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EXHIBIT C
CONFORMED COPY
VOTING AGREEMENT
This AGREEMENT made as of the 26th day of February, 2001 is by and
among those entities identified on SCHEDULE A hereto (collectively, with any of
their Affiliate Transferees, the "Former Senior Noteholders" and singularly a
"Former Senior Noteholder"), DVI Financial Services, Inc., a Delaware
corporation (collectively with any of its Affiliate Transferees, "DVI"), and
Medical Resources, Inc., a Delaware corporation (the "Corporation"). Each of the
Former Senior Noteholders, DVI and any Transferee of a Former Senior Noteholder
or DVI is hereinafter sometimes collectively referred to as the "Stockholders"
or individually as a "Stockholder"). Pursuant to the Plan (as defined below) the
Former Senior Noteholders have been issued shares of Common Stock representing
in the aggregate 83.96% of the issued and outstanding Common Stock as of the
date hereof and DVI has been issued shares of Common Stock representing 5.86% of
the issued and outstanding Common Stock as of the date hereof. The Stockholders
desire to set forth certain agreements among themselves and the Corporation as
to the management of the Corporation and the ownership of their shares of Common
Stock.
NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows.
ARTICLE 1. DEFINITIONS.
1.1 All capitalized terms used herein and otherwise undefined
shall have the meaning ascribed to them in the Plan.
1.2 "Affiliate" means, as to any entity or person, any other
entity or person that such entity or person controls, or by which it is
controlled, or with which it is under common control and in the case of any
natural person, such person's spouse or issue or any trust for the benefit of
such person and such person's spouse or issue. As used in this definition the
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of an entry or
person, whether through the ownership of voting securities, by contract or
otherwise.
1.3 "Affiliate Transferee" means any Affiliate of a Former Senior
Noteholder or DVI to which such Former Senior Noteholder or DVI shall have
transferred any of its Shares.
1.4 "Change of Control" means (i) any merger, consolidation,
amalgamation or other similar corporate transaction in which the holders of
Common Stock of the Corporation, in the aggregate, immediately prior to such
transaction will hold, immediately after such transaction, less than fifty (50%)
percent of the aggregate voting power of the outstanding stock of the surviving
corporation or (ii) the Former Senior Noteholders and their Affiliate
Transferees sell in a single transaction or a series of related transactions,
Shares representing
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90% or more of the original number of shares of Common Stock issued in the
aggregate to the Former Senior Noteholders under the Plan (as such number may be
adjusted to reflect any subsequent stock split, combination or reclassification
of the Common Stock) to a party who is not a Former Senior Noteholder or who
will not be an Affiliate Transferee of a Former Senior Noteholder after such
sale.
1.5 "Common Stock" means the Corporation's authorized common
stock, $.01 par value per share of which there are _______ shares authorized.
1.6 "Corporation Notice" has the meaning given therefor in SECTION
4.2.
1.7 "Equity Securities" has the meaning given therefor in SECTION
4.1.
1.8 "Excluded Securities" means Equity Securities excluded from
the operation of Section 4.1 by Section 4.5.
1.9 "Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
1.10 "Initial Post-Effective Public Offering" means the
Corporation's first firm commitment underwritten public offering of any of its
Equity Securities registered under the Securities Act after the effective date
of the Plan.
1.11 "Plan" means the Third Amended Joint Plan of Reorganization
dated November 6, 2000 as filed by the Corporation in the United States
Bankruptcy Court of the Southern District of New York.
1.12 "Pro Rata Share" has the meaning given therefor in SECTION
4.2.
1.13 "Requisite Former Senior Noteholders" means at the time in
question Former Senior Noteholders owning at least 50% of the Shares then owned
by all Former Senior Noteholders in the aggregate.
1.14 "SEC" means the United States Securities and Exchange
Commission.
1.15 "Securities Act" means the United States Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.
1.16 "Shares" means and includes all shares of Common Stock
registered in the stock records books of the Corporation in the name of any
Stockholder or a nominee of such Stockholder and any other shares of capital
stock of the Corporation which may be issued in exchange for or in respect of
such shares of Common Stock (whether by way of stock split, stock dividend,
combination, reclassification, reorganization or any other means).
1.17 "Transferee" means any person to whom Shares are transferred
or assigned by a Stockholder and any heirs or successors in interest of any
Stockholder, whether by operation of law or otherwise.
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ARTICLE 2. VOTING AGREEMENT FOR ELECTION OF DIRECTORS, ETC.
