1
EXHIBIT 10.2
METLIFE, INC.
STOCK PURCHASE AGREEMENT
APRIL 3, 2000
2
TABLE OF CONTENTS
Page
----
1. Purchase and Sale of Stock .............................................. 1
1.1 Sale and Issuance of Shares ...................................... 1
1.2 The Closing ...................................................... 2
2. Representations and Warranties of the Company and MetLife ............... 3
3. Representations and Warranties of Purchaser ............................. 13
4. Conditions to Purchaser's Obligation at Closing ......................... 14
4.1 Representations and Warranties ................................... 14
4.2 Standstill Agreement ............................................. 14
4.3 Opinions ......................................................... 14
4.4 The Plan ......................................................... 14
4.5 Initial Public Offering of Common Stock .......................... 15
4.6 Superintendent's Approval ........................................ 15
5. Conditions to the Company's Obligations at Closing ...................... 15
5.1 Representations and Warranties ................................... 15
5.2 Standstill Agreement ............................................. 15
5.3 The Plan ......................................................... 15
5.4 Initial Public Offering of Common Stock .......................... 15
5.5 Superintendent's Approval ........................................ 15
6. Legend .................................................................. 15
7. Termination ............................................................. 16
7.1 Grounds for Termination .......................................... 16
7.2 Effect of Termination ............................................ 16
8. Miscellaneous ........................................................... 16
8.1 Survival ......................................................... 16
8.2 Expenses; Indemnification ........................................ 16
8.3 Entire Agreement ................................................. 17
8.4 Severability ..................................................... 18
8.5 Liability of MetLife ............................................. 18
8.6 Notices .......................................................... 18
8.7 Governing Law, etc ............................................... 19
i
3
Page
----
8.8 Jurisdiction ..................................................... 19
8.9 Waiver of Jury Trial ............................................. 19
9. Captions ................................................................ 20
ii
4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the
third day of April, 2000, by and among MetLife, Inc., a Delaware corporation
(the "Company"), Metropolitan Life Insurance Company, a mutual life insurance
company organized under the laws of the State of New York ("MetLife"), and Banco
Santander Central Hispano, S.A., a Spanish corporation ("Purchaser").
WHEREAS, the Company plans to conduct an initial public offering (the
"IPO") of its common stock, par value $0.01 per share (the "Common Stock"), in
connection with the conversion of MetLife from a mutual life insurance company
into a stock life insurance company (the "Demutualization") pursuant to Section
7312 of the New York Insurance Law ("Section 7312") and the Plan of
Reorganization, dated September 28, 1999, as amended (the "Plan"), of MetLife;
WHEREAS, the Company wishes to sell to Purchaser, and Purchaser wishes
to purchase from the Company, such number of shares of Common Stock determined
as provided in Section 1.1;
WHEREAS, in connection with the sale of the shares of Common Stock to
Purchaser hereunder, the Company has prepared a private placement offering
memorandum dated April 3, 2000 (the "Offering Memorandum") including a
description of the Common Stock and a description of the Company;
WHEREAS, the Company and Purchaser have agreed that this Agreement,
together with the Standstill Agreement attached as Exhibit A (the "Standstill
Agreement"), shall constitute the entire understanding and agreement between the
parties with regard to the subject matter hereof.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock.
1.1 Sale and Issuance of Shares. Subject to the terms and conditions of
this Agreement, the Company agrees to sell to Purchaser and Purchaser agrees to
purchase from the Company a number of shares of Common Stock (exclusive of any
Shares purchased by Purchaser or its affiliates in the IPO for the account of
customers in the ordinary course of its business as underwriter, broker/dealer,
investment manager or investment advisor or in ordinary trading activities)
equal to not less than 1%, nor more than 4.9%, of the aggregate number of shares
of Common Stock outstanding immediately following the initial closing of the
IPO, consisting of the sum of (i) the number of shares of Common Stock issued
and sold to the underwriters in the IPO at the initial closing thereof
(excluding any shares that may be issued at such time pursuant to the
5
underwriters' overallotment option) (the "IPO Shares"), (ii) the number of
shares of Common Stock issued to the Trust (as defined in the Plan) on the Plan
Effective Date (as defined in the Plan) pursuant to the Plan (the "Policyholder
Shares") and (iii) the Shares (as defined below) and any other shares of Common
Stock issued and sold to any other purchaser pursuant to a stock purchase
agreement substantially identical to this Agreement (the "Other Private
Purchaser Shares"), provided that the exact number of shares to be sold and
purchased hereunder will, subject to such minimum and maximum amount, be
determined by the Company at its discretion, based on the advice of Xxxxxxx
Xxxxx & Co. or such other investment bank that is approved by the New York
Superintendent of Insurance (such number of shares to be sold and purchased
hereunder being referred to as the "Shares"; and the Shares, together with the
Other Private Purchaser Shares, the IPO Shares and the Policyholder Shares,
being referred to as the "Transaction Shares"). In exercising its discretion,
the Company will take into consideration the number of orders for the shares of
Common Stock in the IPO, the level of oversubscription, if any, in the IPO, the
aggregate demand for the shares in the IPO, the Company's judgment as to the
quality of that demand and market conditions generally. The Company shall notify
Purchaser promptly following the execution of the underwriting agreements for
the IPO of the number of Shares to be sold and purchased hereunder, which number
of shares shall be reflected on Schedule 1 hereto, which shall be deemed to be a
part of this Agreement. The per Share purchase price for the Shares shall be
equal to the "Initial Public Offering Price" for one share of Common Stock
specified on the cover page of the final prospectus with respect to the IPO.
