Exhibit 2.1
STOCKHOLDER'S AGREEMENT
THIS STOCKHOLDER'S AGREEMENT, dated as of January 23, 2001 (the
"Agreement"), among Northrop Grumman Corporation, a Delaware corporation
("Parent"), NNG, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Parent ("Holdco"), and Unitrin, Inc., a Delaware corporation
(the "Stockholder"), a stockholder of Xxxxxx Industries, Inc., a Delaware
corporation (the "Company"). Terms which are capitalized herein, and which
are defined in the Amended Merger Agreement, shall have the meanings
therein set forth.
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of
this Agreement, Parent, Holdco, LII Acquisition Corp., a Delaware
Corporation ("Acquisition) and the Company are entering into an Amended and
Restated Agreement and Plan of Merger, dated as of the date hereof (the
"Amended Merger Agreement"), which provides for (a) the Offer by Holdco to
purchase all of the outstanding Shares and Preferred Shares of the Company,
and (b) the mergers (the "Mergers") of: (i) Acquisition with and into the
Company (the "Xxxxxx Merger") and (ii) a newly organized subsidiary of
Holdco with and into Parent (the "Northrop Merger"). As the result of the
Offer and the Mergers, all of the outstanding common stock of the Company
and Parent will be owned by Holdco, which will change its name to Northrop
Grumman Corporation, and each Share outstanding immediately prior to the
Effective Time, together with the associated Right, (other than Shares held
by Holdco and certain other Shares as provided in the Amended Merger
Agreement) shall be converted into the right to receive the Cash
Consideration.
WHEREAS, as of the date hereof, the Stockholder and certain of
its subsidiaries own (beneficially and of record) an aggregate of
12,657,764 Shares (all Shares so owned and which may hereafter be acquired
by the Stockholder or any of its subsidiaries prior to the termination of
this Agreement, whether upon the exercise of options or by means of
purchase, dividend, distribution or otherwise, being referred to herein as
the "Owned Shares", and all subsidiaries of the Stockholder owning Shares
being referred to herein as the "Stockholder Subsidiaries");
WHEREAS, as a condition to their willingness to enter into the
Amended Merger Agreement, Parent, and Holdco have required that the
Stockholder enter into this Agreement;
WHEREAS, in order to induce Parent and Holdco to enter into the
Amended Merger Agreement, the Stockholder is willing to enter into this
Agreement; and
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Holdco and the Stockholder are entering into a
Registration Rights Agreement and the Stockholder Subsidiaries are
delivering to Parent and Holdco their irrevocable proxies, in the form
attached hereto as Annex A.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be
legally bound hereby, Parent, Holdco and the Stockholder hereby agree as
follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES;
AND OTHER COVENANTS OF THE STOCKHOLDER
SECTION 1.1. Tender of Shares. As promptly as practicable
following the amendment of the Offer contemplated by Section 1.1(h) of the
Amended Merger Agreement, and in no event later than the initial Expiration
Date, the Stockholder shall, and shall cause the Stockholder Subsidiaries
to, tender all of the Owned Shares pursuant to the Offer and shall, and
shall cause the Stockholder Subsidiaries to,
(a)(i) elect to receive, with respect to not less than 3,750,000
Shares in the aggregate, the Preferred Stock Consideration in
exchange therefor; and (ii) specify Alternative A with respect
thereto; and
(b) with respect to the remainder of the Owned Shares, (i) elect to
receive the Common Stock Consideration in exchange therefor; and (ii)
specify Alternative A with respect thereto.
Stockholder shall not and shall cause the Stockholder Subsidiaries not to
withdraw such tenders or elections unless this Agreement is terminated in
accordance with its terms.
SECTION 1.2. Voting of Shares. From the date hereof until the
earlier to occur of the consummation of the Offer in which the Owned Shares
are purchased and termination of the Stockholder's and the Stockholder
Subsidiaries' covenants and agreements in Articles I and II pursuant to
Section 5.3 hereof (the "Term"), at any meeting of the stockholders of the
Company, however called, the Stockholder shall, and shall cause the
Stockholder Subsidiaries to, vote the Owned Shares (i) in favor of the
Xxxxxx Merger and the Amended Merger Agreement, (ii) against any action
which could reasonably be expected to impede, interfere with, delay,
postpone or materially adversely affect the transactions contemplated by
the Amended Merger Agreement or the likelihood of such transactions being
consummated and (iii) in favor of any other matter necessary for
consummation of the transactions contemplated by the Amended Merger
Agreement which is considered at any such meeting of stockholders.
