EXHIBIT 10.3
XXX
00, Xxxxxx Xxxxxxxx
00000 Xxxxx, Xxxxxx
May 12, 1992
The Equitable Companies Incorporated
The Equitable Life Assurance Society
of the United States
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
This letter sets forth certain agreements and understandings
of the parties hereto in connection with the establishment by AXA, a corporation
organized under the laws of France (the "Investor"), of a voting trust (the
"Trust") pursuant to the Voting Trust Agreement dated as of May 12, 1992 (as
amended from time to time, the "Voting Trust Agreement"), by and among the
Investor and Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, and Xxxxx xx Xxxxxxxx Xxxxxxxx, as
voting trustees (collectively with any successors thereto and in such capacity,
the "Trustees"). Capitalized terms used herein and not otherwise defined shall
have the meanings given them in the Standstill and Registration Rights Agreement
dated as of July 18, 1991, as amended (as so amended, the "Standstill
Agreement"), among The Equitable Companies Incorporated, a Delaware corporation
(the "Company"), The Equitable Life Assurance Society of the United States, a
New York mutual life insurance company ("Equitable"), and the Investor or, if
not defined therein, in the Investment Agreement dated as of July 18, 1991, as
amended (as so amended, the "Investment Agreement"), among the Company,
Equitable and the Investor.
1. ESTABLISHMENT OF VOTING TRUST; TRUSTEES. The Company and
Equitable hereby waive any provision of the Standstill Agreement or of the
Investment Agreement that would prohibit the establishment or operation of the
Trust pursuant to the Voting Trust Agreement. The parties agree that the
Trustees shall be deemed to be Investor Related Parties and Affiliates of the
Investor for all purposes under the Standstill Agreement.
2. DETERMINATIONS, ETC. The parties hereby agree that any
consent, nomination, determination or other action permitted or required to be
given, made or taken by the Investor under the Standstill Agreement,
2
including without limitation under Sections 4.1, 4.2, 6.1 and 6.2 thereof,
may instead be given, made or taken by the Trustees, and if so given, made or
taken will be deemed to have been given, made or taken by the Investor for
all purposes under the Standstill Agreement and Section 2.5(iv) of the
Investment Agreement.
3. ACTIONS BY THE COMPANY. The Company hereby agrees to
perform, at its own expense, all of the acts and functions contemplated to be
performed by it in connection with the Trust and the Voting Trust Agreement
under (a) the Voting Trust Agreement, including but not limited to those
relating to dividends and distributions, subscription offers and dissolution or
liquidation of the Company and (b) the provisions of Section 218 of the Delaware
General Corporation Law and Section 1316 of the New York Business Corporation
Law relating to filing and making available to the public copies of the Voting
Trust Agreement and other documents in the registered office of the Company in
the State of Delaware and in the office of the Company or its transfer agent in
the State of New York and relating to the issuance and registration of stock.
For the avoidance of doubt, the foregoing agreement of the Company shall not
require the Company to bear the expense of, or obligate the Company to make any
payments to the Trustees or any other person on account of, any taxes that by
law are required to be withheld or deducted from any dividend, distribution or
other payment in respect of shares deposited with the Trustees.
4. CONSENTS AND APPROVALS. For the avoidance of doubt, the
parties hereby confirm their agreement and understanding as to the
interpretation of the Investment Agreement that, unless the Voting Trust
Agreement has been terminated prior to the Second Closing Date or the
Superintendent consents to the consummation of the transactions contemplated by
the Investment Agreement without the establishment and operation of the Trust,
the establishment and operation of the Trust pursuant to the Voting Trust
Agreement shall be deemed "transactions contemplated" by the Investment
Agreement when such phrase is used in the Investment Agreement (but without in
any way limiting the generality of such phrase) and the Voting Trust Agreement
shall be deemed one of the "Transaction Agreements" as such phrase is used in
the Investment Agreement, in each case for all purposes under the Investment
Agreement.
3
5. STANDSTILL AGREEMENT AMENDMENT. The parties confirm and
agree that, to the extent Paragraphs 1 and 2 of this letter agreement are
inconsistent with the Standstill Agreement, this letter agreement amends the
Standstill Agreement.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof, at
which time this letter and your acceptance shall represent a binding agreement
among the Company, Equitable and the Investor.
AXA
by /s/ Xxxxxx Xxxxxx
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Title:
Agreed and accepted by
THE EQUITABLE COMPANIES INCORPORATED
by /s/ The Equitable Companies Incorporated
-----------------------------------------
Title:
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
by /s/ The Equitable Life Assurance Society of the United States
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Title:
