STOCKHOLDERS AGREEMENT
This AGREEMENT made as of the 26th day of February 2001 is by and among
those entities identified on the signature page hereto as the Former Senior
Noteholders (collectively with any of their Affiliate Transferees, the "Former
Senior Noteholders" and singularly a "Former Senior Noteholder") and Xxxxxxxxxxx
Xxxxx and Xxxxxxxx Xxxxxx (collectively with any of their Affiliate Transferees,
"Executive Management") and Medical Resources, Inc., a Delaware corporation (the
"Corporation") and DVI Financial Services, Inc., a Delaware corporation
(collectively, with any of its Affiliate Transferees, "DVI"). Each of the Former
Senior Noteholders, Executive Management and any Transferee of a Former Senior
Noteholder or Executive Management 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 are to be issued
shares of Common Stock representing in the aggregate 83.96% of the issued and
outstanding Common Stock as of the effective date of the Plan, Executive
Management are to be issued shares of Common Stock representing 2% of the issued
and outstanding Common Stock as of the effective date of the Plan and DVI is to
be issued shares of Common Stock representing 5.86% of the issued and
outstanding Common Stock as of the effective date of the Plan. 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. DVI is a party to this Agreement as a holder of Registrable Securities
solely for the purposes of accepting and agreeing to the provisions of Articles
4 and 5 and the defined terms used therein.
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 Executive Management to which such Former Senior Noteholder or
Executive Management shall have transferred any of its Shares or any Affiliate
of DVI to which DVI shall have transferred any of its Registrable Securities.
1.4 "Common Stock" means the Corporation's authorized common stock, $.01
par value per share.
1.5 "Demand Registration" has the meaning given therefor in Section 4.1.
1.6 "Demand Request" has the meaning given therefor in Section 4.1.
1.7 "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.
1.8 "indemnified party" has the meaning given therefor in Section 4.7.
1.9 "indemnifying party" has the meaning given therefor in Section 4.7.
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 "Piggyback Registration" has the meaning given therefor in Section
4.2.
1.12 "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.
1.13 "Plan Value" means $10 per share of Common Stock as appropriately
adjusted from time to time to reflect any stock splits, combinations or similar
transactions in respect of the Common Stock or dividends paid on the Common
Stock after the effective date of the Plan.
1.14 "Register," registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement.
1.15 "Registrable Securities" means all shares of Common Stock issued to
the Former Senior Noteholders, Executive Management or DVI pursuant to the Plan
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) provided any such shares of Common Stock (or other capital
stock) which have been sold after the date hereof pursuant to a registration
statement or to the public through a broker, dealer or market maker or in
compliance with Rule 144 or Rule 144A (or any similar rule then in force) under
the Securities Act or repurchased by the Corporation or any subsidiary of the
Corporation shall cease to be Registrable Securities.
1.16 "Registration Expense" has the meaning given therefor in Section 4.6.
1.17 "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.
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1.18 "SEC" means the United States Securities and Exchange Commission.
1.19 "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
1.20 "Selling Former Senior Noteholders" has the meaning given therefor in
Section 3.1.
1.21 "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).
1.22 "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 and, in the case of DVI,
any person to whom any of DVI's Registrable Securities are transferred or
assigned by DVI and any successor in interest, whether by operation of law or
otherwise.
ARTICLE 2. VOTING AGREEMENTS
2.1 Board of Directors. Each Stockholder agrees to vote all of his Shares
in favor of, and otherwise take all actions as the holder of such Shares
required for:
(a) the election to the Board of Directors of the Corporation of up
to six nominees selected by the Requisite Former Senior
Noteholders; and
(b) the removal from the Board of Directors of any director nominated
by the Requisite Former Senior Noteholders, at the request of the
Requisite Former Senior Noteholders, and the election to the
Board of Directors of any substitute therefor nominated by the
Requisite Former Senior Noteholders.