SECTION 1.3. No Inconsistent Arrangements. Except as
contemplated by this Agreement and the Amended Merger Agreement, the
Stockholder shall not, and shall not permit any of the Stockholder
Subsidiaries to, during the Term (i) transfer (which term shall include,
without limitation, any sale, assignment, gift, pledge, hypothecation or
other disposition), or consent to any transfer of, any or all of the Owned
Shares owned by it or any interest therein, or create or, except as set
forth on Schedule 1.2 hereto, permit to exist any Encumbrance (as defined
below) on the Owned Shares owned by it, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of
any or all of the Owned Shares owned by it or any interest therein, (iii)
grant any proxy, power-of- attorney or other authorization in or with
respect to the Owned Shares owned by it, (iv) deposit the Owned Shares
owned by it into a voting trust or enter into a voting agreement or
arrangement with respect to the Owned Shares owned by it, or (v) take any
other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby or by the Amended Merger Agreement. Notwithstanding the foregoing,
the Stockholder or any of the Stockholder Subsidiaries may transfer all or
any part of the Owned Shares to the Stockholder or any direct or indirect
subsidiary of the Stockholder, provided that any such subsidiary shall
first have delivered its irrevocable proxy to Holdco in the form attached
hereto as Annex A.
SECTION 1.4. Proxy. The Stockholder hereby revokes, and agrees
to cause each of the Stockholder Subsidiaries to revoke, any and all prior
proxies or powers of attorney in respect of any of the Owned Shares and the
Stockholder hereby constitutes and appoints, and shall cause each of the
Stockholder Subsidiaries to constitute and appoint, Holdco and Parent, or
any nominee of Holdco and Parent, with full power of substitution and
resubstitution, at any time during the Term, as its true and lawful
attorney and proxy (its "Proxy"), for and in its name, place and stead, to
vote each of the Owned Shares as its Proxy, at every annual, special,
adjourned or postponed meeting of the stockholders of the Company only as
to the matters and in the manner provided by Section 1.2.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
SECTION 1.5. Stop Transfer. The Stockholder shall not, and
shall cause each of the Stockholder Subsidiaries not to, request that the
Company 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.
SECTION 1.6. No Solicitation. During the Term, the Stockholder
shall not, nor shall it permit or authorize any of the Stockholder
Subsidiaries or any of its or their officers, directors, employees, agents
or representatives (collectively, the "Representatives") to, (i) solicit or
initiate, or encourage, directly or indirectly, any inquiries regarding, or
the submission of, any proposal for a Third Party Acquisition or (ii) enter
into any agreement with respect to any proposal for a Third Party
Acquisition or approve or resolve to approve any proposal for a Third Party
Acquisition; provided, however, that nothing herein shall prevent the
Stockholder or the Stockholder Subsidiaries from complying with their
obligations under Section 13(d) of the Exchange Act. Upon execution of this
Agreement, the Stockholder shall, and it shall cause the Stockholder
Subsidiaries and each of its and their Representatives to, immediately
cease any existing activities, discussions or negotiations with any parties
with respect to any of the foregoing. The Stockholder shall promptly notify
the Parent in the event it receives any proposal or inquiry concerning a
Third Party Acquisition including the terms and conditions thereof and the
identity of the party submitting such proposal; and the Stockholder shall
advise the Parent from time to time of the status and any material
developments concerning the same.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent and
Holdco as follows:
SECTION 2.1. Due Authorization, etc. The Stockholder has all
requisite power and authority to execute, deliver and perform this
Agreement, to tender, and cause the Stockholder Subsidiaries to tender, the
Owned Shares in the Offer, appoint Holdco and Parent as its Proxy and to
consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement, the appointment of Holdco and Parent as
Proxy for the Stockholder and the Stockholder Subsidiaries and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Stockholder and the
Stockholder Subsidiaries. This Agreement has been duly executed and
delivered by or on behalf of the Stockholder and constitutes a legal, valid
and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding for such remedy may be brought.
