights of holders of Capital Securities to
receive Guarantee Payments under the Capital Securities Guarantee
Agreement.
"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Common Securities.
"Indenture" means the Indenture dated as of April __, 2000, among
the Debenture Issuer and The Bank of New York, as trustee, and any indenture
supplemental thereto pursuant to which certain debt securities of the Debenture
Issuer are to be issued to the Property Trustee of the Issuer.
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"Majority in liquidation amount of the Common Securities" means,
except as provided by the Trust Indenture Act, a vote by Holders of Common
Securities, voting separately as a class, of more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
liquidation or otherwise) of all Common Securities.
ARTICLE II
GUARANTEE
SECTION 2.1 Guarantee
The Guarantor irrevocably and unconditionally agrees to pay in full
on a senior basis to the Holders the Guarantee Payments (without duplication of
amounts theretofore paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert.
The Guarantor's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders.
If an event of default under the Indenture has occurred and is
continuing, the rights of Holders of the Common Securities to receive Guarantee
Payments under this Common Securities Guarantee are subordinated to the rights
of holders to receive Guarantee Payments under the Capital Securities Guarantee.
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SECTION 2.2 Waiver of Notice and Demand
The Guarantor hereby waives notice of acceptance of this Common
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.
SECTION 2.3 Obligations Not Affected
The obligations, covenants, agreements and duties of the Guarantor
under this Common Securities Guarantee shall in no way be affected or impaired
by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Common Securities to be performed or
observed by the Issuer;
(b) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Common Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;
(c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;
(d) any invalidity of, or defect or deficiency in, the Common
Securities;
(e) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or
(f) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 2.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.
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SECTION 2.4 Rights of Holders
(a) The Holders of a Majority in liquidation amount of Common
Securities may by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Common Securities Guarantee, but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.
(b) Any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Common Securities Guarantee, without
first instituting a legal proceeding against the Issuer or any other Person.
Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee
Payment, a Holder may directly institute a proceeding against the Guarantor for
enforcement of the Common Securities Guarantee for such payment. The Guarantor
waives any right or remedy to require that any action on this Common Securities
Guarantee be brought first against the Issuer or any other person or entity
before proceeding directly against the Guarantor.
SECTION 2.5 Guarantee of Payment
This Common Securities Guarantee creates a guarantee of payment and
not of collection.
SECTION 2.6 Subrogation
The Guarantor shall be subrogated to all rights, if any, of the
Holders against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Common Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Common Securities Guarantee, if, at the time of
any such payment, any amounts are due and unpaid under this Common Securities
Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.
SECTION 2.7 Independent Obligations
The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Common
Securities, and that the
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Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Common Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (f), inclusive, of Section 2.3 hereof.
ARTICLE III
[Intentionally Deleted]
ARTICLE IV
TERMINATION
This Common Securities Guarantee shall terminate upon (i) the
distribution of the Debentures to all Holders or (ii) full payment of the
amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Common Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Common
Securities or under this Common Securities Guarantee.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 Successors and Assigns
All guarantees and agreements contained in this Common Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Common Securities then outstanding.
SECTION 5.2 Amendments
Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Common Securities Guarantee may only be amended with the prior approval of the
Holders of at least a Majority in liquidation amount of the outstanding Common
Securities. The provisions of Section 12.2 of the Declaration with respect to
meetings of Holders apply to the giving of such approval.
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SECTION 5.3 Notices
All notices provided for in this Common Securities Guarantee shall be
in writing, duly signed by the party giving such notice, and shall be delivered
by registered or certified mail, as follows:
(a) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders):
MetLife, Inc.
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Corporate Treasurer
with a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
(b) If given to any Holder, at the address set forth on the books and
records of the Issuer.
All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.
SECTION 5.4 Benefit
This Common Securities Guarantee is solely for the benefit of the
Holders and is not separately transferable from the Capital Securities.
SECTION 5.5 Governing Law
THIS COMMON SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF
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NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.
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THIS COMMON SECURITIES GUARANTEE is executed as of the day and year
first above written.
METLIFE, INC.
as Guarantor
By:
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Name:
Title:
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