1.2 The Closing. The closing (the "Closing") of the purchase and sale
of the Shares shall be held at the offices of Debevoise & Xxxxxxxx, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 simultaneously with the initial closing of the
IPO. At the Closing, the Company will deliver certificates for the Shares
registered in the name of Purchaser (or such person as Purchaser shall designate
by written notice of at least five days prior to the Closing, provided that such
person is a subsidiary of Purchaser, substantially all of the capital stock of
which is directly or indirectly owned by Purchaser, is a Qualified Institutional
Buyer (as that term is defined in Rule 144A under the Securities Act of 1933) or
an accredited investor (as such term is defined under Regulation D of the Act)
and enters into a Standstill Agreement substantially in the form of Exhibit A)
against payment of the purchase price therefor by wire transfer in immediately
available funds to an account or accounts specified by the Company.
2. Representations and Warranties of the Company and MetLife. The
Company and MetLife, jointly and severally, hereby represent and warrant to
Purchaser that:
2.1 The Offering Memorandum, as of its date, did not contain and, as
amended or supplemented, as applicable, will not contain, an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, provided that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon
2
6
and in conformity with information furnished in writing to the Company by
Purchaser expressly for use therein.
2.2 Neither the Company nor MetLife nor any of their respective
subsidiaries listed on Schedule 2 hereto (the "Significant Subsidiaries") has
sustained since the date of the latest audited financial statements included in
the Offering Memorandum any loss or interference material to the business of the
Company, MetLife and the Significant Subsidiaries considered as a whole, other
than as described in or contemplated by the Offering Memorandum, from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree; and, since
the respective dates as of which information is given in the Offering
Memorandum, there has not been any (a) material addition, or development
involving a prospective material addition, to MetLife's liability for future
policy benefits, policyholder account balances and other claims, other than in
the ordinary course of business, (b) material decrease in the surplus of
MetLife, material change in the capital stock or other ownership interest of the
Company, MetLife or any Significant Subsidiary or material increase in the
long-term debt of the Company, MetLife and their respective subsidiaries,
considered as a whole, or (c) material adverse change, or development involving
a prospective material adverse change, in or affecting the business, financial
position, reserves, surplus, equity or results of operations (in each case
considered either on a statutory accounting or U.S. generally accepted
accounting principles ("GAAP") basis, as applicable) of the Company, MetLife and
their respective subsidiaries considered as a whole (a "Material Adverse
Effect"), otherwise than as described or contemplated in the Offering
Memorandum.
2.3 Each of the Company, MetLife and each Significant Subsidiary has
good and marketable title in fee simple to all material real property and good
and marketable title to all material personal property owned by it, in each
case free and clear of all liens, encumbrances and defects, except such as are
described in the Offering Memorandum or such as would not have a Material
Adverse Effect and do not materially interfere with the use made and proposed to
be made of such property by the Company, MetLife or any Significant Subsidiary,
and any material real property and material buildings held under lease by the
Company, MetLife or any Significant Subsidiary are held under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
materially interfere with the use made and currently proposed to be made of such
property and buildings by the Company, MetLife or any Significant Subsidiary.
2.4 The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Offering Memorandum and to execute and deliver this
Agreement and the Standstill Agreement and to perform its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and
thereby; MetLife has been and, until immediately prior to the Effective Time (as
defined in the Plan), will continue to be duly incorporated and validly existing
as a
3
7
mutual life insurance company in good standing under the laws of the State of
New York, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Offering Memorandum, to execute and
deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby; at the Effective Time, MetLife
will be duly incorporated and validly existing as a stock life insurance company
in good standing under the laws of the State of New York and will be a
subsidiary of the Company; each of the Company and MetLife has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification,
or is subject to no material liability or disability by reason of the failure to
be so qualified and in good standing in any such jurisdiction; there are no
subsidiaries of the Company and MetLife that are material to the Company and
MetLife considered as a whole which are not listed on Schedule 1 hereto; and
each Significant Subsidiary has been duly organized and is validly existing as a
corporation or partnership, as applicable, and, to the extent such concept is
applicable, is in good standing under the laws of its jurisdiction of
organization, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Offering Memorandum; and
each Significant Subsidiary is duly qualified to do business as a foreign
corporation or partnership and, to the extent such concept is applicable, is in
good standing under the laws of each other jurisdiction in which its ownership
or lease of property or the conduct of its business requires such qualification
and good standing, except to the extent that the failure to be so qualified and
in good standing would not have a Material Adverse Effect.
2.5 The Company has an authorized capitalization as set forth and
described in the Offering Memorandum; on the Plan Effective Date (as defined in
the Plan), MetLife will have an authorized capitalization of 1,000,000,000
shares; the Allocable Common Shares (as defined in the Plan), which will be duly
and validly authorized and issued to the Company on the Plan Effective Date,
will upon issuance be fully paid and nonassessable; and all of the issued shares
of capital stock or other ownership interests of each Significant Subsidiary
have been duly and validly authorized and issued, are fully paid and
nonassessable and (except as described in the Offering Memorandum and except for
directors' qualifying shares) are owned directly or indirectly by the Company or
MetLife, as applicable, free and clear of all liens, encumbrances, equities or
claims.