SECTION 2.2. No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the
Stockholder will not, (i) conflict with or violate any law applicable to
the Stockholder or the Stockholder Subsidiaries or by which the Stockholder
or the Stockholder Subsidiaries or the Stockholder's properties is bound or
affected or (ii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any
assets of the Stockholder or the Stockholder Subsidiaries, including,
without limitation, the Owned Shares, pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise
or other instrument or obligation to which the Stockholder or any of the
Stockholder Subsidiaries is a party or by which the Stockholder or any of
the Stockholder's or any of the Stockholder Subsidiaries' assets is bound
or affected, except for any such breaches, defaults or other occurrences
that would not prevent or delay the performance by the Stockholder or any
of the Stockholder Subsidiaries of the obligations to be performed by it
under this Agreement.
(b) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the
Stockholder and the Stockholder Subsidiaries will not, require any consent,
approval, authorization or permit of, or filing with or notification to,
any governmental or regulatory authority (other than any necessary filing
under the HSR Act or the Exchange Act or approvals or consents required
under applicable antitrust or competition laws), domestic or foreign,
except where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, would not prevent or
delay the performance by the Stockholder or any of the Stockholder
Subsidiaries of the Stockholder's obligations under this Agreement.
SECTION 2.3. Title to Shares. The Stockholder or one of the
Stockholder Subsidiaries is the sole record and beneficial owner of the
Owned Shares (except that the Stockholder and/or the Stockholder
Subsidiaries may be deemed to beneficially own all the Owned Shares), free
and clear of any pledge, lien, security interest, mortgage, trust, charge,
claim, equity, option, proxy, voting restriction, voting trust or
agreement, understanding, arrangement, right of first refusal, limitation
on disposition, adverse claim of ownership or use or encumbrance of any
kind ("Encumbrances"), other than as set forth on Schedule 2.3 hereto and
other than restrictions imposed by the securities laws or pursuant to this
Agreement and the Amended Merger Agreement, or that would not conflict with
this Agreement or prohibit the Stockholder's and the Stockholder
Subsidiaries' performance of its obligations hereunder.
SECTION 2.4. Certain Commitments. The Stockholder hereby
represents that neither the Stockholder nor any Stockholder Subsidiary is,
and that from the date hereof through and including the Closing Date,
neither the Stockholder nor any Stockholder Subsidiary or transferee of the
Owned Shares shall become, subject to a binding commitment to sell,
exchange or transfer by gift (or take any other action that would be
treated for federal income tax purposes as a disposition of) any of the
Preferred Stock Consideration or the Common Stock Consideration to be
received by it pursuant to the Amended Merger Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF
HOLDCO AND PARENT
Holdco and Parent hereby, jointly and severally, represent and
warrant to the Stockholders as follows:
SECTION 3.1. Due Organization, Authorization, etc. Holdco and
Parent are duly organized, validly existing and in good standing under the
laws of their jurisdiction of incorporation. Holdco and Parent have all
requisite corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by each of Holdco and Parent have been
duly authorized by all necessary corporate action on the part of Holdco and
Parent, respectively. This Agreement has been duly executed and delivered
by each of Holdco and Parent and constitutes a legal, valid and binding
obligation of each of Holdco and Parent, enforceable against Holdco and
Parent in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, moratorium or other similar laws and except that
the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for such
remedy may be brought.
SECTION 3.2. No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by each of
Holdco and Parent does not, and the performance of this Agreement by each
of Holdco and Parent will not, (i) conflict with or violate any law
applicable to it or by which it or any of its properties is bound or
affected or (ii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any
assets of Holdco or Parent pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which it is a party or by which Holdco or
Parent or any of their assets are bound or affected.
(b) The execution and delivery of this Agreement by Holdco and
Parent does not, and the performance of this Agreement by Holdco and Parent
will not, require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority
(other than any necessary filing under the HSR Act or the Exchange Act or
approvals or consents required under applicable antitrust or competition
laws), domestic or foreign, except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by such person of
its obligations under this Agreement.
ARTICLE IV.
SECURITIES ACT
SECTION 4.1. Stockholder acknowledges that it has been advised
by its counsel as to its ability and the ability of the Stockholder
Subsidiaries to offer or sell shares of Holdco Common Stock or Holdco
Preferred Stock without registration under the Securities Act of 1933. The
Stockholder shall not, and it shall cause each of the Stockholder
subsidiaries not to, acquire Holdco Common Stock or Holdco Preferred Stock
pursuant to the Offer with a view to distribution, except in compliance
with such Act.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1. Definitions. Terms used but not otherwise defined
in this Agreement have the meanings ascribed to such terms in the Amended
Merger Agreement.
