PURCHASE AGREEMENT
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MetLife - State Street Tax-Exempt Trust (the "Trust"), an unincorporated
association of the type commonly referred to as a business trust organized under
the laws of the Commonwealth of Massachusetts, and MetLife - State Street
Investment Services, Inc. a Massachusetts corporation ("MLSSIS"), hereby
agree with each other as follows:
1. The Trust hereby offers MLSSIS and MLSSIS hereby purchases:
13,513.514 shares of beneficial interest (par value $.001) in the Trust's High
Income Tax-Exempt Fund (the "Shares") at a price of $7.40 per Share. The Trust
hereby acknowledges receipt from MLSSIS of payment in full for the
Shares.
2. MLSSIS represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. The names "MetLife - State Street Tax-Exempt Trust" and "Trustees of
MetLife - State Street Tax-Exempt Trust" refer, respectively, to the Trust and
the Trustees of the Trust, as trustees but not individually or personally,
acting from time to time under the Trust's Agreement and Declaration
of Trust dated December 23, 1985, as amended, which is hereby referred to and a
copy of which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and the principal office of the Trust. The obligations of "MetLife
- State Street Tax-Exempt Trust" entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents of the Trust are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, holders of shares of beneficial interest or representatives of the
Trustees personally, but bind only the trust estate, and all persons dealing
with the Trust must look solely to the trust property for the enforcement of any
claims against the Trust. The Agreement and Declaration of Trust of the Trust
further provides, and it is expressly agreed, that each Fund of the Trust shall
be solely and exclusively responsible for the payment of its debts, liabilities
and obligations and that no other Fund shall be responsible or liable for the
same. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 16th day of July, 1986.
METLIFE - STATE STREET
TAX-EXEMPT TRUST
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Secretary President
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxx
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Clerk Senior Vice President
2
July 16, 0000
XxxXxxx - Xxxxx Xxxxxx Tax-Exempt Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
In Connection with your sale to us today of 13,513.514 shares Of
beneficial interest in the MetLife - State Street High Income Tax-Exempt Fund
series of MetLife - State Street Tax-Exempt Trust (the "Shares"), we
understand that: (i) the Shares have not been registered under the Securities
Act of 1933, as amended (the "1933 Act"); (ii) your sale of the Shares to us is
made in reliance on such sale being exempt under Section 4(2) of the 1933 Act as
not involving any public offering; and (iii) in part, your reliance on such
exemption is predicated on our representation, which we hereby confirm, that we
are acquiring the Shares for investment for our own account as the sole
beneficial owner thereof, and not with a view to or in connection with any
resale or distribution of any or all of the Shares or of any interest therein.
We hereby agree that we will not sell, assign or transfer the Shares or any
interest therein except upon repurchase or redemption by MetLife - State Street
Tax-Exempt Trust, unless and until the Shares have been registered under the
1933 Act or you have received an opinion of your counsel indicating to your
satisfaction that said sale, assignment or transfer will not violate the
provisions of the 1933 Act or any rules or regulations promulgated thereunder.
This letter is intended to take effect as an instrument under seal,
shall be construed under the laws of the Commonwealth of Massachusetts, and is
delivered at Boston, Massachusetts, as of the date above written.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxx
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