2.1 Agreement to Vote. Until as provided in SECTION 2.2, each
Stockholder agrees to vote all of his Shares in favor of, and otherwise take all
actions as a the holder of such Shares required for:
(a) the election to the Board of Directors of the
Corporation of the nominees of the Stockholders
selected pursuant to SECTION 2.2,
(b) the removal from the Board of Directors of any
director, at the request of the Stockholder(s )which
nominated such director pursuant to SECTION 2.2, and
the election to the Board of Directors of a
substitute nominated by such Stockholder(s).
2.2 Selection of Nominees.
(a) The Requisite Former Senior Noteholders shall have
the right to designate six (6) nominees and DVI shall have the right to
designate one (1) nominee for election to the Board of Directors of the
Corporation provided the nominee of DVI shall be reasonably satisfactory to the
Requisite Former Senior Noteholders. The rights of the Requisite Former Senior
Noteholders under this SECTION 2.2 (and the obligations of the other
Stockholders pursuant to SECTION 2.1) shall terminate at the earlier of (i) the
effective date of the Corporation's Initial Post-Effective Public Offering or
(ii) such time as the number of Shares owned by the Former Senior Noteholders is
less than forty percent (40%) of the then issued and outstanding shares of
Common Stock (excluding Excluded Securities) or (iii) a Change of Control. The
rights of DVI under this SECTION 2.2 (and the obligations of the other
Stockholders pursuant to SECTION 2.1 in respect of any nominee to the Board of
Directors of DVI) shall terminate the earlier of (i) the effective date of the
Corporation's Initial Post-Effective Public Offering or (ii) such time as the
number of Shares owned by DVI shall be less than eighty percent (80%) of the
original number of shares of Common Stock issued to DVI under the Plan (as such
number may be adjusted to reflect any subsequent stock split, combination or
reclassification of the Common Stock) or (iii) a Change of Control.
(b) For so long as DVI has the right to designate one (1)
nominee to the Board, the Board shall have regular meetings to be held at least
quarterly.
(c) The Corporation shall use its reasonable best efforts
to maintain at all times liability insurance for its officers and directors in
connection with their service to the Corporation or to any other person or
enterprise or employee benefit plan which such officer or director serves at the
request of the Corporation. Upon the request of any director nominated by the
Former Senior Noteholders or DVI pursuant to this SECTION 2.2, the Corporation
will enter into an indemnification agreement with such director in the form
attached as EXHIBIT A.
ARTICLE 3. GENERAL COVENANTS OF THE CORPORATION
3.1 Inspection and Information Rights. Each Stockholder owning
Shares representing at least 4% of the then issued and outstanding Common Stock
shall have the right (at it own expense) to visit and inspect any of the
properties of the Corporation (including
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books of account, reports and other papers), to make extracts therefrom, and to
discuss the affairs, finances and accounts of the Corporation with its officers,
employees and accountants (and by this provision the Corporation authorizes its
accountants to discuss such affairs, finances and accounts with such
Stockholder's representatives), and to review such information as is reasonably
requested all at such reasonable times and as often as may be reasonably
requested; provided, however, that the Corporation shall not be obligated under
this SECTION 3.1 unless such Stockholder and its representatives shall have
executed and delivered to the Corporation their written agreement in form and
substance satisfactory to the Corporation to maintain such information in
confidence and in no event shall the Corporation be obligated to afford rights
under this sentence to any competitor. The Corporation will also furnish to each
Stockholder, within five (5) business days after the date of filing or delivery
thereof, copies of all materials of whatsoever nature filed or delivered by the
Corporation with the SEC.
3.2 Rule 144 Reporting. With a view to making available to the
Stockholders the benefits of certain rules and regulations of the SEC which may
permit the sale of Shares to the public without registration, the Corporation
agrees to use its best efforts to:
(a) Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or
any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date
of the Initial Post-Effective Registration Statement;
(b) File with the SEC, in a timely manner, all reports
and other documents required of the Corporation under
the Exchange Act; and
(c) So long as a Stockholder owns any Shares, furnish to
such Stockholder forthwith upon request: a written
statement by the Corporation as to its compliance
with the reporting requirements of said Rule 144 of
the Securities Act, and of the Exchange Act (at any
time after it has become subject to such reporting
requirements); a copy of the most recent annual or
quarterly report of the Corporation; and such other
reports and documents as a Stockholder may reasonably
request in availing itself of any rule or regulation
of the SEC allowing it to sell any such securities
without registration.
