EXHIBIT 10.1
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of April 8,
1999 by and among Alliance Capital Management L.P., a Delaware limited
partnership ("Alliance Holding"), Alliance Capital Management X.X. XX, a
Delaware limited partnership ("Alliance Capital"), and The Equitable Life
Assurance Society of the United States, a New York stock life insurance
corporation ("Equitable Life").
WHEREAS, Alliance Holding proposes to reorganize its business, such
reorganization (the "Reorganization") to involve, among other things: (i) the
transfer or assignment (the "Transfer") by Alliance Holding of all or
substantially all of its assets to Alliance Capital in exchange for the
issuance by Alliance Capital to Alliance Holding of 100% of the units of
limited partnership interest in Alliance Capital ("Alliance Capital Units")
and a general partnership interest in Alliance Capital and the assumption by
Alliance Capital of all or substantially all of the liabilities of Alliance
Holding and (ii) the offer by Alliance Holding to exchange on a one-for-one
basis outstanding Alliance Holding units for Alliance Capital Units (the
"Exchange Offer"), subject to terms and conditions to be agreed upon among the
parties, pursuant to an exchange offer registered with the Securities and
Exchange Commission; and
WHEREAS, Equitable Life and its affiliates own approximately 57% of
the outstanding Alliance Holding units.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereby agree as follows:
1. Agreement to Exchange. Immediately after the consummation of
the Exchange Offer, Equitable Life agrees to exchange, and to cause its
affiliates who hold Alliance Holding units to exchange, substantially all of
such Alliance Holding units for Alliance Capital Units held by Alliance
Holding, subject to the same terms and conditions as the Exchange Offer (the
"Private Exchange").
2. Conditions to Obligations. The obligations of Equitable Life to
consummate the Private Exchange shall be subject to the fulfillment of the
following conditions: (a) the conditions to the closing of the transactions
contemplated by the draft Agreement and Plan of Reorganization (in
substantially the form distributed to the directors of Alliance Holding in
connection with their
April 8, 1999 special meeting (the "Special Meeting")) shall have been
satisfied; and (b) the Transfer and the Exchange Offer shall have been
consummated on substantially the terms described in the draft Proxy
Statement/S-4 Registration Statement distributed to the directors of Alliance
Holding in connection with the Special Meeting, with any additions, deletions
or amendments thereto as may be approved by Equitable Life.
3. Termination. This Agreement may be terminated at any time (a)
by the written agreement of the parties hereto; (b) by any of Alliance
Holding, Alliance Capital or Equitable Life if any condition specified in
Section 2 shall not have been satisfied or waived prior to December 31, 1999;
or (c) by Equitable Life if the Reorganization is abandoned.
4. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware, without giving effect to any
conflicts or choice of law provisions that would make applicable the
substantive laws of any other jurisdiction.
b. This Agreement may be amended only with the prior written
consent of each party hereto.
c. This Agreement may be executed simultaneously in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
d. This Agreement shall be superceded (without further action by
the parties hereto) by the Agreement and Plan of Reorganization upon execution
thereof by Equitable Life, Alliance Holding, Alliance Capital and Alliance
Capital Management Corporation.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation
its general partner
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
ALLIANCE CAPITAL MANAGEMENT X.X. XX
By: Alliance Capital Management Corporation
its general partner
By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman and
Chief Financial Officer
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