CREDIT SUISSE GROUP
STOCK PURCHASE AGREEMENT
LETTER AMENDMENT
October 6, 2000
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
AXA
c/o AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
The Equitable Life Assurance Society of the United States
c/o AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
AXA Participations Belgium
c/o AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
Ladies and Gentlemen:
We refer to the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of August 30, 2000 among Credit Suisse Group, AXA, AXA
Financial, Inc., The Equitable Life Assurance Society of the United States and
AXA Participations Belgium. Capitalized terms used but not otherwise defined
herein shall have the respective meanings given such terms in the Stock Purchase
Agreement.
1. Financial and Purchaser hereby agree in accordance with
Section 2.03 of the Stock Purchase Agreement that the Closing shall be held on
the later to occur of (a) November 3, 2000 and (b) satisfaction or waiver of all
other conditions to the obligations of the parties set forth in Article VI of
the Stock Purchase Agreement.
2. Each of the parties to this Letter Amendment hereby agrees
to amend and restate Section 6.02(a) and (c) of the Stock Purchase Agreement as
follows:
(a) "(a) Representations and Warranties. The representations
and warranties of Purchaser contained in Article IV in this Agreement shall be
true and correct as of
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5:00 p.m., New York City time, on October 6, 2000 with the same force and effect
as if made as of 5:00 p.m., New York City time, on October 6, 2000, other than
such representations and warranties as are made as of another date, which shall
be true and correct as of such date, except, in each case, where the failure of
such representation or warranty to be true and correct (without giving effect to
any limitation as to "materiality" or "Material Adverse Effect" set forth
therein) would not have a Material Adverse Effect on Purchaser, and the Sellers
shall have received a certificate to such effect signed by a duly authorized
officer of Purchaser;" and
(b) "(c) Purchaser Material Adverse Effect. No Purchaser
Material Adverse Effect shall have occurred as of 5:00 p.m., New York City time,
on October 6, 2000."
3. Each of the parties to this Letter Amendment hereby further
agrees to amend and restate Section 6.03(a) and (c) of the Stock Purchase
Agreement as follows:
(a) "(a) Representations and Warranties. The representations
and warranties (i) of the Sellers contained in Article III of this Agreement
shall be true and correct in all material respects as of 5:00 p.m., New York
City time, on October 6, 2000 with the same force and effect as if made as of
5:00 p.m., New York City time, on October 6, 2000, other than such
representations and warranties as are made as of another date, which shall be
true and correct in all material respects as of such date, and (ii) of the
Company contained in Article IV of the Merger Agreement shall be true and
correct as of 5:00 p.m., New York City time, on October 6, 2000 with the same
force and effect as if made as of 5:00 p.m., New York City time, on October 6,
2000, other than such representations and warranties as are made as of another
date, which shall be true and correct as of such date, except in the case of
this clause (ii) where the failure to be so true and correct would not have a
Material Adverse Effect on the Company (without, in the case of clause (i) and
(ii), giving effect to any limitation as to "materiality" or "Material Adverse
Effect" set forth therein), and Purchaser shall have received a certificate to
such effect signed by a duly authorized officer of each Seller;" and
(b) "(c) Company Material Adverse Effect. No Company Material
Adverse Effect shall have occurred as of 5:00 p.m., New York City time, on
October 6, 2000."
4. Purchaser hereby agrees that following commencement of the
transfers contemplated by paragraph 3 of the Letter Amendment to the Merger
Agreement dated as of the date hereof (the "Merger Agreement Letter Amendment")
among Purchaser, Merger Sub and the Company, the amendments set forth in
paragraphs 2, 3, and 5 hereof shall become effective, and following such time
and its receipt of the certificate described in paragraph 2 of the Merger
Agreement Letter Amendment, the conditions set forth in Section 6.03(a)(ii) and
(c) of the Stock Purchase Agreement shall be deemed satisfied.