3.3 Restrictive Agreements. For so long as any Stockholder shall
have any rights under this Agreement, the Corporation shall not enter into or
become obligated under any agreement or contract, including without limitation,
any loan agreement, promissory note (or other evidence of indebtedness),
mortgage, security agreement or lease, which by its terms specifically prevents
or restricts to the Corporation from performing its obligations under the
Agreement.
ARTICLE 4. ISSUANCES BY THE CORPORATION
4.1 Right of First Refusal on Primary Offerings. Until such right
is terminated pursuant to Section 4.4, each Stockholder shall have a right of
first refusal to purchase its Pro Rata Share (as defined below) of all Equity
Securities (as defined below) that the Corporation
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may, from time to time, propose to sell and issue after the date of this
Agreement, other than Excluded Securities. The term "Equity Securities" shall
mean (i) Common Stock or other capital stock of the Corporation, (ii) any
security convertible, with or without consideration, into Common Stock or other
capital stock of the Corporation (including any option to purchase such a
convertible security), (iii) any security carrying any warrant or right to
subscribe to or purchase Common Stock or other capital stock of the Corporation
or (iv) any such warrant or right.
4.2 Exercise of Rights. If the Corporation proposes to issue any
Equity Securities, it shall give each Stockholder written notice (a "Corporation
Notice") of its intention, describing the Equity Securities and the price and
the terms and conditions upon which the Corporation proposes to issue the same.
Each Stockholder shall have twenty (20) days from the receipt of a Corporation
Notice to agree to purchase up to its Pro Rata Share (as defined below) of such
Equity Securities for the price and upon the terms and conditions specified in
such Corporation Notice by giving written notice to the Corporation and stating
therein the quantity (up to its Pro Rata Share) of Equity Securities it agrees
to purchase. Notwithstanding the foregoing, the Corporation shall not be
required to offer or sell such Equity Securities to any Stockholder if such
offer or sale would cause the Corporation to be in violation of any applicable
federal or state securities or "blue sky" laws. The Corporation will use
reasonable best efforts to comply with all federal and applicable state
securities or "blue sky" laws provided in no event shall the Corporation be
required to (i) file a registration statement or qualification statement under
any such laws; (ii) qualify to do business in any jurisdiction; (iii) subject
itself to taxation in any jurisdiction or (iv) consent to general service of
process in any jurisdiction.
Each Stockholder's "Pro Rata Share" is equal to the ratio of (a) the
number of Shares (including all Shares issuable upon conversion or exercise of
any Equity Securities convertible or exercisable into shares of Common Stock but
in all cases excluding any Excluded Securities) of which such Stockholder is
deemed to be a holder immediately prior to the issuance of such Equity
Securities to (b) the total number of shares of the Corporation's outstanding
Common Stock (including all shares of Common Stock issued or issuable upon
conversion or exercise of any Equity Securities convertible or exercisable into
shares of Common Stock but in all cases excluding any Excluded Securities)
immediately prior to the issuance of such Equity Securities.
4.3 Issuance of Equity Securities to Other Persons. If not all of
the Stockholders elect to purchase their entire Pro Rata Share of the Equity
Securities proposed to be issued, then the Corporation shall have ninety (90)
days thereafter to sell the Equity Securities in respect of which the
Stockholders' rights were not exercised to any other person(s), at a price and
upon general terms and conditions no more favorable to the purchasers thereof
than specified in the applicable Corporation Notice. If the Corporation has not
sold such Equity Securities within such ninety (90) days, the Corporation shall
not thereafter issue or sell any Equity Securities without first offering such
Equity Securities to the Stockholders in the manner provided in SECTION 4.2.
4.4 Termination and Waiver of Right of First Refusal. The right of
first refusal established by this ARTICLE 4 shall terminate upon the earlier of
(a) the effective date of the registration statement pertaining to the
Corporation's Initial Post-Effective Public Offering or (b) a Change of Control.
