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VOTING AND TENDER AGREEMENT
VOTING AND TENDER AGREEMENT, dated as of April 26, 2001 (this
"AGREEMENT"), by and among the individuals listed on Schedule 1 attached hereto,
(hereinafter sometimes referred to collectively as the "PRINCIPAL STOCKHOLDERS"
or individually as a "PRINCIPAL STOCKHOLDER"), Swiss Re Life & Health America
Holding Company, a Delaware corporation ("PARENT" or "SWISS RE"), and SW
HOLDINGS INC., a Delaware corporation ("PURCHASER") and, for purposes of Section
8 only, SOUTHWESTERN LIFE HOLDINGS, INC. (the "COMPANY").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, Parent,
Purchaser and the Company have entered into an Agreement and Plan of Merger (the
"MERGER AGREEMENT"), pursuant to which Purchaser has agreed, among other things,
to commence a cash tender offer (as such tender offer may hereafter be amended
from time to time, the "OFFER") to purchase all of the issued and outstanding
shares of common stock of the Company, par value $.01 per share (the "COMMON
SHARES"), with such tender offer to be followed by the merger of Purchaser with
and into the Company (the "MERGER");
WHEREAS, as of the date hereof, the Principal Stockholders are the
record and beneficial owners of the number of Shares listed opposite each such
Principal Stockholder's name on Schedule 1; and
WHEREAS, as a condition to the willingness of Parent and Purchaser to
enter into the Merger Agreement, each of the Parent and Purchaser has required
that each of the Principal Stockholders agree, and in order to induce Parent and
Purchaser to enter into the Merger Agreement, each of the Principal Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained herein
and in the Merger Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used and not defined
herein shall have the respective meanings ascribed to them in the Merger
Agreement. In addition, for purposes of this Agreement:
"AFFILIATE" means, when used with respect to any Person, any other
Person directly or indirectly through one or more intermediaries controlling,
controlled by, or under common control with such Person. As used in the
definition of "Affiliate," the term "CONTROL" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
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"BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities means having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all Affiliates of such Person and all other Persons with whom such Person would
constitute a "group" within the meaning of Section 13(d) of the Exchange Act and
the rules promulgated thereunder.
"EXCHANGE ACT" means the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, as amended.
"GOVERNMENTAL ENTITY" means any foreign, federal, state, municipal or
other court, administrative agency, commission or other governmental or
regulatory body or authority or instrumentality or political subdivision,
including tribal bodies, or any official thereof.
"OWNED SHARES" means, with respect to a Principal Stockholder, the
Common Shares Beneficially Owned or held of record by the Principal Stockholder
on the date hereof or which may hereafter be acquired by the Principal
Stockholder.
"OPTIONS" means, with respect to a Principal Stockholder, the
outstanding options to acquire Common Shares now owned or which may hereafter be
acquired by the Principal Stockholder.
"PERSON" or "PERSONS" means any natural person, firm, corporation,
business trust, joint venture, joint stock company, incorporated or
unincorporated association, company, partnership, limited liability company or
other entity, or any Governmental Entity, or any agency or political subdivision
thereof, and shall include any successor (by merger or otherwise) of such
entity.
"REPRESENTATIVE" means, with respect to any Person, such Person's
officers, directors, employees, agents and representatives (including any
investment banker, financial advisor, accountant, attorney, or expert retained
by or acting on behalf of such Person or its subsidiaries).
"TRANSFER" means, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or understanding,
whether or not in writing, to effect any of the foregoing. As a verb, "TRANSFER"
shall have a correlative meaning.
2. TENDER OF OWNED SHARES. Each of the Principal Stockholders
hereby agrees to validly tender, or cause the Record Holder (as defined below)
to validly tender, all of his, her or its Owned Shares pursuant to and in
accordance with the Offer prior to the expiration of the Offer, and not to
withdraw or permit to be withdrawn any Owned Shares therefrom. Notwithstanding
the foregoing, no Principal Stockholder shall be required to tender Owned
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Shares in the Offer and, if such Principal Stockholder has tendered Owned
Shares, shall be permitted to withdraw Owned Shares, if this Agreement has been
terminated in accordance with Section 10 hereof.
3. VOTING OF OWNED SHARES. During the period commencing on the date
hereof and continuing until the earlier of (x) the consummation of the Offer or
(y) the termination of this Agreement in accordance with Section 10 hereof, each
of the Principal Stockholders hereby agree as follows:
(a) ATTENDANCE AT MEETINGS. At any annual or special meeting
of the stockholders of the Company (including any adjournment thereof),
however called, or in connection with any written consent of the
stockholders of the Company, at which or in which matters relating to
the Merger, the Merger Agreement or any transaction contemplated thereby
are considered, the Principal Stockholder shall appear, or cause the
holder of record on any applicable record date with respect to any Owned
Shares of the Principal Stockholder (the "RECORD HOLDER") to appear, at
each such meeting, in person or by proxy, or otherwise cause the Owned
Shares to be counted as present thereat for the purposes of establishing
a quorum.