2.6 The Transaction Shares have been duly and validly authorized; when
the Shares and the Other Private Purchaser Shares are issued and delivered
against payment therefor as provided herein, when the IPO Shares are issued and
delivered against payment therefor as provided in the underwriting agreements
for the IPO, and when the Policyholder Shares are issued pursuant to the Plan,
the Transaction Shares will be duly and validly authorized and issued and fully
paid and nonassessable, and will conform to the description of the Common Stock
contained in the Offering Memorandum; the issuance of the Transaction Shares is
not subject to any preemptive or other similar right; and, except as described
in the Offering Memorandum, there are
4
8
no rights of any person, corporation or other entity to require registration of
any shares of the Common Stock or any other securities of the Company in
connection with the Demutualization or the filing of the registration statement
for the IPO; and the IPO Shares and the Policyholder Shares have been approved
for listing on the New York Stock Exchange (the "Exchange"), subject to notice
of issuance.
2.7 The Trust has been duly created and is validly existing under the
laws of Delaware with the power and authority to own property and conduct its
business as described in the Offering Memorandum, and has conducted and will
conduct no business other than the transactions contemplated by the Plan, the
MetLife Policyholder Trust Agreement by and among MetLife, the Company,
Wilmington Trust Company and ChaseMellon Shareholder Services, L.L.C., dated as
of November 3, 1999 (the "Trust Agreement"), and as described in the Offering
Memorandum; the Trust has no liabilities or obligations other than those arising
out of the transactions contemplated by the Plan and the Trust Agreement and as
described in the Offering Memorandum; and, to the knowledge of the Company or
MetLife after due inquiry of the trustee of the Trust, there are no legal or
governmental proceedings pending to which the Trust is a party and no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.
2.8 Neither the Policyholder Shares issued pursuant to the Plan nor the
Trust interests allocated pursuant to the Plan require registration under the
Securities Act of 1933, as amended (the "Act").
2.9 Each of MetLife and each Significant Subsidiary that is required to
be organized or licensed as an insurance company in its jurisdiction of
incorporation (an "Insurance Subsidiary") is duly organized and licensed as an
insurance company in its respective jurisdiction of incorporation and is duly
licensed or authorized as an insurer in each other jurisdiction where it is
required to be so licensed or authorized to conduct its business, in each case
with such exceptions as would not have, individually or in the aggregate, a
Material Adverse Effect; except as otherwise described in the Offering
Memorandum, each of MetLife and each Insurance Subsidiary has all other
approvals, orders, consents, authorizations, licenses, certificates, permits,
registrations and qualifications (collectively, the "Approvals") of and from all
insurance regulatory authorities to conduct its business, with such exceptions
as would not have, individually or in the aggregate, a Material Adverse Effect;
there is no pending or, to the knowledge of the Company or MetLife, threatened
action, suit, proceeding or investigation that could reasonably be expected to
lead to the revocation, termination or suspension of any such Approval, the
revocation, termination, or suspension of which would have, individually or in
the aggregate, a Material Adverse Effect; and, to the knowledge of the Company
and MetLife, no insurance regulatory agency or body has issued any order or
decree impairing, restricting or prohibiting the payment of dividends by any
Insurance Subsidiary to its parent which would have, individually or in the
aggregate, a Material Adverse Effect.
5
9
2.10 In connection with the Demutualization, the Company has made, or
will have been made on or prior to the Plan Effective Date, all required filings
under applicable insurance holding company statutes, and has received Approvals
of acquisition of control or affiliate transactions in each jurisdiction in
which such filings or Approvals are required, except where the failure to have
made such filings or receive such Approvals in any such jurisdiction would not
have, individually or in the aggregate with other such failures, has a Material
Adverse Effect; each of the Company, MetLife and the Significant Subsidiaries
has, or will have on or prior to the Plan Effective Date, all necessary
Approvals of and from, and has made, or will have made on or prior to the Plan
Effective Date, all filings, registrations and declarations (collectively, the
"Filings") with, all insurance regulatory authorities, all Federal, state, local
and other governmental authorities, all self-regulatory organizations and all
courts and other tribunals necessary to own, lease, license and use its
properties and assets and to conduct its business in the manner described in the
Offering Memorandum, except where the failure to have such Approvals or to make
such Filings would not have, individually or in the aggregate, a Material
Adverse Effect; to the knowledge of the Company and MetLife, each of the
Company, MetLife and each Significant Subsidiary is in compliance with all
applicable laws, rules, regulations, orders, by-laws and similar requirements,
including in connection with registrations or memberships in self-regulatory
organizations, and all such Approvals and Filings are in full force and effect
and neither the Company nor MetLife nor any Significant Subsidiary has received
any notice of any event, inquiry, investigation or proceeding that would
reasonably be expected to result in the suspension, revocation or limitation of
any such Approval or otherwise impose any limitation on the conduct of the
business of the Company, MetLife or any Significant Subsidiary, except as
described in the Offering Memorandum or except for any such suspension,
revocation or limitation which would not have, individually or in the aggregate,
a Material Adverse Effect.
2.11 Each of MetLife and each Insurance Subsidiary is in compliance
with and conducts its businesses in conformity with all applicable insurance
laws and regulations of its respective jurisdiction of incorporation and the
insurance laws and regulations of other jurisdictions which are applicable to
it, in each case with such exceptions as would not have, individually or in the
aggregate, a Material Adverse Effect.