SECTION 5.2. Parent and Holdco Covenants. Parent and Holdco
covenant and agree to: (i) use all reasonable efforts to cause the shares
of Holdco Common Stock and Holdco Preferred Stock (subject to the listing
requirements of the NYSE with respect to such Holdco Preferred Stock) to be
issued in the Offer to be approved for listing on the NYSE, subject to
official notice of issuance, prior to the purchase of Shares and Preferred
Shares in the Offer or, in the case of the Holdco Preferred Stock, at the
earliest time thereafter that such shares are eligible for such listing;
(ii) use all reasonable efforts to cause the stockholders of Parent or
Holdco, as applicable, to approve the issuance of Holdco Common Stock upon
conversion of the Holdco Preferred Stock at the 2001 annual meeting of
stockholders of Parent or Holdco, as applicable; and (iii) amend or provide
in the rights agreement to be entered into by Holdco ("Holdco Rights
Agreement") prior to the Northrop Merger, if necessary, so that neither the
Stockholder nor the Stockholder Subsidiaries, considered individually or
taken together, shall constitute an Acquiring Person, as defined therein,
solely by reason of: (a) the acquisition of Holdco Common Stock (including
Holdco Common Stock issuable pursuant to the terms and provisions of Holdco
Preferred Stock) pursuant to the Offer; (b) the acquisition of Holdco
Common Stock pursuant to any stock dividend, stock split or other
distribution made ratably to the stockholders of Holdco; (c) the repurchase
by Holdco of its capital stock, by tender offer or otherwise or (d) any
other action on the part of Holdco; and none of the foregoing shall cause
the rights issued pursuant to the Holdco Rights Agreement to be distributed
or become exercisable.
SECTION 5.3. Termination. This Agreement and the proxies
provided hereby or delivered pursuant hereto shall terminate and be of no
further force and effect (i) upon the written mutual consent of the parties
hereto; (ii) automatically and without any required action of the parties
hereto upon termination of the Amended Merger Agreement; and (iii) at the
election of the Stockholder at any time after September 15, 2001. No such
termination of this Agreement shall relieve any party hereto from any
liability for any breach of this Agreement prior to termination. In
addition, the covenants and agreements of the Stockholder and the
Stockholder Subsidiaries in Articles I, II and IV shall terminate (a)
automatically and without any required action of the parties hereto upon
the Effective Time; (b) at the election of the Stockholder if (X) Parent
and Holdco shall enter into any amendment or provide any waiver of the
Amended Merger Agreement, without the prior written consent of the
Stockholder, if such amendment or waiver would: (i) change in any respect
the amount or terms of the Holdco Common or Preferred Stock to be received
by the Stockholder and the Stockholder Subsidiaries in the offer or merger
or upon conversion of the Holdco Preferred Stock; (ii) change the tax
treatment to the Stockholder or the Stockholder Subsidiaries, for United
States federal income tax purposes, of the transactions contemplated hereby
and by the Amended Merger Agreement; or (iii) otherwise materially
adversely affect the interests of the Stockholder and the Stockholder
Subsidiaries; (Y) Parent or Holdco shall take any action having any of the
effects referred to in the foregoing clause (X) in breach of the Amended
Merger Agreement or which would be in breach thereof but for a waiver given
by the Company thereunder; or (Z) Parent or Holdco shall breach, in any
material respect, the provisions of this Agreement.
SECTION 5.4. Further Assurance. From time to time, at another
party's request and without consideration, each party hereto shall execute
and deliver such additional documents and take all such further action as
may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transaction contemplated by this
Agreement.
SECTION 5.5. Certain Events. The Stockholder agrees that this
Agreement and the Stockholder's obligations hereunder shall attach to the
Owned Shares and shall be binding upon any person or entity to which legal
or beneficial ownership of the Owned Shares shall pass, whether by
operation of law or otherwise. Notwithstanding any transfer of the Owned
Shares, the transferor shall remain liable for the performance of all its
obligations under this Agreement.
SECTION 5.6. No Waiver. 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,
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.
SECTION 5.7. Specific Performance. Each party acknowledges that
if such party fails to perform any of its obligations under this Agreement
immediate and irreparable harm or injury would be caused to the others for
which money damages would not be an adequate remedy. In such event, the
Stockholder, Parent and Holdco agree that the other parties hereto shall
have the right, in addition to any other rights each such party may have,
to specific performance of this Agreement. Accordingly, if any party should
institute an action or proceeding seeking specific enforcement of the
provisions hereof, the breaching party hereby waives the claim or defense
such party has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at
law exists. Each party further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such
equitable relief.