(b) VOTING. At any meeting of the stockholders of the
Company, however called, and in any action by consent of the
stockholders of the Company, the Principal Stockholder shall vote, or
cause the Record Holder to vote, the Owned Shares (to the extent such
Person also has the right to vote such Owned Shares) of the Principal
Stockholder: (i) in favor of the Merger, the Merger Agreement (as
amended from time to time) and the transactions contemplated by the
Merger Agreement and (ii) against any Acquisition Proposal (as defined
in the Merger Agreement) or any other action or agreement that is
intended or which reasonably could be expected to (x) result in a breach
of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement, (y) result in any
of the conditions to the Company's obligations under the Merger
Agreement not being fulfilled or (z) impede, interfere with, delay,
postpone or materially adversely affect the Merger and the transactions
contemplated by the Merger Agreement; provided, however that nothing in
this Section 3(b) shall prevent such Principal Stockholder from voting
in favor of any Acquisition Proposal if this Agreement has been
terminated in accordance with Section 10 hereof.
4. ACKNOWLEDGMENT. The Principal Stockholders hereby acknowledge
the receipt and review of a copy of the Merger Agreement.
5. TERMINATION OF AGREEMENTS. Each of the Principal Stockholders
hereby agree that, prior to or at the Effective Time, it shall use its
commercially reasonable efforts to terminate or cause to be terminated all
agreements between the Company or any Subsidiary of the Company, on the one
hand, and the Principal Stockholder or any of its controlled Affiliates, on the
other hand, on terms and conditions mutually agreeable to Parent, the Company
and such Principal Stockholder. Notwithstanding the foregoing, nothing in this
Section 5 shall be construed to obligate the Principal Stockholder to cause to
be terminated any
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agreement between such Principal Stockholder or one of its controlled
Affiliates, on the one hand, and the Company, on the other hand, (i) to the
extent that such agreement was entered into in the ordinary course of business
and (ii) to the extent that such agreement provides indemnification for the
benefit of such Principal Stockholder or its Affiliates.
6. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDERS.
Each Principal Stockholder hereby represents and warrants to Parent and
Purchaser, as follows:
(a) EXISTENCE. If the Principal Stockholder is other than a
natural Person, such Principal Stockholder has been duly organized and
is validly existing and in good standing under the laws of the
jurisdiction of its organization.
(b) POWER AND AUTHORITY. The Principal Stockholder has all
necessary power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions
contemplated hereby, and the execution, delivery and performance of this
Agreement by the Principal Stockholder and the consummation by the
Principal Stockholder of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of the Principal
Stockholder, and no other proceedings on the part of the Principal
Stockholder are necessary to authorize the execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated hereby.
(c) EXECUTION. This Agreement has been duly and validly
executed and delivered by the Principal Stockholder and, assuming the
valid authorization, execution and delivery of this Agreement by the
other parties hereto, constitutes a legal, valid and binding obligation
of the Principal Stockholder, enforceable against the Principal
Stockholder in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting creditors' rights generally or by general
principles governing the availability of equitable remedies.
(d) NO CONFLICT. None of the execution and delivery of this
Agreement by the Principal Stockholder, the consummation by the
Principal Stockholder of the transactions contemplated hereby or
compliance by the Principal Stockholder with any of the provisions
hereof shall (i) conflict with or violate the certificate of
incorporation, or other organizational documents, of the Principal
Stockholder, (ii) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or
provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, lease, permit, franchise, arrangement,
understanding, agreement or other instrument or obligation of any kind
to which the Principal Stockholder is a party or by which the Principal
Stockholder or any of its properties or assets (including the Owned
Shares) may be bound, or (iii) violate any order, writ, injunction,
decree, judgment, law, statute, rule, regulation or administrative or
arbitral order applicable to the Principal Stockholder or any of its
properties or assets, excluding from the foregoing such violations,
breaches or
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defaults which could not reasonably be expected to, individually or in
the aggregate, have a material adverse effect on the Company or
Principal Stockholder or which would not materially impair the ability
of the Company or Principal Stockholder to consummate the transactions
contemplated hereby.
