EXECUTION COPY
Stockholders Agreement
BY AND AMONG
BROOKDALE LIVING COMMUNITIES, INC.
AND
SIGNATORIES LISTED HEREIN
--------------------------------------
Dated as of May 14, 1999
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TABLE OF CONTENTS
Page
Article 1 DEFINITIONS.............................................1
Section 1.1 Definitions.............................................1
Article 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES........3
Section 2.1 Board of Directors......................................3
2.1.1 Board Representation....................................3
2.1.2 Vacancies...............................................4
2.1.3 Termination of Rights...................................4
2.1.4 Committee Representation................................5
2.1.5 Costs and Expenses......................................5
2.1.6 Other Activities of the Holders; Fiduciary Duties.......5
Article 3 HEALTH PARTNERS STANDSTILL..............................5
Section 3.1 Health Partners Standstill..............................5
Article 4 TRANSFEREES BOUND.......................................7
Section 4.1 Transferees Bound.......................................7
Article 5 TERMINATION.............................................7
Section 5.1 Termination.............................................7
Article 6 MISCELLANEOUS...........................................7
Section 6.1 Notices.................................................7
Section 6.2 Ownership by Prime......................................8
Section 6.3 Governing Law...........................................8
Section 6.4 Successors and Assigns..................................9
Section 6.5 Duplicate Originals.....................................9
Section 6.6 Severability............................................9
Section 6.7 No Waivers; Amendments..................................9
Section 6.8 Entire Agreement........................................9
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STOCKHOLDERS AGREEMENT
----------------------
THIS STOCKHOLDERS AGREEMENT (this "Stockholders Agreement") dated as of
May 14, 1999, is entered into by and among Brookdale Living Communities, Inc., a
Delaware corporation (including its successors, the "Company"), and the
securityholders listed on the signature pages hereof, or who may execute
counterpart signature pages hereto following the date hereof in accordance with
Section 4.1 hereto.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
Article 1
DEFINITIONS
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Section 1.1 Definitions.
------------
"Affiliate" means, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by or is
under common control with that Person. For purposes of this
definition, "control" when used with respect to any Person means
the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.
"Beneficially Own" or "Beneficial Ownership" means
beneficial ownership determined in accordance with Rule 13d-3
promulgated under the Exchange Act.
"Common Stock" means shares of the Common Stock, $.01 par
value per share, of the Company, and any capital stock into which
such Common Stock thereafter may be changed.
"Common Stock Equivalents" means, without duplication with
any other Common Stock or Common Stock Equivalents, any security
of the Company which is convertible into, exercisable for or
exchangeable for, directly or indirectly, Common Stock of the
Company, whether at the time of issuance or upon the passage of
time or the occurrence of some future event.
"Company" shall have the meaning provided in the
introductory paragraph hereof.
"Controlled Affiliate" means, with respect to any Person,
any Affiliate of such Person who, directly or indirectly, is
controlled by such Person; provided, however, that the term
"Controlled Affiliate" with respect to the Ultimate General
Partner shall not include any entity with respect to which, as of
the time of such determination, the Ultimate General Partner does
not have
the direct or indirect power (whether through ownership of a
majority of the voting securities of such entity or by contract or
otherwise) to elect a majority of the members of the board of
directors (or equivalent governing body) of such entity.
"Fully-Diluted Common Stock" means, at any time, the then
outstanding Common Stock of the Company plus (without duplication)
all shares of Common Stock issuable, whether at such time or upon
the passage of time or the occurrence of future events, upon the
conversion or exchange of all then outstanding Common Stock
Equivalents.
"Health Partners" means Health Partners, a Bermuda limited
partnership.
"Health Partners Designee" shall have the meaning provided
in Section 2.1.1(a) hereof.
"Health Partners Holders" means, collectively, Health
Partners and any Affiliates or direct or indirect partners of
Health Partners who own any Common Stock or Common Stock
Equivalents or any interest therein.