2.12 Each Significant Subsidiary which is engaged in the business of
acting as a broker-dealer or an investment advisor (the "Broker-Dealer
Subsidiaries" and "Investment Advisor Subsidiaries", respectively) is duly
licensed or registered as a broker-dealer or investment advisor, as the case may
be, in each jurisdiction where it is required to be so licensed or registered to
conduct its business, in each case, with such exceptions as would not have,
individually or in the aggregate, a Material Adverse Effect; each Broker-Dealer
Subsidiary and Investment Advisor Subsidiary has all other necessary Approvals
of and from all applicable regulatory authorities, including any self-regulatory
organization, to conduct its businesses, in each case with such exceptions,
individually or in the aggregate, as would not have a Material Adverse Effect;
except as otherwise described in the Offering Memorandum, none of the
Broker-Dealer Subsidiaries or
6
10
Investment Advisor Subsidiaries has received any notification from any
applicable regulatory authority to the effect that any additional Approvals from
such regulatory authority are needed to be obtained by such Subsidiary in any
case where it could be reasonably expected that (x), any of the Broker-Dealer
Subsidiaries or Investment Advisor Subsidiaries would in fact be required either
to obtain any such additional Approvals or cease or otherwise limit engaging in
certain business and (y) the failure to have such Approvals or limiting such
business would have a Material Adverse Effect; and each Broker-Dealer Subsidiary
and each Investment Advisor Subsidiary is in compliance with the requirements of
the broker-dealer and investment advisor laws and regulations of each
jurisdiction which are applicable to such Subsidiary, and has filed all notices,
reports, documents or other information (collectively, the "Notices") required
to be filed thereunder, in each case with such exceptions as would not have,
individually or in the aggregate, a Material Adverse Effect.
2.13 The issuance and sale of the Shares, the Other Private Purchaser
Shares and the IPO Shares, the issuance of the Policyholder Shares pursuant to
the Plan, the issuance, sale and purchase of the Capital Note of MetLife (the
"Capital Note"), the creation and operation of the Trust pursuant to the Plan,
the issuance of Trust interests pursuant to the Plan, the issuance and sale of
the equity security units (the "Units") by the Company and MetLife Capital Trust
I, the compliance by the Company and MetLife with all of the provisions of this
Agreement, the Standstill Agreement, the stock purchase agreement and standstill
agreement to be entered into with the Other Private Placement Purchaser and the
Plan and the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company,
MetLife or any of their respective subsidiaries is a party or by which the
Company, MetLife or any of their respective subsidiaries is bound or to which
any of the property or assets of the Company, MetLife or any of their respective
subsidiaries is subject, or which affects the validity, performance or
consummation of the Plan, the Demutualization or the transactions contemplated
by this Agreement, the Standstill Agreement, the stock purchase agreement and
standstill agreement to be entered into with the Other Private Placement
Purchaser or the Plan, nor will such actions result in any violation of the
provisions of the Certificate of Incorporation or By-Laws or similar
organizational documents of the Company, MetLife or any Significant Subsidiary
or any statute or any order, rule or regulation of any court or insurance
regulatory agency or other governmental agency or body having jurisdiction over
the Company, MetLife or any of their respective subsidiaries or any of their
properties, in each case the effect of which (other than a violation of the
Certificate of Incorporation or By-Laws or similar organizational documents of
the Company, MetLife or a Significant Subsidiary), individually or in the
aggregate, would be either to affect the validity of the Transaction Shares or
the Trust interests, their respective issuance or the consummation of the
transactions contemplated hereby or by the stock purchase agreement and
standstill agreement to be entered into with the Other Private Placement
Purchaser
7
11
or the Plan or the creation and operation of the Trust pursuant to the Plan, or
to have a Material Adverse Effect.
2.14 All Filings and Approvals of or with any court, insurance
regulatory agency or governmental agency or body of the United States or any
state thereof required in connection with the issuance and sale by the Company
of the Shares, the Other Private Purchaser Shares and the IPO Shares, the
issuance of the Policyholder Shares pursuant to the Plan, the issuance and
purchase of the Capital Note, the creation and operation of the Trust pursuant
to the Plan and the allocation of Trust interests pursuant to the Plan, have
been made or obtained, or will have been made or obtained on or prior to the
Plan Effective Date, and will, on the Plan Effective Date, be in full force and
effect, provided, however, that neither the Company nor MetLife makes any
representation or warranty as to state securities or Blue Sky laws or state
insurance securities laws in connection with the purchase and distribution of
the IPO Shares; and all other Filings and Approvals of or with any court,
insurance regulatory agency or other governmental agency or body required to be
obtained or made on or prior to the Plan Effective Date in connection with the
Demutualization or for the consummation by the Company and MetLife of the
transactions contemplated by this Agreement, the Standstill Agreement, the stock
purchase agreement and standstill agreement to be entered into with the Other
Private Placement Purchaser or the Plan have been so obtained or made, or will
have been obtained or made on or prior to the Plan Effective Date, and will, on
the Plan Effective Date, be in full force and effect, except as described in the
Offering Memorandum or to the extent that the failure to obtain or make any such
Filings and Approvals would not have, individually or in the aggregate, a
Material Adverse Effect and would not adversely affect the validity, performance
of or consummation of the transactions contemplated by this Agreement and the
Plan.