(e) NO CONSENTS OR APPROVALS. The execution and delivery of
this Agreement by the Principal Stockholder does not, and the
performance of this Agreement by the Principal Stockholder shall not,
require any consent, approval, authorization or permit of, or filing
with or notification to, any court or arbitrator or any Governmental
Entity, except for applicable requirements, if any, of the Exchange Act,
and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications,
could not reasonably be expected to prevent or delay the performance by
the Principal Stockholder of its obligations under this Agreement.
(f) TITLE TO THE OWNED SHARES. The Principal Stockholder is
the Beneficial Owner or holder of record of the Owned Shares listed
opposite its name on Schedule 1 hereto. Such Owned Shares are all the
securities of the Company either Beneficially Owned or owned of record
by the Principal Stockholder as of the date hereof and the Principal
Stockholder owns no other rights or interests exercisable for or
convertible into any securities of the Company. Such Owned Shares are
owned free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on the
Principal Stockholder's voting rights, charges and other encumbrances of
any nature whatsoever except, with respect to the Options, the option
plans and agreements pursuant to which such options were issued. The
Principal Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Owned
Shares.
(g) CONTINUOUS OWNERSHIP. Schedule 2 sets forth the
respective dates of acquisition of the Owned Shares by the Principal
Stockholder. The Principal Stockholder has Beneficially Owned the Owned
Shares since the respective dates of acquisition of such Owned Shares as
set forth on Schedule 2 and has not disposed of any Owned Shares since
such respective acquisition dates.
7. COVENANTS.
(a) NO INCONSISTENT AGREEMENTS. The Principal Stockholders
hereby covenant and agree that, except as contemplated by this
Agreement, they shall not enter into any agreement, arrangement or
understanding with, or grant a proxy or power of attorney to, any Person
(other than Parent or Purchaser) with respect to the Owned Shares which
would prevent the Company or the Principal Stockholders from complying
with their obligations under this Agreement.
(b) RESTRICTION ON TRANSFER; PROXIES. The Principal
Stockholders hereby covenant and agree that, until this Agreement is
terminated in accordance with Section 10 hereof, the Company and
Principal Stockholders shall not, directly or indirectly: (i) except for
tendering such Owned Shares in the Offer as provided in
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Sections 2 hereof, Transfer (whether by operation of law, by agreement
or otherwise) to any Person all or any portion of the Owned Shares and
shall not cause any security interests, liens, claims, pledges, charges,
encumbrances, options, rights of first refusals, agreements or other
limitations on such Principal Stockholder's voting rights, to attach to
the Owned Shares to be tendered to Purchaser pursuant to Section 2
hereof or to the Options or any Owned Shares issuable thereunder; or
(ii) grant any proxies or powers of attorney (other than to Parent or
Purchaser), deposit any Owned Shares into a voting trust or enter into a
voting agreement, understanding or arrangement with respect to such
Owned Shares. Notwithstanding the foregoing, the Principal Stockholders
may transfer any or all of their Owned Shares to one or more of their
Affiliates; provided that, prior to effecting such Transfer, each such
Affiliate shall agree in writing to be bound by the terms and conditions
of this Agreement pursuant to an instrument, in form and substance
reasonably satisfactory to Parent and Purchaser.
(c) NO SOLICITATION. From the date hereof until the
consummation of the Offer or the termination of this Agreement in
accordance with its terms, each Principal Stockholder (i) shall
immediately terminate any discussions with any third party concerning an
Acquisition Proposal and (ii) shall not, and shall not permit any of its
Representatives to, directly or indirectly, (A) encourage, solicit,
initiate or knowingly facilitate any inquiries or the making of any
proposal or offer with respect to an Acquisition Proposal, (B)
participate in any discussions or negotiations with, or provide any
information to, or otherwise take any other action to assist or
facilitate any Person or group (other than Parent or Purchaser or any
Affiliate or associate of Parent or Purchaser) concerning any
Acquisition Proposal, (C) enter into an agreement with any Person, other
than Parent or Purchaser, providing for a possible Acquisition Proposal
or (D) make or authorize any statement, recommendation or solicitation
in support of any possible Acquisition Proposal by any Person, other
than by Parent or Purchaser. Notwithstanding the foregoing, the
Principal Stockholders or any of their Representatives may take any such
actions in the Principal Stockholders' or any of their Representatives'
capacity as a director or officer of the Company to the extent permitted
pursuant to and in strict accordance with the terms of the Merger
Agreement.
(d) NOTIFICATION. The Company and the Principal Stockholders
hereby agree to notify Parent promptly of the number of any additional
Shares and the number and type of any other shares of capital stock
acquired by it, if any, after the date hereof.