"Holder" means (i) any securityholder listed on the
signature pages hereof as of the date of this Stockholders
Agreement and (ii) any direct or indirect transferee of any such
Person who shall become a party to this Stockholders Agreement in
accordance with Section 4.1 hereof.
"Majority Health Partners Holders" means Health Partners
Holders owning Common Stock and/or Common Stock Equivalents
representing a majority of the Fully-Diluted Common Stock then
owned by all Health Partners Holders.
"Majority Prime Holders" means Prime Holders owning Common
Stock and/or Common Stock Equivalents representing a majority of
the Fully-Diluted Common Stock then owned by all Prime Holders.
"Notes" means the 5 1/2% Convertible Subordinated Notes
due 2009 of the Company.
"Person" or "person" means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or other agency or political
subdivision thereof.
"Prime" means The Prime Group, Inc.
"Prime Holders" means, collectively, Prime and any
Affiliates of Prime who own any Common Stock or Common Stock
Equivalents or any interest therein.
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"SEC" means the U. S. Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC
thereunder.
"Standstill Limit" shall have the meaning provided in
Section 3.1(a) hereof.
"Stockholders Agreement" means this Stockholders
Agreement, as such from time to time may be amended.
"Ultimate General Partner" shall have the meaning provided
in Section 3.1(a) hereof.
Section 1.2 Rules of Construction. Unless the context otherwise
requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and
words in the plural include the singular;
(4) provisions apply to successive events and
transactions; and
(5) "herein," "hereof" and other words of similar
import refer to this Stockholders Agreement as a whole and
not to any particular Article, Section or other subdivision.
Article 2
MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES
------------------------------------------------
Section 2.1 Board of Directors.
-------------------
2.1.1 Board Representation.
---------------------
(a) During the term of this Stockholders Agreement, the
Board of Directors of the Company shall consist of no more than nine (9)
individuals. Subject to Section 2.1.3 hereof, the Majority Health Partners
Holders will be entitled to designate two (2) directors (each a "Health Partners
Designee"). One Health Partners Designee shall be a member of Class I of the
Board of Directors of the Company (with the term of such director expiring at
the annual meeting of the Company's stockholders to be held in 2001), and the
second Health Partners Designee shall be a member of Class II of the Board of
Directors of the Company (with the term of such director commencing at the first
meeting of the Board of Directors of the Company following the annual meeting of
the Company's stockholders to be held in May 1999 and expiring at the annual
meeting of the Company's stockholders to be held in 2002). The Board of
Directors of the
3
Company has taken (or will take) all necessary action to ensure that,
concurrently with the execution and delivery of this Stockholders Agreement, a
Health Partners Designee is being elected to the Board of Directors of the
Company, as a member of Class I of the Board of Directors of the Company as
provided in the immediately preceding sentence, and that at the first meeting of
the Board of Directors of the Company following the 1999 annual meeting of the
Company's stockholders, a Health Partners Designee shall be elected to the Board
of Directors of the Company, as a member of Class II of the Board Directors of
the Company as provided in the immediately preceding sentence. The existence of
the right, pursuant to this Section 2.1.1(a), on the part of the Majority Health
Partners Holders to designate certain directors will in no way limit or impair
the right of the Majority Health Partners Holders to vote their shares of
capital stock of the Company as they see fit with respect to the election of
persons to fill seats on the Board of Directors other than the seats filled as a
result of the designation rights under this Section 2.1.1(a).
(b) The Company, from time to time at each appropriate time,
will cause each of the persons theretofore serving as Health Partners Designees
(or other persons designated by the Majority Health Partners Holders as new
Health Partners Designees in replacement of such persons) to be nominated and
recommended by the Board of Directors of the Company for reelection to the Board
of Directors of the Company by the stockholders of the Company upon any
expiration of their respective terms of office. Each Holder shall vote his or
its shares of Common Stock at any regular or special meeting of stockholders of
the Company or in any written consent executed in lieu of such a meeting of
stockholders and shall take all other lawful actions necessary to give effect to
the agreements contained in this Stockholders Agreement (including without
limitation the election of the Health Partners Designees as described in this
Section 2.1.1) and to attempt to ensure that the certificate of incorporation
and bylaws of the Company do not, at any time hereafter during the term of this
Stockholders Agreement, conflict in any respect with the provisions of this
Stockholders Agreement.
