{"id":41395,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-llc-agreement-of-alico-holdings-aig.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-llc-agreement-of-alico-holdings-aig","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-llc-agreement-of-alico-holdings-aig.html","title":{"rendered":"Amended and Restated LLC Agreement of ALICO Holdings – AIG"},"content":{"rendered":"

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED
\n
\nLIMITED LIABILITY COMPANY AGREEMENT
\nOF
\nALICO HOLDINGS LLC<\/strong><\/p>\n

\n

AMENDMENT NO. 1, dated as of March 7, 2010 (this “Amendment<\/u>“), to the
\nSecond Amended and Restated Limited Liability Company Agreement of ALICO
\nHoldings LLC, a Delaware limited liability company (the “Company<\/u>“), dated
\nas of December 1, 2009 (the “LLC Agreement<\/u>“; terms used but not otherwise
\ndefined herein shall have the meanings assigned thereto in the LLC Agreernent).\n<\/p>\n

\n

WITNESSETH:<\/strong><\/p>\n

\n

WHEREAS, concurrently herewith, the Company is entering into that certain
\nStock Purchase Agreement, dated as of the date hereof, among MetLife, Inc.
\n(“MetLife<\/u>“), American International Group, Inc. (“AIG<\/u>“) and the
\nCompany (the “Stock Purchase Agreement<\/u>“), pursuant to which the Company
\nwill (upon the terms and subject to the conditions set forth therein) sell to
\nMetLife 100% of the issued and outstanding capital stock of American Life
\nInsurance Company (“ALICO<\/u>“) in exchange for (i) $6,800,000,000 in cash
\n(as may be adjusted pursuant to Section 2.03(a) of the Stock Purchase Agreement,
\nthe “Cash Consideration<\/u>“), (ii) 78,239,712 shares of MetLife common
\nstock, par value $0.01 per share (the “MetLife Common Stock<\/u>“),
\n(iii) 40,000,000 Common Equity Units (as defined in the Stock Purchase
\nAgreement) and (iv) 6,857,000 shares of Series B Contingent Convertible Junior
\nParticipating Non-Cumulative Perpetual Preferred Stock of MetLife (the
\n“MetLife Interim Preferred Stock<\/u>” and, together with the MetLife Common
\nStock and the Common Equity Units, collectively, the “Non-Cash
\nConsideration<\/u>“);<\/p>\n<\/p>\n

WHEREAS, pursuant to Sections 4.01(d) and 4.01(f) of the LLC Agreement the
\nconsent of the FRBNY Member is required in connection with the entry by the
\nCompany into the Stock Purchase Agreement and the consummation of the
\ntransactions contemplated thereby;<\/p>\n<\/p>\n

WHEREAS, pursuant to Section 11.02 of the LLC Agreement, the consent of a
\nMajority in Interest of each of the Common Members, Senior Preferred Members and
\nJunior Preferred Members (the “Necessary Majority<\/u>“) is required to amend
\nthe LLC Agreement; and<\/p>\n<\/p>\n

WHEREAS, the Members and the Company constitute the Necessary Majority and
\ndesire to amend the LLC Agreement as set forth herein.<\/p>\n<\/p>\n

NOW, THEREFORE, the parties hereby agree as follows;<\/p>\n<\/p>\n

Section 1. Certain Agreements<\/u>. The Company and each
\nMember acknowledge and agree that the transactions contemplated by the Stock
\nPurchase<\/p>\n

\n

\n

<\/p>\n

\n

Agreement (if consummated) will constitute a Qualifying Event under the LLC
\nAgreement and the Net Proceeds thereof will, upon receipt by the Company, be
\ndistributed as required by Section 5.04 of the LLC Agreement.<\/p>\n<\/p>\n

Section 2. Amendments Effective as of the Date Hereof.<\/u>
\nEffective as of the date hereof, the LLC Agreement is hereby amended as follows:\n<\/p>\n<\/p>\n

(a) Article I of the LLC Agreement is amended by inserting the
\nfollowing new definitions in the appropriate alphabetical order:<\/p>\n<\/p>\n

“MetLife<\/u>” means MetLife, Inc.<\/p>\n<\/p>\n

“MetLife Purchase Agreement<\/u>” means that certain Stock Purchase
\nAgreement dated as of March 7, 2010 among the Company, AIG and MetLife, as the
\nsame may be amended from time to time in accordance with the terms hereof and
\nthereof.<\/p>\n<\/p>\n

“MetLife Transaction Agreements<\/u>” means the “Transaction Agreements” as
\ndefined in the MetLife Purchase Agreement.<\/p>\n<\/p>\n

(b) Section 4.01(d) of the LLC Agreement is amended by (i) deleting
\nthe word “or” at the end of clause (xii) thereof, (ii) deleting the period at
\nthe end of clause (xiii) thereof, inserting a semi-colon in lieu thereof and
\ninserting the word “or” immediately thereafter, and (iii) inserting the
\nfollowing new clause (xiv):<\/p>\n<\/p>\n