2.2 Modification of Charter Documents; Other Voting Agreement. Each
Stockholder covenants and agrees that he will:
(a) not vote any of his Shares, and to the extent he has the power to
do so and otherwise may lawfully exercise such power, will not to
permit any director elected by the Stockholders pursuant to
Section 2.1 to vote, in favor of:
(i) the adoption of any amendment to or waiver of any
provision of the Corporation's Certificate of
Incorporation or Bylaws as in effect as of the date
hereof pursuant to the Plan (other than in connection
with the Initial Post-Effective Public Offering if such
amendments have been recommended by the underwriters in
connection therewith);
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(ii) any alteration or change to the designation or the
powers, preferences or rights or the qualifications,
limitations or restrictions of the Common Stock (other
than in connection with the Initial Post-Effective Public
Offering if such amendments have been recommended by the
underwriters in connection therewith);
(iii) any (A) authorization or creation of or amendment to any
class or series of stock ranking, either as to payment of
dividends, distribution of assets or redemption, prior to
the Common Stock, or (B) authorization or creation of or
amendment to any shares of any class or series or any
bonds, debentures, notes or other obligations convertible
into or exchangeable for, or having optional rights to
purchase, any stock having any such ranking prior to the
Common Stock;
(iv) any increase in the authorized number of shares of Common
Stock (other than in connection with the Initial
Post-Effective Public Offering if such amendments have
been recommended by the underwriters in connection
therewith);
(v) the liquidation, dissolution, winding-up or similar
transaction of the Corporation or sale of all or
substantially all of the assets of the Corporation or any
subsidiary thereof;
(vi) the redemption or repurchase of any shares of Common
Stock (except for shares of Common Stock issued to
employees, officers, directors or consultants which is
redeemed in connection with the termination of such
person's employment with the Corporation);
(vii) the authorization of a dividend on any shares of capital
stock; or
(viii) any merger, consolidation, sale of stock or other
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 percent (50%) of the
aggregate voting power of outstanding stock of the
surviving Corporation;
unless otherwise consented to by the Requisite Former Senior
Noteholders; and
(b) if requested by Former Senior Noteholders owning Shares
representing more than fifty (50%) percent of the then issued
and outstanding shares of Common Stock, vote all his Shares and,
to the extent he has the power to do so and otherwise may
lawfully exercise such power, will instruct any director elected
by the Stockholders pursuant to Section 2.1 to vote,
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in favor (A) of any transaction identified in clauses (a)(i)
through (a)(vii) above; and (B) of any transaction identified in
clause (a)(viii) if the consideration to be received by the
holders of shares of Common Stock in such transaction is not
less than the then current Plan Value.
ARTICLE 3. RIGHTS OF CO-SALE; REQUIRED CO-SALE.
3.1 Tag-Along/Drag-Along. If one or more Former Senior Noteholders
("Selling Former Senior Noteholders") propose to sell, in a single transaction
or series of related transactions, Shares representing more than 40% of the
Common Stock at the time outstanding 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, the other Stockholders have the right to participate
in such sale to the extent provided in Section 3.2. Further, if such sale of
Shares by the Selling Former Noteholders represents more than 50% of the Common
Stock at the time outstanding and is at a price per share not less than the
current Plan Value, the other Stockholders shall, if requested by the Selling
Former Senior Noteholders, sell to the purchaser of such Selling Former Senior
Noteholders' Shares all of their Shares on the same terms and conditions as such
Selling Former Senior Noteholders; provided, the other Stockholders shall not be
obligated to sell their Shares pursuant to this sentence unless the Selling
Former Senior Noteholders propose to sell all of their Shares in such
transaction. Not less than thirty (30) days prior to any proposed sale of Shares
by Selling Former Senior Noteholders, the Selling Former Senior Noteholders
shall give the other Stockholders written notice of the proposed sale (a "Sale
Notice") which shall specify the terms and conditions of such sale and whether
or not the Selling Former Senior Noteholders are exercising their rights under
clause (b) of this Section 3.1 to require to other Stockholders to sell their
Shares on the same terms and conditions.
3.2 Participation Procedures. If the other Stockholders are not required,
but are entitled and wish, to participate in such sale (each a "Participating
Stockholder"), each Participating Stockholder shall give the Selling Former
Senior Noteholders written notice (a "Participation Notice") of its election to
participate not later than fifteen (15) days after the date of the delivery of
the Sale Notice and specifying the number of Shares which it wishes to sell. If
the Selling Former Senior Noteholders receive any Participation Notices, they
shall not sell any Shares in such transaction unless the purchaser thereof at
the same time purchases from each Participating Stockholder on the same terms
and conditions, that number of Shares at least equal to the lesser of:
(a) the total number of Shares which such Participating Stockholder
specified in its Participation Notice that it wished to sell; or
(b) the number of Shares derived by multiplying the total number of
Shares then owned by such Participating Stockholder by a
fraction, the numerator of which is equal to the number of
Shares that are to be purchased by the proposed purchaser from
the Selling Former Senior Noteholders and the denominator of
which is the aggregate number of Shares owned by the Selling
Former Senior Noteholders prior to such sale;
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provided, the number of Shares to be included by each Participating Stockholder
and each Selling Former Senior Noteholders in such sale shall be reduced pro
rata based on the number of Shares proposed to be included by each in such sale
until the aggregate number of Shares to be sold is equal to the number of Shares
that the proposed purchaser desires to purchase.