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4.5 Excluded Securities. The rights of first refusal established
by this ARTICLE 4 shall not apply to:
(a) Equity Securities issued in the Corporation's Initial
Post-Effective Public Offering;
(b) shares of Common Stock (and any options, warrants or
other Common Stock purchase rights for such shares of
Common Stock) issued or to be issued to employees,
officers or directors of, or consultants or advisors
to the Corporation or any subsidiary, pursuant to
compensation plans, or other similar arrangements
that are approved by the Corporation's Board of
Directors;
(c) Equity Securities issued pursuant to exercise of
warrants, options or other rights, or conversion of
convertible Equity Securities outstanding as of the
date of this Agreement or with respect to which the
Stockholders were given rights under this Article 4
on the initial issuance thereof;
(d) any Equity Securities issued pursuant to a merger,
consolidation, acquisition or similar business
combination;
(e) shares of Common Stock issued in connection with any
stock split, stock dividend or recapitalization by
the Corporation; and
(f) Equity Securities issued in connection with the
extension of credit or other financing (including
leasing arrangements) to the Corporation or a
subsidiary of the Corporation by any party who is not
a Stockholder, an Affiliate of any Stockholder or an
Affiliate of the Corporation.
4.6 Rights to Other Parties. Nothing in this Article 4 shall be
deemed to prohibit the Corporation from extending the rights set forth in this
Article 4 to any other holders of Common Stock.
ARTICLE 5. MISCELLANEOUS.
5.1 Successors and Assigns. This Agreement shall be binding upon
the parties hereto and their Transferees; provided, no Transferee shall be
entitled to any benefits under this Agreement unless such Transferee shall have
executed and delivered to the Corporation its written agreement to be bound by
the terms of this Agreement to the same extent as its transferor in form and
substance satisfactory to the Requisite Former Senior Noteholders and (a) such
Transferee is already a Stockholder or is an Affiliate Transferee or (b) the
transfer to such Transferee is of Shares representing at least 5% of the then
issued and outstanding Common Stock or (c) the transfer to such Transferee is of
the original number of shares of Common Stock issued to the transferring
Stockholder under the Plan (as such number may be adjusted to reflect any
subsequent stock split, combination or reclassification of the Common Stock).
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5.2 Term and Termination. Unless the rights granted hereby are
sooner terminated by the express provisions herein, this Agreement shall
terminate upon mutual written agreement of all of the Stockholders.
5.3 Amendments. This Agreement may be amended or modified in whole
or in part only by an instrument in writing signed by all Stockholders and the
Corporation.
5.4 Entire Agreement. This Agreement constitutes the entire
agreement between the parties, and all premises, representations,
understandings, warranties and agreements with reference to the subject matter
hereof have been expressed herein or in the documents incorporated herein by
reference.
5.5 Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
5.6 Disputes. All disputes arising in connection with this
Agreement and/or the transactions contemplated hereby shall be submitted to
arbitration in New York, New York before a single arbiter selected by the
Corporation. The parties specifically agree that the arbitrator shall have the
power to issue preliminary and permanent injunctive relief and to grant
prejudgment security.
5.7 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
5.8 Effect of Headings. Any title of an article or section heading
herein contained is for convenience or reference only and shall not affect the
meaning or construction of any of the provisions hereof.
5.9 Injunctive Relief. It is acknowledged that it will be
impossible to measure the damages that would be suffered by a party if any other
party fails to comply with the provisions of this Agreement and that in the
event of any such failure, the non-defaulting parties will not have an adequate
remedy at law. The non-defaulting parties shall, therefore, be entitled to
obtain specific performance of the defaulting party's obligations hereunder and
to obtain immediate injunctive relief. The defaulting party shall not argue, as
a defense to any proceeding for such specific performance or injunctive relief,
that the non-defaulting parties have an adequate remedy at law.
5.10 Severability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
5.11 Delays or Omissions. It is agreed that no delay or omission
to exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance of any other party under this Agreement shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of or
in any such breach, default or noncompliance, or any acquiescence therein, or of
or in any similar breach, default or noncompliance thereafter occurring. It is
further agreed that any waiver, permit, consent or approval of any kind or
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character on the part of any party of any breach, default or noncompliance under
the Agreement or any waiver on the part of any party of any provisions or
conditions of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.
5.12 Notices and Consents. Notices. All notices and other written
communications provided for hereunder shall be given in writing and sent by
overnight delivery service (with charges prepaid) or by facsimile transmission
with the original of such transmission being sent by overnight delivery service
(with charges prepaid) by the next succeeding Business Day and (i) if to a
Stockholder addressed to such Stockholder at such address or fax number as is
specified for such Stockholder after its signature to this Agreement; and (ii)
if to the Corporation, addressed to it at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000, Attention: General Counsel, Fax No. (000) 000-0000 or at such
other address or fax number as such Stockholder or the Corporation shall have
specified to other party hereto in writing given in accordance with this SECTION
5.12. Notice given in accordance with this SECTION 5.12 shall be effective upon
the earlier of the date of delivery or the second Business Day at the place of
delivery after dispatch.