2.1.2 Vacancies. If, prior to his election to the Board of
Directors of the Company pursuant to Section 2.1.1 hereof, any Health Partners
Designee shall be unable or unwilling to serve as a director of the Company,
then the Majority Health Partners Holders shall be entitled to designate a
replacement Health Partners Designee. If, following an election to the Board of
Directors of the Company pursuant to Section 2.1.1 hereof, any Health Partners
Designee shall resign or be removed or be unable to serve for any reason prior
to the expiration of his term as a director of the Company, then the Majority
Health Partners Holders shall, within thirty (30) days of such event, notify the
Board of Directors of the Company in writing of a replacement Health Partners
Designee, and the Board of Directors shall elect such replacement Health
Partners Designee to fill the unexpired term of the designee who such new Health
Partners Designee is replacing. If the Majority Health Partners Holders request
that any Health Partners Designee be removed as a director (with or without
cause) by written notice thereof to the Company, then each of the Holders shall
vote all of its or his capital stock in favor of such removal upon such request.
2.1.3 Termination of Rights. The right of the Health Partners
Holders to designate directors under Section 2.1.1, and the obligation of the
Holders to vote their
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shares as provided herein with respect to such designees, shall terminate upon
the first to occur of (i) the termination or expiration of this Stockholders
Agreement, (ii) such time as the Majority Health Partners Holders elect in
writing to terminate their rights under this Section 2.1, or (iii) such time as
the Health Partners Holders collectively cease to Beneficially Own at least five
percent (5%) of the Fully-Diluted Common Stock. In addition, prior to the time
that the right of the Majority Health Partners Holders to designate directors is
terminated in accordance with the provisions of the immediately preceding
sentence, the number of directors that the Majority Health Partners Holders are
entitled to designate will be decreased from two (2) directors to one (1)
director from and following the time that the Health Partners Holders
collectively cease to Beneficially Own at least ten percent (10%) of the
Fully-Diluted Common Stock.
2.1.4 Committee Representation. So long as the Health Partners
Holders are entitled to designate any director under Section 2.1.1, at least one
(1) of the Health Partners Designees shall be permitted to serve on each
committee of the Board of Directors of the Company (provided that, if such
committee has eligibility requirements that are imposed by a Person other than
the Company, such as independence requirements for the Independent Committee,
such designee meets those requirements).
2.1.5 Costs and Expenses. The Company will, consistent with
the Company's policies and practices, pay all reasonable out-of-pocket expenses
incurred by in connection with the participation by directors in meetings of the
Board of Directors (and committees thereof) of the Company. The Health Partners
Designees will not be entitled to receive any fees or other remuneration (except
for the expense reimbursements described in the immediately preceding sentence)
for their service on the Board of Directors of the Company or any committees
thereof.
2.1.6 Other Activities of the Holders; Fiduciary Duties. It is
understood and accepted that the Holders and their Affiliates have interests in
other business ventures which may be in conflict with the activities of the
Company and its Subsidiaries and that, subject to applicable law, nothing in
this Stockholders Agreement shall limit the current or future business
activities of the Holders whether or not such activities are competitive with
those of the Company and its Subsidiaries. Nothing in this Stockholders
Agreement, express or implied, shall relieve any officer or director of the
Company or any of its Subsidiaries, or any Holder, of any fiduciary or other
duties or obligations they may have to the Company's stockholders.
Article 3
HEALTH PARTNERS STANDSTILL
--------------------------
Section 3.1 Health Partners Standstill.