SECTION 5.8. Notice. All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to have
been duly given or made (i) as of the date delivered or sent by facsimile
if delivered personally or by facsimile, and (ii) on the third business day
after deposit in the U.S. mail, if mailed by registered or certified mail
(postage prepaid, return receipt requested), in each case to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice, except that notices of changes of address shall
be effective upon receipt):
(a) If to Parent or Holdco: Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier: 000-000-0000
Attention: W. Xxxxx Xxxxx
with a copy to: Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopier: 000-000-0000
Attention: Xxxxxx X. Xxxxx
(b) If to the Stockholder: Unitrin, Inc.
Xxx Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxx
with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx
(Illinois)
000 X. Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Telecopier: 312-407-0411
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxx
SECTION 5.9. Expenses. Except as otherwise expressly set forth
herein, all fees, costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such fees, costs and expenses.
SECTION 5.10. Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
SECTION 5.11. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any
rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the maximum extent possible.
SECTION 5.12. Entire Agreement; Third-Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof, and
this Agreement is intended to confer rights or remedies hereunder only to
the parties hereto and the Stockholder Subsidiaries.
SECTION 5.13. Assignment. This Agreement shall not be assigned
by operation of law or otherwise.
SECTION 5.14. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed entirely within
that State.
SECTION 5.15. Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto and
consented to in writing by the Company.
SECTION 5.16. Waiver. Any party hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other
parties hereto, (b) waive any inaccuracies in the representations and
warranties of the other parties hereto contained herein or in any document
delivered pursuant hereto and (c) waive compliance by the other parties
hereto with any of their agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver
shall be valid only as against such party and only if set forth in an
instrument in writing signed by such party. The failure of any party hereto
to assert any of its rights under this Agreement or otherwise shall not
constitute a waiver of those rights.
SECTION 5.17. Counterparts. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, Parent, Holdco and the Stockholder have
caused this Agreement to be executed as of the date first written above.
NORTHROP GRUMMAN CORPORATION
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Corporate Vice President and
Treasurer
NNG, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: President
UNITRIN, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
Annex A
STOCKHOLDER SUBSIDIARY PROXY
Pursuant to the Stockholders Agreement dated as of January ,
2001, (the "Agreement") among Northrop Grumman Corporation ("Parent"), NNG,
Inc. ("Holdco"), and Unitrin, Inc. (the "Stockholder"), the undersigned , a
corporation, hereby revokes any and all prior proxies or powers of attorney
in respect of any of the Subject Owned Shares, as defined below, and
constitutes and appoints Holdco and Parent or any company of Holdco and
Parent, with full power of substitution and resubstitution at any time
during the Term, as its true and lawful attorney ("Proxy"), for and in its
name, place and stead, to vote each of the Subject Owned Shares as its
Proxy at every annual, special, adjourned or postponed meeting of the
Stockholders of the Company, only as to the matters and in the manner
provided in Section 1.2 of the Stockholders Agreement.
This proxy and power of attorney are irrevocable and coupled
with an interest throughout the Term, but shall be revoked, terminated and
of no further force and effect automatically, and without further action of
the parties, upon the termination of the Agreement or the Stockholder's and
the Stockholder Subsidiaries' covenants and agreements in Articles I, II
and IV of the Agreement.
The undersigned represents and warrants that it is the owner,
beneficially and of record of Shares. Such Shares are referred to herein as
the "Subject Owned Shares".
Terms used herein which are capitalized and which are in the
Stockholders Agreement shall have the meanings therein specified.
IN WITNESS WHEREOF, the undersigned has executed this
irrevocable proxy the day of January, 2001.
By: ___________________________
Name: ___________________________
Title: ___________________________
STOCKHOLDER SUBSIDIARY PROXY
Pursuant to the Stockholders Agreement dated as of January 23, 2001,
(the "Agreement") among Northrop Grumman Corporation ("Parent"), NNG, Inc.