5.13 Pronouns. All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.
5.14 Legend. Each certificate evidencing any of the Shares shall
bear a legend substantially as follows:
"The shares represented by this certificate are subject to
certain voting agreements and may be entitled to certain
benefits in accordance with and subject to all the terms and
conditions of a certain Voting Agreement dated as of
__________, 2000, a copy of which the Corporation will furnish
to the holder of this certificate upon request and without
charge."
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IN WITNESS WHEREOF, this Agreement has been executed under seal as of
the date and year first written above.
COMPANY: MEDICAL RESOURCES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Co-Chief Executive Officer
STOCKHOLDERS: [NAME]
By:
-----------------------------------------
Name:
Title:
Address for Notices:
------------------------------------
------------------------------------
------------------------------------
Signature Page to Voting Agreement
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FORMER SENIOR
NOTEHOLDERS: XXXX XXXXXXX LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond & Corporate Finance
Group, T-57
Signature Page to Voting Agreement
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XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond & Corporate Finance
Group, T-57
Signature Page to Voting Agreement
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INVESTORS PARTNER LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond & Corporate Finance
Group, T-57
Signature Page to Voting Agreement
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MELLON BANK, N.A., solely in its capacity
as Trustee for The Long Term Investment
Trust, (as directed by Xxxx Xxxxxxx
Financial Services, Inc.), and not in its
individual capacity
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond & Corporate Finance
Group, T-57
The decision to participate in the investment, any
representations made herein by the participant,
and any actions taken hereunder by the participant
has/have been made solely at the direction of the
investment fiduciary who has sole investment
discretion with respect to this investment.
Signature Page to Voting Agreement
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THE NORTHERN TRUST COMPANY, AS TRUSTEE
OF THE LUCENT TECHNOLOGIES INC. MASTER
PENSION TRUST
By: XXXX XXXXXXX LIFE INSURANCE
COMPANY, as Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond & Corporate Finance
Group, T-57
Signature Page to Voting Agreement
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AUSA LIFE INSURANCE COMPANY, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Address for Notices:
AEGON USA Investment Management
0000 Xxxxxxxx Xxxx, X.X.
Xxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxx
Signature Page to Voting Agreement
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LIFE INVESTORS INSURANCE COMPANY OF AMERICA
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Address for Notices:
AEGON USA Investment Management
0000 Xxxxxxxx Xxxx, X.X.
Xxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxx
Signature Page to Voting Agreement
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GREAT AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
Address for Notices:
American Financial Group
0 Xxxx 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Signature Page to Voting Agreement
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XXXXXXX & CO., (as nominee of General
Electric Capital Assurance Company (f/k/a
Great Northern Insured Annuity Corporation)
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Reorganization Administrator
Address for Notices:
GE Capital Assurance Co.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Signature Page to Voting Agreement
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COVA FINANCIAL SERVICES LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Address for Notices:
MetLife
000 Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Signature Page to Voting Agreement
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HARE & CO (as nominee of Lincoln National
Life Insurance Company)
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Officer
Address for Notices:
Liberty Capital
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx
Signature Page to Voting Agreement
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AMERICAN BANKERS INSURANCE COMPANY OF
FLORIDA
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Address for Notices:
Fortis Corporation
1 Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Signature Page to Voting Agreement
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OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH
CAROLINA
By: /s/ J. Xxxxxx Xxxxxxx
-----------------------------------------
Name: J. Xxxxxx Xxxxxxx
Title: Executive Vice President
Address for Notices:
Xxxx Investment Advisors, Inc.
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Attn: J. Xxxxxx Xxxxxxx
Signature Page to Voting Agreement
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PENINSULAR LIFE INSURANCE COMPANY CO.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address for Notices:
Conning Asset Management
000 Xxxxxx Xxxxxx
City Place II
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Signature Page to Voting Agreement
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EXECUTIVE RISK INDEMNITY INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
Address for Notices:
Chubb Financial Group
00 Xxxxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Signature Page to Voting Agreement
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DVI: DVI FINANCIAL SERVICES, INC.
By: /s/ Xxxx Xxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxx Xxxxxx
Title: Deputy General Counsel
Address for Notices:
DVI Financial Services, Inc.
0000 Xxxx Xxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, President
Signature Page to Voting Agreement