2.15 The Plan has been duly adopted by the required vote of the Board
of Directors of MetLife (which adoption complied with the applicable
requirements of Section 7312) and submitted to the New York Superintendent of
Insurance (the "New York Superintendent") in the manner and accompanied by all
information and certificates required by Section 7312 and conforms in all
material respects to the requirements of the laws of the State of New York
applicable to the conversion of mutual life insurance companies into stock life
insurance companies and any rules or regulations of the New York Superintendent
in respect thereof, in each case as administered or interpreted by the New York
Superintendent (collectively, the "New York Reorganization Laws and
Regulations"), and the requirements of all other applicable laws; on January 24,
2000, the New York Superintendent held a public hearing in accordance with the
requirements of Section 7312, with regard to which MetLife published such notice
as is required to be published by a converting insurer by New York law, for the
purpose of receiving comment on whether the New York Superintendent should
approve the Plan; the Plan was duly approved on February 7, 2000 by a vote (the
"Policyholder Vote") of more than two-thirds of the votes validly cast by
Eligible Policyholders (as defined in the Plan) (which adoption complied in all
material respects with the applicable requirements of Section 7312) and such
approval has not
8
12
been rescinded or otherwise withdrawn; certificates reflecting the conclusion of
the Policyholder Vote will be submitted by MetLife to the New York
Superintendent, in the manner required by Section 7312; assuming the
Superintendent issues an order approving the Plan in accordance with the
requirements of Section 7312, no other Approvals are required to be obtained
under Section 7312 for the effectiveness of the Plan; upon filing a copy of the
Plan with the New York Superintendent's approval endorsed thereon (the
"Superintendent's Order") in the office of the New York Superintendent and a
copy of the Plan certified by the New York Superintendent with the Clerk of New
York County pursuant to Section 7312, on the Plan Effective Date, the Plan will
become effective in accordance with its terms pursuant to Section 7312, and the
Demutualization will be completed in accordance with the Plan and the New York
Reorganization Laws and Regulations and the requirements of all other applicable
laws; and prior to the Closing each of the actions required to occur and
conditions required to be satisfied on or prior to the Plan Effective Date
pursuant to the Superintendent's Order or the Plan will have occurred or been
satisfied.
2.16 Other than Xxxx Xxxxxx and Xxxxxxx Xxxxxxx v. Metropolitan Life
Insurance Company, et al., Xxxxxx X. Xxxxxxxxx v. Metropolitan Life Insurance
Company, et al., Xxxxxxx X. Xxxxx and Xxxxx Xxxxxxxx v. Metropolitan Life
Insurance Company, et al.. Xxxxxx Xxxxx, et al. v. Metropolitan Life Insurance
Company. et al., Xxx X. Xxxxx v. Metropolitan Life Insurance Co. et al. and
Xxxxxxx X. Xxxxxxxxxxx v. Metropolitan Life Insurance Co. et al., and any other
proceedings that have been disclosed to you in writing by the Company or MetLife
after the date hereof, on the date of this Agreement, there is no legal or
governmental proceeding pending or, to the knowledge of the Company and MetLife,
or as otherwise disclosed to Purchaser, currently being threatened challenging
the Plan or the consummation of the transactions contemplated thereby or the
offering of the Shares or the IPO Shares.
2.17 Other than as described or contemplated in the Offering
Memorandum, there are no legal or governmental proceedings pending to which the
Company, MetLife or any of their respective subsidiaries is a party or to which
any property of the Company, MetLife or any of their respective subsidiaries is
the subject which, if determined adversely to the Company, MetLife or any of
their respective subsidiaries, could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; and, to the
knowledge of the Company and MetLife, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
2.18 The policyholder information booklet mailed to policyholders (the
"Policyholder Information Booklet"), as of its date and as of the dates of the
public hearing on the Demutualization and the Policyholder Vote, did not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
9
13
2.19 Neither the Company, MetLife nor any Significant
Subsidiary is in violation of any of its Certificate of Incorporation or By-Laws
or other organizational instruments or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be
bound, which violation or default would have, individually or in the aggregate,
a Material Adverse Effect.
2.20 The statements set forth in the Offering Memorandum under
the caption "Description of Capital Stock", insofar as they purport to
constitute a summary of the terms of the Common Stock, and under the captions
"Risk Factors--Demutualization risks--A challenge to the New York Superintendent
of Insurance's approval may adversely affect the terms of the demutualization
and the market price of our common stock and the equity security units," "Risk
Factors--Dividends and payments on our indebtedness may be affected by
limitations imposed on Metropolitan Life Insurance Company and our other
subsidiaries," "Risk Factors--Changes in federal income taxation could adversely
impact sales of our insurance, annuities and investment products," "The
Demutualization," "Business--Regulation," "Business--Competition," and
"Business--Legal Proceedings", insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate and
complete in all material respects.
2.21 The pro forma consolidated statement of income and the
pro forma consolidated balance sheet and the related notes thereto set forth in
the Offering Memorandum have been prepared in all material respects in
accordance with the applicable requirements of Rule 11-02 of Regulation S-X
promulgated under the Securities Exchange Act of 1934, as amended, have been
compiled on the pro forma basis described therein, and, in the opinion of the
Company and MetLife, the assumptions used in the preparation thereof were
reasonable at the time made and the adjustments used therein are based upon good
faith estimates and assumptions believed by the Company and MetLife to be
reasonable at the time made.
2.22 The financial statements of MetLife and its consolidated
subsidiaries and the balance sheet of the Company, together with the related
notes and schedules set forth in the Offering Memorandum, comply in all material
respects with the requirements of the Act and present fairly in all material
respects the financial position, the results of operations and the changes in
cash flows of such entities in conformity with GAAP at the respective dates or
for the respective periods to which they apply; and such statements and related
notes and schedules, if any, have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as described
therein.
