EXHIBIT 99.6
WAIVER
Reference is made to the Voting Agreement (the "Agreement") dated as of
February 20, 2002, as amended March 1, 2002 and further amended by Amendment No.
2 dated as of January 27, 2003 and Amendment No. 3 dated as of March 12, 2003 by
and among (i) XXXX X. XXXXXXXX; XXXXXXXX INVESTMENTS LLC; XXXX X. XXXXXXXX, XX.
(the "Xxxxxxxx Trustee") as trustee of the Xxxxxxxx Charitable Remainder Trust;
and XXXXXX X. XXXXXX (the "Xxxxxxxxx Trustee") as trustee of the Xxxxxx X.
Xxxxxxxxx 2000 Florida Intangible Tax Trust, as co-trustee of the Xxxxxx X.
Xxxxxxxxx Charitable Lead Annuity Trust, and as co-trustee of the Xxxxxxx X.
Xxxxxxxxx Charitable Lead Unitrust (the "Participating Shareholders"); (ii)
XXXXXXXX XXXXXXXX as co-trustee with the Xxxxxxxx Trustee of the Xxxxxxxx
Charitable Remainder Trust, (iii) WACHOVIA BANK, N.A., as successor in interest
to First Union National Bank, as co-trustee with the Xxxxxxxxx Trustee of the
Xxxxxx X. Xxxxxxxxx Charitable Lead Annuity Trust, and as co-trustee with the
Xxxxxxxxx Trustee of the Xxxxxxx X. Xxxxxxxxx Charitable Lead Unitrust; and
(iv) MARINER PARTNERS, INC.
Capitalized terms not otherwise defined herein are used with the
meanings ascribed to such terms in the Agreement.
The Participating Shareholders hereby waive the following requirements
of Article IX(A)(ii) of the Agreement with respect to Transferred Shares sold
on or prior to December 31, 2003 pursuant to the Corporation's Registration
Statement No. 333-106547 (the "Registration Statement"):
(i) Transferred Shares sold pursuant to the Registration Statement
will not be subject to the terms of the Agreement following
the completion of such sale;
(ii) the transferees of Transferred Shares sold pursuant to the
Registration Statement do not need to agree to be bound by the
Agreement; and
(iii) the certificates for Transferred Shares sold pursuant to the
Registration Statement do not have to contain a legend with
respect to the Agreement following completion of such sale.
[Balance of Page Intentionally Left Blank - Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands as of the 16th day of October, 2003.
OTHERS PARTICIPATING SHAREHOLDERS
/s/ Xxxx X. Xxxxxxxx
MARINER PARTNERS, INC. -------------------------------------
Xxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx Address:
--------------------------------- 00 Xxxxxxxx Xxxx
Name: Xxxxxxx X. Xxxxxxxxxxxx Xxxxxx, XX 00000
Title: Chairman
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------------------ XXXXXXXX INVESTMENTS LLC
Xxxxxxxx Xxxxxxxx
Address: By: /s/ Xxxx X. Xxxxxxxx, Xx.
00 Xxx Xxxx Xxxx ----------------------------------
Xxxxxx, XX 00000 Xxxx X. Xxxxxxxx, Xx.
Member
WACHOVIA BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxxxxx
Successor in Interest To: ----------------------------------
FIRST UNION NATIONAL BANK Xxxxxxxx Xxxxxxxx
Member
/s/ Xxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx.
------------------------------------ -------------------------------------
Name: Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxx, Xx.
------------------------------- (as trustee of the Xxxxxxxx Charitable
Title: Vice President & Remainder Trust)
Senior Trust Advisor Address:
------------------------------- 00 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
(as trustee of the Xxxxxxxxx Trusts)
Address:
Warwick & Simses
000 Xxxxx Xxxx Xxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