5. Each of the parties to this Letter Amendment hereby agrees
to amend and restate Section 7.01(d) of the Stock Purchase Agreement as follows:
"(d) by (i) Purchaser if a Company Material Adverse Effect
shall have occurred on or prior to 5:00 p.m., New York City time, on October 6,
2000, or (ii) Financial if a Purchaser Material Adverse Effect shall have
occurred on or prior to 5:00 p.m., New York City time, on October 6, 2000; or"
<PAGE>
6. Each of the parties to this Letter Amendment hereby agrees
to amend the Stock Purchase Agreement to add the following:
"SECTION 8.13 Equitable Holdings LLC. Notwithstanding anything
to the contrary herein, Equitable Holdings LLC, a New York limited liability
company and a wholly-owned subsidiary of Equitable, is the registered and
beneficial owner of, and has good title to, the number of Shares set forth next
to Equitable's name on Schedule A hereto. For purposes of the accuracy of any
representation and warranty or compliance with any covenant or agreement of
Equitable contained herein, such representation or warranty shall be deemed
given by Equitable and Equitable Holdings LLC and such covenant or agreement
shall be deemed to be an obligation of Equitable and Equitable Holdings LLC, in
each case as applicable in light of the immediately preceding sentence.
Notwithstanding anything to the contrary herein, nothing shall relieve Equitable
from its obligations under this Agreement without giving effect to this Section
8.13 if Equitable Holdings LLC shall breach any representation, warranty,
covenant, or other agreement applicable to it as a result of this Section 8.13."
7. (a) Purchaser will be deemed to consent to, and will cause
Merger Sub to consent to, the Company acquiring an assuming all advances,
commitments or other extensions of credit of The Equitable Life Assurance
Society of the United States or its affiliates (other than the Company and its
subsidiaries), as reflected in Schedule A hereto, under the Amended and Restated
Equitable Credit Facility dated as of March 1, 1994 among The Equitable Life
Assurance Society of the United States, Equitable Variable Life Insurance
Company, the Company, DLJ Investment Inc., DLJ Capital Corporation and DLJ
Bridge Finance Inc., as amended to the date hereof (the "Equitable Bridge
Facility"), by paying to such parties all principal outstanding, and accrued and
unpaid interest thereon, and any fees or other similar amounts due as of the
date of such payment under the Equitable Bridge Facility or related credit
agreements by 10:00 a.m., New York City time, on November 15, 2000; and (b)
Purchaser agrees to use its reasonable best efforts to cause the Company to pay
such amounts by 10:00 a.m., New York City time, on November 15, 2000 and agrees
that thereafter such facility shall terminate and be of no further force and
effect or that The Equitable Life Assurance Society of the United States and its
affiliates (other than the Company and its subsidiaries) shall cease to be
parties to such facility and shall have no further obligations thereunder.
This Letter Amendment shall be governed by and construed in
accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed in that State.
<PAGE>
CREDIT SUISSE GROUP
By: /s/ Richard E. Thornburgh
-------------------------------
Name: Richard E. Thornburgh
Title: Attorney-in-Fact
By: /s/ Joseph T. McLaughlin
-------------------------------
Name: Joseph T. McLaughlin
Title: Attorney-in-Fact
Consented to and acknowledged
as of the above date:
AXA
By: /s/ Gerard de la Martiniere
------------------------------------
Name: Gerard de la Martiniere
Title: Chief Financial Officer
AXA FINANCIAL, INC.
By: /s/ Stanley B. Tulin
------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman and
Chief Financial Officer
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Stanley B. Tulin
------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman and
Chief Financial Officer
AXA PARTICIPATIONS BELGIUM
By: /s/ Gerard de la Martiniere
------------------------------------
Name: Gerard de la Martiniere
Title: Attorney-in-Fact
<PAGE>
Schedule A
Loans and Commitments under Equitable Bridge Facility
-----------------------------------------------------
($ millions)
Equitable
Funding Amount
Funded Entity/Industry Date Funded
---------------------- ---- ------
UIH Funding, Inc. Apr-99 $101.8
Broadband Communications
Citation Funding, Inc. Dec-99 65.8
Manufacturing-Steel Castings
Tin Funding, Inc. (United Biscuit) Apr-00 125.2 (UK pound loan)
Food
Formus Funding, Inc. May-00 15.5
Comm.-European wireless CLEC
Alfa Laval Funding, Inc. Aug-00 95.9 (EURO loan)
Manufacturing-Fluid Separation
Commitments as of 9/28/00
Independent Wireless One $85.0
Wireless Communications