2.23 Neither the Company, MetLife nor any Significant
Subsidiary is and, after giving effect to the offering and sale of the Shares,
the Other Private Purchaser Shares and the IPO Shares, the issuance of the
Policyholder Shares pursuant to the Plan, the allocation of Trust interests
pursuant to the Plan, the issuance and sale of the Units and the consummation of
the
10
14
Demutualization and the application of the proceeds of the sale of the Shares,
the Other Private Purchaser Shares and the IPO Shares and the Units as described
in the Offering Memorandum, will be an "investment company", as such term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the rules and regulations thereunder, although certain
separate accounts of MetLife and certain Insurance Subsidiaries are required to
register as investment companies under the Investment Company Act.
2.24 Deloitte & Touche LLP, who have certified certain
financial statements of the Company and the consolidated financial statements of
MetLife and its subsidiaries, are independent public accountants as required by
the Act and the rules and regulations of the Securities and Exchange Commission
("SEC") thereunder.
2.25 Each of the Company and MetLife has reviewed its
operations and those of the Significant Subsidiaries and any third parties with
which the Company, MetLife or any Significant Subsidiary has a material
relationship to evaluate the extent to which the business or operations of
MetLife or any Significant Subsidiary will be affected by the Year 2000 Problem.
As a result of such review, neither the Company nor MetLife has any reason to
believe, and does not believe, that the Year 2000 Problem will have a Material
Adverse Effect or result in any material loss or interference with the business
or operations of the Company, MetLife and the Significant Subsidiaries, taken as
a whole. The "Year 2000 Problem" as used herein means any significant risk that
computer hardware or software used in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data or
in the operation of mechanical or electrical systems of any kind will not, in
the case of dates or time periods occurring after December 31, 1999, function at
least as effectively as in the case of dates or time periods occurring prior to
January 1, 2000.
2.26 The Company and MetLife are duly authorized to execute,
deliver and perform this Agreement and the Standstill Agreement. This Agreement
has been duly authorized, executed and delivered by each of the Company and
MetLife, is a valid and binding agreement of the Company and MetLife, and is
enforceable against the Company and MetLife in accordance with their respective
terms, except to the extent that enforceability may be limited by (i)
bankruptcy, reorganization, liquidation, rehabilitation, insolvency, moratorium
or other laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or equity). Upon execution and delivery thereof by the Company, the
Standstill Agreement will have been duly authorized, executed and delivered by
the Company, will be a valid and binding agreement of the Company, and will be
enforceable against the Company in accordance with its terms, except to the
extent that enforceability may be limited by (i) bankruptcy, reorganization,
liquidation, rehabilitation, insolvency, moratorium or other laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or equity).
11
15
2.27 The Capital Note due 2005 of MetLife has been duly
authorized by MetLife, and when duly executed and delivered by MetLife to the
Company, will constitute a valid and legally binding obligation of MetLife,
enforceable against MetLife in accordance with its terms, except to the extent
that enforceability may be limited by (i) bankruptcy, reorganization,
liquidation, rehabilitation, insolvency, moratorium or other laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or equity); and such
Capital Note will conform to the descriptions thereof in the Offering
Memorandum.
2.28 The certificate of the Chief Executive Officer, Chief
Financial Officer or any Senior Executive Vice-President of each of the Company
and MetLife delivered pursuant to the second sentence of Section 4.1 shall be
deemed a representation and warranty by the Company and MetLife to Purchaser
hereunder as to the matters covered thereby.
2.29 Contemporaneously with entering into this Agreement, the
Company and MetLife are entering into a stock purchase agreement with
(the "Other Private Placement Purchaser"). The terms of this Agreement and the
Standstill Agreement are no less favorable to Purchaser than the stock purchase
agreement and standstill agreement executed by the Other Private Placement
Purchaser.
2.30 Subject to the accuracy of the representations and
warranties of Purchaser in Section 3, the offer and sale of the Shares hereunder
are exempt from registration under the Act pursuant to Section 4(2) thereof.
2.31 Neither the Company nor any affiliate of the Company has
directly, or through any agent, (i) sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any security (as defined in the Act)
which is or will be integrated with the sale of the Shares in a manner that
would require the registration under the Act of the Shares, or (ii) engaged in
any form of general solicitation or general advertising in connection with the
offering of the Shares (as those terms are used in Regulation D under the Act)
or in any manner involving a public offering within the meaning of Section 4(2)
of the Act.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants that:
3.1 Purchaser is duly authorized to execute, deliver and
perform this Agreement and the Standstill Agreement; this Agreement has been
duly executed and delivered by Purchaser, is a valid and binding agreement of
Purchaser, and is enforceable against Purchaser in accordance with its terms,
except to the extent that enforceability may be limited by (i) bankruptcy,
reorganization, liquidation, rehabilitation, insolvency, moratorium or other
laws affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability
12
16
is considered in a proceeding at law or equity); upon execution and delivery
thereof by Purchaser, the Standstill Agreement will have been duly executed and
delivered by Purchaser, will be a valid and binding agreement of Purchaser, and
will be enforceable against Purchaser in accordance with its terms, except to
the extent that enforceability may be limited by (i) bankruptcy, reorganization,
liquidation, rehabilitation, insolvency, moratorium or other laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or equity); the
execution, delivery and performance by Purchaser of this Agreement and the
Standstill Agreement do not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both would constitute) a default
under Purchaser's certificate of incorporation, by-laws or similar
organizational documents, or any agreement to which Purchaser is a party, and,
subject to the accuracy of the representations and warranties set forth in
Section 2.14, no consents, approvals, authorizations, orders, registrations or
qualifications of or with any court or governmental agency or body or any third
party is required for the execution, delivery or performance by Purchaser of
this Agreement and the Standstill Agreement.