“(xiv) amending, modifying or supplementing, or waiving any right of the
\nCompany under, any MetLife Transaction Agreement, in each case, in a manner that
\nis or would reasonably be expected to be adverse to the Company or to the rights
\nof the Preferred Members under this Agreement.”<\/p>\n<\/p>\n

(c) Sections 8.04, 8.05, 8.07 and 11.14 of the LLC Agreement shall
\nbe of no further force or effect unless and until the MetLife Purchase Agreement
\nis terminated prior to the Closing (as defined therein) (the “MetLife Closing”).\n<\/p>\n<\/p>\n

Section 3. Amendments to Become Effective as of the MetLife Closing<\/u>.
\nEffective as of the MetLife Closing, the LLC Agreement shall (automatically and
\nwithout further action on the part of any Member) be further amended as follows:\n<\/p>\n<\/p>\n

(a) Article I of the LLC Agreement shall be amended by inserting
\nthe following new definitions in the appropriate alphabetical order:<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

“Disposition Demand<\/u>” has the meaning set forth in Section 8.08<\/u>
\nhereof.<\/p>\n<\/p>\n

“Disposition Demanding Member<\/u>” has the meaning set forth in
\nSection 8.08<\/u> hereof.<\/p>\n<\/p>\n

“MetLife Investor Rights Agreement<\/u>” means the “Investor Rights
\nAgreement” as defined in the MetLife Purchase Agreement to be entered into by
\nthe Company and MetLife in connection with the MetLife Closing.<\/p>\n<\/p>\n

“MetLife Non-Cash Consideration<\/u>” means the “Non-Cash Consideration” as
\ndefined in the MetLife Purchase Agreement.<\/p>\n<\/p>\n

“Subject Securities<\/u>” means the MetLife Non-Cash Consideration and any
\nsecurities issued or issuable in respect of such MetLife Non-Cash Consideration
\nby way of conversion, exchange, stock dividend, split or combination,
\nrecapitalization, merger, consolidation, other reorganization or otherwise.<\/p>\n<\/p>\n

(b) The definitions of “Qualifying Event” and “Voluntary Sale”
\nshall be amended by (i) deleting the word “or” immediately preceding clause
\n(B) thereof and (ii) inserting the phrase “or (C) Disposition Demand, effected
\nby virtue of the exercise by the Disposition Demanding Member of the rights set
\nforth in Section 8.08(a)<\/u>” immediately following clause (B) thereof.<\/p>\n<\/p>\n

(c) Section 2.05(a) of the LLC Agreement shall be deleted in its
\nentirety and replaced with the following:<\/p>\n<\/p>\n

“The sole and exclusive purpose and business of the Company (the “Company
\nBusiness<\/u>“) is to directly or indirectly (a) hold, exercise rights with
\nrespect to and dispose of its investments in (i) ALICO, (ii) any other Entities
\ncreated in connection with the transactions contemplated or actions permitted
\nunder this Agreement or the MetLife Transaction Agreements and (iii) the MetLife
\nNon-Cash Consideration and (b) comply with its obligations and exercise or
\nenforce its rights under this Agreement and the MetLife Transaction Agreements.”\n<\/p>\n<\/p>\n

(d) Section 4.01(d) of the LLC Agreement shall be amended by
\n(i) deleting the word “or” at the end of clause (xiii) thereof, (ii) deleting
\nthe period at the end of clause (xiv) thereof and inserting a semi-colon in lieu
\nhereof, and (iii) inserting the following new clauses (xv) and (xvi):<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

“(xv) engaging in any activities other than (A) directly or indirectly
\nholding the MetLife Non-Cash Consideration, and exercising its rights with
\nrespect thereto and disposing thereof, (B) distributing the Net Proceeds (and
\nany other proceeds) received by the Company and its Subsidiaries pursuant to the
\nMetLife Transaction Agreements in accordance with Article V<\/u> and
\n(C) complying with its obligations and exercising or enforcing its rights under
\nthe MetLife Transaction Agreements; or<\/p>\n<\/p>\n

(xvi) transferring any Subject Securities to any Apollo Transferee (as
\ndefined in the MetLife Investor Rights Agreement).”<\/p>\n<\/p>\n

(e) Article VIII of the LLC Agreement shall be amended by inserting
\nthe following new Section 8.08 at the end thereof:<\/p>\n<\/p>\n