("Holdco"), and Unitrin, Inc. (the "Stockholder"), the undersigned Trinity
Universal Insurance Company hereby revokes any and all prior proxies or
powers of attorney in respect of any of the Subject Owned Shares, as
defined below, and constitutes and appoints Holdco and Parent or any
company of Holdco and Parent, with full power of substitution and
resubstitution at any time during the Term, as its true and lawful attorney
("Proxy"), for and in its name, place and stead, to vote each of the
Subject Owned Shares as its Proxy at every annual, special, adjourned or
postponed meeting of the Stockholders of the Company, only as to the
matters and in the manner provided in Section 1.2 of the Stockholders
Agreement.
This proxy and power of attorney are irrevocable and coupled with an
interest throughout the Term, but shall be revoked, terminated and of no
further force and effect automatically, and without further action of the
parties, upon the termination of the Agreement or the Stockholder's and the
Stockholder Subsidiaries' covenants and agreements in Articles I, II and IV
of the Stockholder's Agreement.
The undersigned represents and warrants that it is the owner,
beneficially and of record of 5,052,686 Shares. Such Shares are referred to
herein as the "Subject Owned Shares".
Terms used herein which are capitalized and which are in the
Stockholders Agreement shall have the meanings therein specified.
IN WITNESS WHEREOF, the undersigned has executed this irrevocable
proxy the 23rd day of January, 2001.
TRINITY UNIVERSAL INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
STOCKHOLDER SUBSIDIARY PROXY
Pursuant to the Stockholders Agreement dated as of January 23, 2001,
(the "Agreement") among Northrop Grumman Corporation ("Parent"), NNG, Inc.
("Holdco"), and Unitrin, Inc. (the "Stockholder"), the undersigned Union
National Life Insurance Company hereby revokes any and all prior proxies or
powers of attorney in respect of any of the Subject Owned Shares, as
defined below, and constitutes and appoints Holdco and Parent or any
company of Holdco and Parent, with full power of substitution and
resubstitution at any time during the Term, as its true and lawful attorney
("Proxy"), for and in its name, place and stead, to vote each of the
Subject Owned Shares as its Proxy at every annual, special, adjourned or
postponed meeting of the Stockholders of the Company, only as to the
matters and in the manner provided in Section 1.2 of the Stockholders
Agreement.
This proxy and power of attorney are irrevocable and coupled with an
interest throughout the Term, but shall be revoked, terminated and of no
further force and effect automatically, and without further action of the
parties, upon the termination of the Agreement or the Stockholder's and the
Stockholder Subsidiaries' covenants and agreements in Articles I, II and IV
of the Stockholder's Agreement.
The undersigned represents and warrants that it is the owner,
beneficially and of record of 326,197 Shares. Such Shares are referred to
herein as the "Subject Owned Shares".
Terms used herein which are capitalized and which are in the
Stockholders Agreement shall have the meanings therein specified.
IN WITNESS WHEREOF, the undersigned has executed this irrevocable
proxy the 23rd day of January, 2001.
UNION NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
STOCKHOLDER SUBSIDIARY PROXY
Pursuant to the Stockholders Agreement dated as of January 23, 2001,
(the "Agreement") among Northrop Grumman Corporation ("Parent"), NNG, Inc.
("Holdco"), and Unitrin, Inc. (the "Stockholder"), the undersigned United
Insurance Company of America hereby revokes any and all prior proxies or
powers of attorney in respect of any of the Subject Owned Shares, as
defined below, and constitutes and appoints Holdco and Parent or any
company of Holdco and Parent, with full power of substitution and
resubstitution at any time during the Term, as its true and lawful attorney
("Proxy"), for and in its name, place and stead, to vote each of the
Subject Owned Shares as its Proxy at every annual, special, adjourned or
postponed meeting of the Stockholders of the Company, only as to the
matters and in the manner provided in Section 1.2 of the Stockholders
Agreement.
This proxy and power of attorney are irrevocable and coupled with an
interest throughout the Term, but shall be revoked, terminated and of no
further force and effect automatically, and without further action of the
parties, upon the termination of the Agreement or the Stockholder's and the
Stockholder Subsidiaries' covenants and agreements in Articles I, II and IV
of the Stockholder's Agreement.
The undersigned represents and warrants that it is the owner,
beneficially and of record of 5,450,988 Shares. Such Shares are referred to
herein as the "Subject Owned Shares".
Terms used herein which are capitalized and which are in the
Stockholders Agreement shall have the meanings therein specified.
IN WITNESS WHEREOF, the undersigned has executed this irrevocable
proxy the 23rd day of January, 2001.
UNITED INSURANCE COMPANY OF AMERICA
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