8. STOP TRANSFER. The Principal Stockholders shall not request that
the Company or the Company's transfer agent register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Owned Shares, unless such transfer is made in compliance with this Agreement.
The Company agrees to take all action reasonably necessary, including the
delivery of stop-transfer or other similar instructions to its transfer agent,
to ensure compliance by the Principal Stockholders with the foregoing.
9. [INTENTIONALLY OMITTED].
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10. TERMINATION. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earlier of (a) the date upon
which the Parent shall have purchased and paid for all of the Owned Shares of
the Principal Stockholders in accordance with the Offer and (b) the date upon
which the Merger Agreement is terminated in accordance with its terms; provided,
however, that if the Merger Agreement is terminated by Parent pursuant to
Section 9.1(b)(i) (due to a failure of the condition set forth in paragraph e of
Annex A to the Merger Agreement) or Section 9.1(b)(v) of the Merger Agreement,
or by the Company under Section 9.1(b)(vi) of the Merger Agreement, the
Agreement shall not terminate unless and until the Termination Fee is paid by
the Company.
11. MISCELLANEOUS.
(a) [INTENTIONALLY OMITTED].
(b) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof.
(c) COSTS AND EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses.
(d) ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties and
their respective successors, personal or legal representatives,
executors, administrators, heirs, distributees, devisees, legatees and
permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either party
(whether by operation of law or otherwise) without the prior written
consent of the other party; PROVIDED, that Parent and Purchaser may
assign their respective rights and obligations hereunder to any direct
or indirect Subsidiary of Parent which is an assignee of such parties'
rights and obligations under the Merger Agreement, but no such
assignment shall relieve Parent or Purchaser, as the case may be, of its
obligations hereunder. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any rights, benefits
or remedies of any nature whatsoever under or by reason of this
Agreement.
(e) AMENDMENTS; WAIVER. This Agreement may not be amended,
changed, supplemented or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by each of
the parties hereto. The parties may waive compliance by the other
parties hereto with any representation, agreement or condition otherwise
required to be complied with by such other party hereunder, but any such
waiver shall be effective only if in writing executed by the waiving
party.
(f) NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed given upon (i) transmitter's
confirmation of a receipt of a
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facsimile transmission, (ii) confirmed delivery by a standard overnight
carrier or when delivered by hand or (iii) the expiration of five (5)
business days after the day when mailed by certified or registered mail,
postage prepaid, addressed at the following addresses (or at such other
address for a party as shall be specified by like notice):
If to Parent or Purchaser:
Swiss Re Life & Health America Holding Company
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
Attention: W. Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
Copy to: Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
If to the Company, to:
Southwestern Life Holdings, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
and
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
If to a Principal Stockholder, to such address set forth on their respective
signature page to this Agreement:
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or, in each case, to such other address or facsimile number as the Person to
whom notice is given shall have previously furnished to the others in writing in
the manner set forth above.
(g) SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without affecting the validity or enforceability of the
remaining provisions hereof. Any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. If any provision of this Agreement
is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
(h) SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this
Agreement, each non-breaching party would be irreparably and immediately
harmed and could not be made whole by monetary damages. It is
accordingly agreed that the parties hereto (a) will waive, in any action
for specific performance, the defense of adequacy of a remedy at law and
(b) shall be entitled, in addition to any other remedy to which they may
be entitled at law or in equity, to compel specific performance of this
Agreement.
(i) REMEDIES. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party. The
failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver
by such party of its right to exercise any such or other right, power or
remedy or to demand such compliance.
(j) DIRECTORS' FIDUCIARY DUTIES. Notwithstanding anything
herein to the contrary, nothing set forth herein shall in any way
restrict any director, officer or employee in the exercise of his
fiduciary or other duties as a director, officer or employee of the
Company.
(k) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.
(l) JURISDICTION. Each party to this agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this agreement or any agreements or transactions
contemplated hereby shall be brought in the courts of the state of
Delaware or the United states of America for the District of Delaware
and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes
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thereof and expressly waives any claim of improper venue and any claim
that such courts are an inconvenient forum.
(m) WAIVER OF JURY TRIAL. Parent, Purchaser, Company, and
the Principal Stockholders hereby irrevocably waive, to the fullest
extent permitted by law, all rights to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this agreement or any of the
transactions contemplated hereby.
(n) HEADINGS; INTERPRETATION. The descriptive headings used
herein are inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or interpretation of
this Agreement. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.
"Include," "includes," and "including" shall be deemed to be followed by
"without limitation" whether or not they are in fact followed by such
words or words of like import.