(a) For a period commencing upon the date of this
Stockholders Agreement and ending on the date that is three (3) years following
the date of this Stockholders Agreement, neither Health Partners nor Capital Z
Partners, Ltd., the ultimate general partner of Health Partners (the "Ultimate
General Partner"), shall (nor
5
shall the Ultimate General Partner permit any of its Controlled Affiliates to),
without the prior affirmative vote or written consent of a majority of the
directors of the Company (without counting as a director for such purpose any
director designated by the Health Partners Holders or any of their Affiliates),
directly or indirectly, (i) purchase or otherwise acquire Beneficial Ownership
of additional Common Stock or Common Stock Equivalents, if the effect of such
acquisition would be to increase the aggregate number of shares of Common Stock
and/or Common Stock Equivalents then Beneficially Owned by Health Partners and
the Ultimate General Partner and its Controlled Affiliates (including, without
limitation, Common Stock into which the Notes are convertible) to an amount in
excess of 49.9% of the total Fully-Diluted Common Stock (the "Standstill
Limit"), (ii) alone, or acting in concert with any other Person, make any tender
offer for the acquisition of additional Common Stock or Common Stock Equivalents
or (iii) seek to challenge the legality of this Section 3.1(a). Notwithstanding
the foregoing, (A) the provisions of clause (i) of the immediately preceding
sentence shall not apply to any acquisition from any Prime Holder or any
acquisition of Common Stock pursuant to conversion of any Notes, and (B) for the
purposes of calculating the number of shares of Common Stock and/or Common Stock
Equivalents Beneficially Owned by Health Partners and the Ultimate General
Partner and its Controlled Affiliates, there shall be excluded from such
calculation any shares owned by any insurance company or other institution which
is a Controlled Affiliate of the Ultimate General Partner as part of such
Controlled Affiliate's investment portfolio (and not owned for the purpose of
affecting control of the Company).
(b) The provisions of this Section 3.1 shall terminate prior
to expiration, and Health Partners or the Ultimate General Partner and its
Controlled Affiliates shall be free to acquire Common Stock and/or Common Stock
Equivalents without regard to the Standstill Limit and to take other actions
described in clause (ii) of the initial sentence of Section 3.1(a) hereof, at
and following the earliest time that (A) any Person other than Health Partners,
the Ultimate General Partner or any of its Controlled Affiliates or any Prime
Holder (and other than any Person acting in concert with Health Partners or the
Ultimate General Partner or any of its Controlled Affiliates) acquires
Beneficial Ownership of Common Stock and/or Common Stock Equivalents
representing, together with any Common Stock and/or Common Stock Equivalents
already Beneficially Owned by such Person and its Affiliates, at least 20% of
the total Fully-Diluted Common Stock, (B) any Person other than Health Partners,
the Ultimate General Partner or any of its Controlled Affiliates or any Prime
Holder (and other than any Person acting in concert with Health Partners or the
Ultimate General Partner or any of its Controlled Affiliates) notifies in
writing the Company or its Board of Directors or publicly announces that it has
acquired or has offered to acquire (including but not limited to any offer to
acquire by means of a tender offer) beneficial ownership (as determined in
accordance with Rule 13d-3 promulgated under the Exchange Act) of Common Stock
and/or Common Stock Equivalents representing, together with any Common Stock
and/or Common Stock Equivalents already beneficially owned (as determined in
accordance with Rule 13d-3 promulgated under the Exchange Act) by such Person
and its Affiliates, at least 20% of the total Fully-Diluted Common Stock or (C)
any Person commences (or publicly announces its intention to commence) a proxy
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contest pursuant to which such Person seeks to defeat or otherwise challenge the
election of any Health Partners Designee to the Board of Directors of the
Company.
Article 4
TRANSFEREES BOUND
-----------------
Section 4.1 Transferees Bound. Other than (i) transfers by any Prime
Holder (or any Holder that is a direct or indirect transferee of any Prime
Holder) to a Person other than a Prime Holder occurring on or after the third
anniversary of the date of this Stockholders Agreement, (ii) transfers to the
public pursuant to an effective Registration Statement, (iii) sales to the
public pursuant to Rule 144 promulgated under the Securities Act or (iv)
transfers to Blackacre Bridge Capital LLC (with respect to 12,500 shares of
Common Stock that it has certain rights to acquire) and Xxxxx X. Xxxxxxxx, Xx.