“Section 8.08 MetLife Demand Liquidity Event<\/u>.<\/p>\n<\/p>\n

(a) Prior to the Junior Preferred Payment, (A) with respect to the
\nFRBNY Member, for as long as the FRBNY Member owns any Junior Preferred Units,
\nthe FRBNY Member shall, at any time (i) during the Initial Period, upon prior
\nconsultation with, and during the 12-month period following the date of this
\nAgreement the prior concurrence of, the AIG Credit Facility Trust, be entitled
\nto make a Disposition Demand, and (ii) following the Initial Period, in its sole
\ndiscretion, be entitled to make a Disposition Demand and (B) with respect to the
\nMajority Junior Preferred Members, (i) during the Initial Period, the Majority
\nJunior Preferred Members shall not be entitled to make a Disposition Demand, and
\n(ii) following the Initial Period, the Majority Junior Preferred Members shall,
\nin their sole discretion, be entitled to make a Disposition Demand (each of the
\nFRBNY Member with respect to Section 8.08(a)(A)<\/u> and the Majority Junior
\nPreferred Members with respect to Section 8.08(a)(B),<\/u> a “Disposition
\nDemanding Member<\/u>“). A “Disposition Demand<\/u>” means that a Disposition
\nDemanding Member may require the Company, from time to time, in one or more
\ntransactions, to sell, transfer or otherwise dispose of Subject Securities;
\nprovided<\/u> that (x) no Disposition Demand shall require the Company to
\nsell, transfer or otherwise dispose of Subject Securities where the Net Proceeds
\nare reasonably expected to be more than an amount equal to the sum of the Senior
\nLiquidation Preference and the Junior Liquidation Preference and (y) each
\nDisposition Demand shall be undertaken in a manner that is not in conflict with
\nand, if applicable, subject to the terms and conditions of, the MetLife<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

Transaction Agreements (and with the Company using its best efforts to
\nexercise its rights thereunder) and applicable law. Notwithstanding anything
\nherein to the contrary including, but not limited to, Section 5.04 hereof, in
\nconnection with any such Disposition Demand, the Company shall not be required
\nto distribute any proceeds of such Disposition Demand.<\/p>\n<\/p>\n

(b) Each Disposition Demand shall be made by written notice to the
\nCompany specifying (i) the amount of Subject Securities that are the subject of
\nsuch Disposition Demand (or the target Net Proceeds thereof), (ii) the method of
\ndisposition of the Subject Securities (including, if applicable, pursuant to a
\nregistered offering pursuant to the MetLife Investor Rights Agreement), the
\nterms of which method of disposition shall be, subsequently, mutually agreed to
\nin good faith by the Company and the Disposition Demanding Member and (iii) such
\nother information as the Disposition Demanding Member deems necessary or
\nappropriate.<\/p>\n<\/p>\n

(c) In connection with any disposition of Subject Securities that
\ninvolves a public offering, including a Disposition Demand, a Majority in
\nInterest of the Junior Preferred Members shall have the right to appoint one of
\nthe global coordinators (who shall also serve as lead book-running managers) for
\nsuch public offering.”<\/p>\n<\/p>\n

(f) Sections 3.02(c), 4.01(d)(v) and 5.06(a) of the LLC Agreement
\nshall be of no further force or effect,<\/p>\n<\/p>\n

Section 4. Governing Law.<\/u> This Amendment shall be
\ngoverned by and n accordance with the laws of the State of Delaware.<\/p>\n<\/p>\n

Section 5. Effect of Amendment.<\/u> Except as expressly set
\nforth herein, the amendments contained herein shall not constitute an amendment
\nor waiver of any provision of the LLC Agreement, and the provisions of the LLC
\nAgreement, as amended hereby, shall remain in full force and effect. Each
\nreference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
\nreference and each reference to “this Agreement” and each other similar
\nreference contained in the LLC Agreement shall from and after the date hereof
\nrefer to the LLC Agreement as amended hereby.<\/p>\n<\/p>\n

Section 6. Counterparts; Effectiveness.<\/u> This Amendment
\nmay be executed in any number of counterparts, each of which shall be an
\noriginal, with the same effect as if the signatures thereto and hereto were upon
\nthe same<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

instrument. This Amendment shall become effective as of the execution and
\ndelivery of the Stock Purchase Agreement by each party thereto.<\/p>\n

\n

[Remainder of this page intentionally left blank]<\/em>\n<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
\nthe day and year first above written.<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n

THE COMPANY<\/u>:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

ALICO HOLDINGS LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Brian T. Schreiber<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name: Brian T. Schreiber<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title: Manager<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

THE COMMON MEMBER<\/u>:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

AMERICAN INTERNATIONAL GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Brian T. Schreiber<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name: Brian T. Schreiber<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title: Senior Vice President of Strategic Planning<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

THE SENIOR PREFERRED MEMBER<\/u>:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

FEDERAL RESERVE BANK OF NEW YORK<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sarah Dahlgren<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name: Sarah Dahlgren<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title: Executive Vice President<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

THE JUNIOR PREFERRED MEMBER<\/u>:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

FEDERAL RESERVE BANK OF NEW YORK<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sarah Dahlgren<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name: Sarah Dahlgren<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title: Executive Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SECOND AMENDED AND
\nRESTATED LIMITED LIABILITY
\nCOMPANY AGREEMENT OF ALICO HOLDINGS LLC<\/u><\/p>\n

\n

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