Exhibit 4.6
AMENDMENT NO. 1 TO
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT is
entered into this 30th day of November, 2001, by and among Ceres Group, Inc., a
Delaware corporation (the "Company"), and the persons and entities set forth on
the signature page attached hereto.
WHEREAS, the Company and certain individuals and entities are parties
to an Amended and Restated Voting Agreement, dated July 25, 2000 (the "Voting
Agreement"), pursuant to which the parties regulated certain aspects of their
relationship as holders of common stock, par value $0.001 per share, of the
Company;
WHEREAS, Turkey Vulture Fund XIII, Ltd., an Ohio limited liability
company (the "Fund"), a party to the Voting Agreement, wishes to be released
from all provisions of the Voting Agreement and to relinquish all rights it has
thereunder, including any rights it may have to a board seat;
WHEREAS, Xxxxx X. Xxxx, Xx. and Xxxxx Xxxx (together, the "Hills"),
parties to the Voting Agreement, wish to be released from all provisions of the
Voting Agreement; and
WHEREAS, the Company and the parties listed on the signature parties
hereto representing the Required Holders (as defined in the Voting Agreement)
have agreed to amend the Voting Agreement to release the Fund and the Hills from
the Voting Agreement.
NOW, THEREFORE, in consideration of the agreements and covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:
1. Pursuant to Section 4.2 of the Voting Agreement, the Company and the
Required Holders hereby agree to release the Fund and the Hills from the Voting
Agreement.
2. The Fund hereby agrees to relinquish all rights it has under the
Voting Agreement.
3. Each of the Hills hereby agrees to relinquish all rights each has
under the Voting Agreement.
4. The parties agree that Section 2.1(a)(iii) is deleted in its
entirety and is of no further force and effect. The parties also agree that any
reference to "Xxxxxxx," the "Xxxxxxx Group" and the "Xxxxxxx Group Closing Date"
in the Voting Agreement are deleted in their entirety.
5. The Company agrees that, upon written request by the Fund or the
Hills, it shall inform the Company's transfer agent that the legend applicable
to the Voting Agreement may be removed from any applicable stock certificate
held by the Fund or the Hills.
6. All questions concerning the construction, validity and
interpretation of this Amendment No. 1 to the Voting Agreement, and the
performance of the obligations imposed by this Amendment No. 1, shall be
governed by the laws of the State of Ohio applicable to contracts made and
wholly performed in that state.
7. Except as specifically provided herein, all other terms of the
Voting Agreement shall apply and shall remain unmodified and in full force and
effect.
IN WITNESS WHEREOF, the parties hereby execute this Amendment No. 1 to the
Voting Agreement as of the date set forth above.
CERES GROUP, INC.
/s/ Xxxxx X. Xxxxxx
------------------------------------------
By: Xxxxx X. Xxxxxx
Its: Chairman, CEO and President
TURKEY VULTURE FUND XIII, LTD.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Manager
/s/ Xxxxx X. Xxxx, Xx.
------------------------------------------
Xxxxx X. Xxxx, Xx.
/s/ Xxxxx Xxxx
------------------------------------------
Xxxxx Xxxx
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED VOTING AGREEMENT
CONSENT OF THE REQUIRED HOLDERS
INTERNATIONAL MANAGED CARE
(BERMUDA), L.P.
By: Insurance Partner Offshore (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda)
MGP, L.P., its general partner
By: Insurance GenPar (Bermuda)
MGP, Ltd., its general Partner
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
INTERNATIONAL MANAGED CARE, LLC
By: Insurance Partner, L.P.,
its managing member
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general Partner
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
/s/ Xxxxx X. Xxxxxx
-----------------------------------------------------------
XXXXX X. XXXXXX
CASTLE CREEK CAPITAL PARTNERS
FUND IIa, LP
By: Castle Creek Capital, LLC, its general partner
/s/ Xxxxxxx X. Xxx
-------------------------------------------------------
By: Xxxxxxx X. Xxx
Title: Executive Vice President
CASTLE CREEK CAPITAL PARTNERS
FUND IIb, LP
By: Castle Creek Capital, LLC, its general partner
/s/ Xxxxxxx X. Xxx
-------------------------------------------------------
By: Xxxxxxx X. Xxx
Title: Executive Vice President