(with respect to 125,000 shares of Common Stock that he has certain rights to
acquire), each Holder will cause any proposed transferee of any Common Stock or
Common Stock Equivalent or any interest therein held by him or it to agree to
take and hold such Common Stock or Common Stock Equivalent subject to the
provisions and upon the conditions specified in this Stockholders Agreement and
to become a party to this Stockholders Agreement by executing a counterpart
signature page hereto. Notwithstanding the foregoing, no Holder that is a direct
or indirect transferee of a Prime Holder (and that is not, itself, a Prime
Holder) will be bound by any provision of this Stockholders Agreement following
the third anniversary of the date of this Stockholders Agreement (and such
Person thereafter shall not be deemed to be a Holder).
Article 5
TERMINATION
-----------
Section 5.1 Termination. The provisions of this Stockholders
Agreement shall terminate on the date that is 10 years following the date of
this Stockholders Agreement; provided, however, that certain provisions of this
Stockholders Agreement may terminate earlier in accordance with their express
terms.
Article 6
MISCELLANEOUS
-------------
Section 6.1 Notices. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier, by registered or certified mail,
postage prepaid, return receipt requested, or by overnight courier, addressed as
follows (or at such other address as may be substituted by notice given as
herein provided):
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If to the Company:
Brookdale Living Communities, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Fax: (000) 000-0000
with copies to (which shall not constitute notice):
Brookdale Living Communities, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
If to any Holder, at its address listed on the signature pages hereof.
Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; five (5) calendar
days after mailing if sent by registered or certified mail (except that a notice
of change of address shall not be deemed to have been given until actually
received by the addressee); and one (1) business day after delivery to a
reputable overnight courier service guaranteeing next business day delivery.
Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.
Section 6.2 Ownership by Prime. Prime and the Affiliates of Prime
that are executing and delivering signature pages to this Stockholders Agreement
hereby represent and warrant that such Affiliates of Prime are the only
Affiliates of Prime who own any Common Stock as of the date hereof.
Section 6.3 Governing Law. THIS STOCKHOLDERS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
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Section 6.4 Successors and Assigns. This Stockholders Agreement
shall be binding upon the Company, each Holder, and their respective successors
and permitted assigns.
Section 6.5 Duplicate Originals. All parties may sign any number of
copies of this Stockholders Agreement. Each signed copy shall be an original,
but all of them together shall represent the same agreement.
Section 6.6 Severability. In case any provision in this Stockholders
Agreement shall be held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and the remaining provisions shall not in any way be affected or
impaired thereby
Section 6.7 No Waivers; Amendments.
-----------------------
6.7.1 No failure or delay on the part of the Company or any
Holder in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
Company or any Holder at law or in equity or otherwise.
6.7.2 Any provision of this Stockholders Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Company, the Holders holding at least a majority of the
Fully-Diluted Common Stock held by all Holders, the Majority Health Partners
Holders and the Majority Prime Holders.
Section 6.8 Entire Agreement. This Stockholders Agreement contains
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings with respect to such
subject matter.
[Signature pages follow]
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BROOKDALE LIVING COMMUNITIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
THE PRIME GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
Address:
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
With copies to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
PRIME GROUP II, L.P.
By: PGLP, Inc., Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address:
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
With copies to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
PRIME GROUP III, L.P.
By: PGLP, Inc.,
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address:
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
With copies to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
PRIME GROUP VI, L.P.
By: PGLP, Inc.,
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address:
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
With copies to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
PRIME GROUP LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Managing General Partner
Address:
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
With copies to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
and
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
HEALTH PARTNERS
By: Capital Z Financial Services Fund II, L.P.,
its general partner
By: Capital Z Partners, L.P., its general partner
By: Capital Z Partners, Ltd.,
its general partner
By: /s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx
Senior Vice President
Address:
One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
With a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Fax: (000) 000-0000