(o) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all
of which, taken together, shall constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Company, Parent, Purchaser and the Principal
Stockholders have caused this Agreement to be duly executed as of the day and
year first above written.
SOUTHWESTERN LIFE HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Date: April 26, 2001 Name: Xxxxx X. Xxxxx
------------------ Its: Senior Vice President and General Counsel
SW HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Date: April 26, 2001 Its: President
------------------
SWISS RE LIFE & HEALTH AMERICA
HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Date: April 26, 2001 Name: Xxxxxxx X. Xxxxxx
------------------ Its: Chief Executive Officer
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XXXXX'X DOCK, L.L.C.
By: /s/ Xxxxx X. Xxxxx III
-------------------------------
Name: Xxxxx X. Xxxxx III
Its: Managing Director
INVERNESS/PHOENIX PARTNERS LP
By: Inverness/Phoenix Capital LLC
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: X.X. XXXXX LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxx III
---------------------------
Name: Xxxxx X. Xxxxx III
Its: Managing Member
EXECUTIVE CAPITAL PARTNERS I LP
By: Inverness/Phoenix Capital LLC
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: X.X. XXXXX LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxx III
---------------------------
Name: Xxxxx X. Xxxxx III
Its: Managing Member
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INVERNESS/PHOENIX CAPITAL LLC
By: Inverness Management Fund I LLC
Its: Managing Member
By: X.X. XXXXX LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxx III
---------------------------
Name: Xxxxx X. Xxxxx III
Its: Managing Member
/s/ Xxxxx X. Xxxxx III
---------------------------
Xxxxx X. Xxxxx III
Address: 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000
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SLM Investment, LP
By: /s/ Xxxx Xxxxxx
------------------
Name: Xxxx Xxxxxx
Its: General Partner
Xxxxxx Xxxxxx Investments, Ltd.
By: JTS Management, L.L.C., its General Partner
By: /s/ Xxxx Xxxxxx
------------------
Name: Xxxx Xxxxxx
Its: President
JTS Family Limited Partnership #14
By: JTS Management, L.L.C., its General Partner
By: /s/ Xxxx Xxxxxx
------------------
Name: Xxxx Xxxxxx
Its: President
/s/ Xxxx Xxxxxx
------------------
Xxxx Xxxxxx
Address: 0000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
15
/s/ Xxxxxxx Xxxxxxxx
-----------------------
Xxxxxxx Xxxxxxxx
Address: 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxx 00000
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SCHEDULE 1
PRINCIPAL STOCKHOLDERS
----------------------------------------------------------------------------------------------
NAME OWNED SHARES OPTIONS
---- ------------ -------
----------------------------------------------------------------------------------------------
Inverness/Phoenix Capital LLC 8,000 0
----------------------------------------------------------------------------------------------
Xxxxx'x Dock, LLC 530,257 0
----------------------------------------------------------------------------------------------
Inverness/Phoenix Partners, LP 2,450,961 0
----------------------------------------------------------------------------------------------
Executive Capital Partners I, L.P. 82,477 0
----------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx, III 0 0
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx 1,600,000 300,000
----------------------------------------------------------------------------------------------
SLM Investment, LP 12,000 0
----------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Investments, Ltd. 4,000 0
----------------------------------------------------------------------------------------------
JTS Family Limited Partnership #14 224,000 0
----------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 0 180,600
----------------------------------------------------------------------------------------------
Totals: 4,911,695 480,600
----------------------------------------------------------------------------------------------
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SCHEDULE 2
PRINCIPAL STOCKHOLDER
SUMMARY OF ACQUISITION OF
HOLDINGS OF SOUTHWESTERN LIFE HOLDINGS, INC.
-------------------------------------------------------------------------------------------------------------------
Acquired 6/13/00 Acquired 6/15/00 Acquired 6/21/00
-------------------------------------------------------------------------------------------------------------------
Inverness/Phoenix Capital LLC 8,000 - -
-------------------------------------------------------------------------------------------------------------------
Xxxxx'x Dock, LLC 530,257 - -
-------------------------------------------------------------------------------------------------------------------
Inverness/Phoenix Partners, LP 2,194,918 228,574 27,470
-------------------------------------------------------------------------------------------------------------------
Executive Capital Partners I, L.P. 73,788 7,756 932
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx, III - - -
-------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx 1,600,000 - -
-------------------------------------------------------------------------------------------------------------------
SLM Investment, LP 12,000 - -
-------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Investments, Ltd. 4,000 - -
-------------------------------------------------------------------------------------------------------------------
JTS Family Limited Partnership #14 224,000 - -
-------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx - - -
-------------------------------------------------------------------------------------------------------------------