3.2 This Agreement is made with Purchaser in reliance upon
Purchaser's representation to the Company, which by Purchaser's execution of
this Agreement Purchaser hereby confirms, that the Shares will be acquired for
investment for Purchaser's own account or the account of any subsidiary of
Purchaser, substantially all of the capital stock of which is directly or
indirectly owned by Purchaser (provided that any such subsidiary is a Qualified
Institutional Buyer as such term is defined in Rule 144A under the Act or an
accredited investor, as such term is defined under Regulation D of the Act), not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same, provided that nothing
in this Section 3.2 shall prevent Purchaser from transferring the Shares in
accordance with the Standstill Agreement.
3.3 Purchaser understands that the Shares it is purchasing
have not been registered under the Act, and absent registration, may not be
offered or sold within the United States except pursuant to an exemption from
such laws or in a transaction not subject to the registration requirements of
the Act. In this connection, Purchaser represents that it is familiar with Rule
144 under the Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.
3.4 Purchaser is a "qualified institutional buyer" as such
term is defined in Rule 144A under the Act or an accredited investor, as such
term is defined under Regulation D of the Act.
3.5 The certificate of the Chief Executive Officer, Chief
Financial Officer or any Executive Vice President of Purchaser delivered
pursuant to the second sentence of Section 5.1
13
17
shall be deemed a representation and warranty by Purchaser to the Company and
MetLife hereunder as to the matters covered thereby.
4. Conditions to Purchaser's Obligation at Closing. The obligation of
Purchaser to purchase the Shares at the Closing is subject to the fulfillment to
its satisfaction on or prior to the Closing of the following conditions:
4.1 Representations and Warranties. The representations and
warranties made by the Company and MetLife in Section 2 shall be true and
correct when made, and shall be true and correct as of the Closing with the same
force and effect as if they had been made on and as of such date (other than the
representations or warranties made herein in Section 2.16, which shall be true
and correct when made), all covenants and agreements made by the Company herein
shall have been performed to Purchaser's satisfaction and the Company and
MetLife shall have performed or satisfied all conditions on their part to be
performed or satisfied herein at or prior to the Closing. The Chief Executive
Officer, Chief Financial Officer or any Senior-Executive Vice President of each
of the Company and MetLife shall have delivered at the Closing a certificate
stating that each of the conditions specified in the preceding sentence has been
fulfilled.
4.2 Standstill Agreement. The Standstill Agreement shall have
been duly executed and delivered by the Company.
4.3 Opinions. Debevoise & Xxxxxxxx, special counsel to the
Company, and Xxxx X. Xxxxxx, Senior-Executive Vice President and General Counsel
to the Company, shall have delivered to Purchaser their written opinions
substantially to the effect set forth in Exhibits B and C, respectively.
4.4 The Plan. The Company and MetLife shall have complied with
all conditions to the effectiveness of the Plan, as set forth in the Plan, and
the transactions described in Section 5.2(e)(i)-(v) of the Plan shall have
occurred.
4.5 Initial Public Offering of Common Stock. The initial
closing of the IPO shall have occurred simultaneously with the Closing.
4.6 Superintendent's Approval. The purchase and sale of the
Shares hereunder shall have been approved by the Superintendent of Insurance of
the State of New York.
5. Conditions to the Company's Obligations at Closing. The obligation
of the Company to sell the Shares at the Closing is subject to the fulfillment
to the Company's satisfaction on or prior to the Closing of the following
conditions:
14
18
5.1 Representations and Warranties. The representations and
warranties of Purchaser contained in Section 3 shall be true as of the Closing
with the same force and effect as if they had been made on and as of such date,
all covenants and agreements made by Purchaser herein shall have been performed
to the Company's satisfaction and Purchaser shall have performed or satisfied
all conditions on its part to be performed or satisfied herein at or prior to
the Closing. The Chief Executive Officer, Chief Financial Officer or any
Executive Vice President of Purchaser shall have delivered at the Closing a
certificate stating that each of the conditions specified in the preceding
sentence has been fulfilled.
5.2 Standstill Agreement. The Standstill Agreement shall have
been duly executed and delivered by Purchaser.
5.3 The Plan. The Company and MetLife shall have complied with
all conditions to the effectiveness of the Plan, as set forth in the Plan, and
the transactions described in Section 5.2(e)(i)-(v) of the Plan shall have
occurred.
5.4 Initial Public Offering of Common Stock. The initial
closing of the IPO shall have occurred simultaneously with the Closing.
5.5 Superintendent's Approval. The purchase and sale of the
Shares hereunder shall have been approved by the Superintendent of Insurance of
the State of New York.
6. Legend. Each of the Company and Purchaser 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 the Standstill Agreement or (b) the termination of the Standstill
Agreement pursuant to Section 9(a) or (c) thereof or the termination of the
Standstill Agreement (other than Sections 1(b), (c) and (d) thereof) pursuant to
Section 9(b) thereof, or as otherwise agreed among the Company, MetLife and
Purchaser:
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 3, 2000, BY AND
BETWEEN THE ISSUER AND BANCO SANTANDER CENTRAL HISPANO, S.A., AND MAY
NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.
15
19
7. Termination.
7.1 Grounds for Termination. This Agreement may be terminated
at any time prior to the Closing:
(a) by mutual written agreement of the Company and Purchaser;
or
(b) by either the Company or Purchaser if there shall be any
law or regulation that makes consummation of the transactions
contemplated hereby illegal or otherwise prohibited or if consummation
of the transactions contemplated hereby would violate any nonappealable
final order, decree or judgment of any court or governmental body
having competent jurisdiction.
The party desiring to terminate this Agreement pursuant to clause 7.1(b) shall
give notice of such termination to the other party.
7.2 Effect of Termination. If this Agreement is terminated as
permitted by Section 7.1, such termination shall be without liability of either
party (or any stockholder, director, officer, employee, agent, consultant or
representative of such party) to the other party to this Agreement.
8. Miscellaneous.
8.1 Survival. The representations and warranties set forth in
Sections 2 and 3 shall survive until three years after the date of the Closing.
8.2 Expenses; Indemnification. Irrespective of whether the
Closing is effected, the Company and MetLife shall pay all expenses incident to
the performance of their obligations under this Agreement, including (a) the
preparation, printing, delivery to Purchaser of the Offering Memorandum
(including financial statements and any schedules or exhibits and any document
incorporated therein by reference) and of each amendment or supplement thereto,
(b) the preparation, printing and delivery to Purchaser of this Agreement, (c)
the preparation, issuance and delivery of the certificates for the Shares to
Purchaser, including any transfer taxes, any stamp or other duties payable upon
the sale, issuance and delivery of the Shares to Purchaser, and (d) the fees and
disbursements of the Company's and MetLife's counsel, accountants and other
advisors. Except as provided in this Section, Purchaser shall pay all of its own
costs and expenses in connection with the transactions contemplated hereby,
including the fees of its counsel. Each of (i) the Company and MetLife, on the
one hand, and Purchaser, on the other hand, shall indemnify the other for any
loss or liability incurred by the indemnified party as the result of any breach
of the indemnifying party's representations or warranties hereunder and (ii) the
Company and MetLife shall indemnify Purchaser and its affiliates for any loss or
liability
16
20
(including the reasonable cost of investigation and defense and the reasonable
fees and expenses of counsel) incurred by Purchaser or any of such affiliates
in connection with any action, proceeding or investigation (an "Action")
brought by or on behalf of any MetLife policyholder (in his, her or its
capacity as such), but only to the extent that such loss or liability arises
from the fact that the Company, MetLife or Purchaser (or such affiliate)
entered into this Agreement or consummated the transactions contemplated
hereby. Any party that may be entitled to indemnification hereunder (the
"Indemnified Party") shall promptly notify the party from whom indemnification
is sought hereunder (the "Indemnifying Party") in writing of the Indemnified
Party's receipt of notice of its involvement in any Action in respect of which
a claim for indemnification is to be made hereunder; provided, however, that
any failure to so notify the Indemnifying Party shall not affect the
Indemnifying Party's obligations to so indemnify such person except to the
extent that the Indemnifying Party is materially prejudiced by such failure.
8.3 Entire Agreement. This Agreement, together with the
Standstill Agreement, contains the entire understandings of the parties with
respect to the subject matter of such agreements. 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 or
remedies provided by law. This Agreement is not assignable by either of the
parties without the prior written consent of the other, except that (i) prior to
Closing, this Agreement may be transferred or assigned by a Purchaser to any one
or more subsidiary of Purchaser, substantially all of the capital stock of which
is directly or indirectly owned by Purchaser that is a Qualified Institutional
Buyer (as that term is defined in Rule 144A under the Act or is an accredited
investor (as such term is defined under Regulation D of the Act), provided that
such assignee enters into an assumption agreement with respect to this Agreement
reasonably satisfactory to the Company and MetLife and a Standstill Agreement
substantially in the form of Exhibit A and (ii) after Closing, this Agreement
may be assigned by a Purchaser to one or more of its affiliates to whom Shares
are properly transferred in accordance with the Standstill Agreement, provided
that no transfer or assignment pursuant clause (i) or (ii) will relieve the
Purchaser of its obligations hereunder. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, any affiliate to whom the Shares are
delivered pursuant hereto, and their respective successors and permitted
assignees.
8.4 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.
17
21
8.5 Liability of MetLife. Notwithstanding anything to the
contrary herein, MetLife shall have no liability to Purchaser hereunder if the
Closing is not effected for any reason.
8.6 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 a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
18
22
If to Purchaser:
Banco Santander Central Hispano, S.A.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx de Las Xxxxx
Executive Vice President
Telecopier: (000) 000-0000
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
8.7 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.
8.8 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 as provided in Section
8.6 shall be deemed effective service of process on such party.
19
23
8.9 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.
8.10 Additional Representations and Warranties. In the event
that the underwriting agreement relating to the IPO, when executed, includes any
representation or warranty of the Company or MetLife that is not included in
Section 2 or is different from any representation or warranty included in
Section 2 (other than any portion of any such representation or warranty in the
IPO underwriting agreement that relates solely to the registration of the shares
of Common Stock under the Act), this Agreement will be amended to include such
additional or different representation or warranty and re-executed by the
parties.
9. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
20
24
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year hereinabove first written.
PURCHASER
By: /s/ Xxxxxxx de las Xxxxx
----------------------------------------
Name: Xxxxxxx de las Xxxxx
Title:
METLIFE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
METROPOLITAN LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
25
Schedule 1
Shares to be Purchased
30,000,000