ARTICLE 4. REGISTRATION RIGHTS
4.1 Demand Registration.
(a) Requests for Registration. At any time following the first
anniversary of the effective date of the Plan, Former Senior
Noteholders owning Registrable Securities representing at least
15% of the then issued and outstanding shares of Common Stock
shall be entitled to request registration (a "Demand Request")
under the Securities Act of all or any portion of their
Registrable Securities. A registration requested pursuant to
this Section 4.1(a) is referred to in this Agreement as a
"Demand Registration". The Demand Request shall specify the
approximate number of Registrable Securities requested to be
registered and the intended method of distribution thereof.
Within ten days after receipt of a Demand Request, the
Corporation shall give written notice of such requested
registration to each other holder of Registrable Securities and
shall include in such registration all Registrable Securities
with respect to which the Corporation has received written
requests for inclusion therein, including without limitation,
but subject to Section 4.1(c), all Registrable Securities
requested for inclusion pursuant to Section 4.2, and the
intended method of distribution thereof within 30 days after the
receipt of the Corporation's notice.
(b) Number of Demand Registrations. The Former Senior Noteholders as
a group shall be entitled to request two Demand Registrations.
The Corporation shall pay all Registration Expenses in
connection with the Demand Registration and shall pay all
Registration Expenses in connection with a registration
initiated as a Demand Registration whether or not it becomes
effective or is not otherwise counted as a Demand Registration.
A registration shall not count as a Demand Registration until it
has become effective under the Securities Act and any blue sky
laws of any applicable state and remains so effective until the
earlier of the date all Registrable Securities included therein
have been sold pursuant thereto or the time periods for which
such registration statement is required to be maintained as
effective under Section 4.4(a) have expired (unless such
registration statement is withdrawn at the request of the
holders of not less than a majority of the Registrable
Securities included therein (other than a withdrawal in the case
described in the next following sentence or in the case
described in Section 4.1(d)). If so requested in the Demand
Request and if the market value of the Registrable Securities to
be included in such registration shall have current market value
of not less than $5,000,000, the Corporation shall
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use its best efforts to effect such Demand Registration as an
underwritten offering on a firm commitment basis, provided if
the Corporation is unable to effect the registration as an
underwritten offering on a firm commitment basis, the
Corporation will continue to effect such registration if
requested to do so by holders of not less than a majority of the
Registrable Securities to be included therein in accordance with
the method of distribution as is specified by such holders and
in such case the registration statement shall count as a Demand
Registration; otherwise such Demand Request shall be deemed not
to have been made and shall not count as a Demand Registration.
(c) Priority on Demand Registration. All Registrable Securities
requested to be included in the Demand Registration shall be
included unless the offering is to be underwritten and the
managing underwriters advise the Corporation in writing that all
of the Registrable Securities requested to be included may not
be sold without adversely affecting the marketability of the
offering. In such case, the number of such Registrable
Securities included in the offering, if any, shall be allocated
first, pro rata among the Former Senior Noteholders on the basis
of the total number of Registrable Securities requested by each
such holder to be included and second, pro rata among the other
holders of Registrable Securities requested to be included
pursuant to Section 4.2 on the basis of the total number of
Registrable Securities requested to be included pursuant to
Section 4.2. If all Registrable Securities requested to be
included in the Demand Registration are so included, the
Corporation may include in the Demand Registration other
securities to be sold by the Corporation for its own account or
to be sold by other Persons, unless the managing underwriters
advise the Corporation in writing that in their opinion the
inclusion of such other securities will cause the number of
Registrable Securities and other securities requested to be
included in the offering to exceed the number which may be sold
without adversely affecting the marketability of the offering.
(d) Restrictions on Demand Registration. The Corporation shall not
be obligated to effect a Demand Registration within 120 days
after the effective date of a previous registration of
securities by the Corporation under the Securities Act if the
holders of Registrable Securities were given piggyback rights in
such previous registration pursuant to Section 4.2 and all
Registrable Securities requested to be included in such
registration pursuant to Section 4.2 were included therein. The
Corporation shall be entitled to postpone, for up to 90 days (or
for up to 120 days if the Demand Request relating to the
registration statement is received during the month of December
or the first quarter of any calendar year) the filing of any
registration statement otherwise required to be prepared and
filed by it pursuant hereto if, at the time it receives a Demand
Request, the Corporation would be required to prepare for
inclusion or incorporation into the registration statement any
financial
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statements other than those that it customarily prepares or the
Corporation determines in its reasonable business judgment that
such registration and offering would materially interfere with
any financing, refinancing, acquisition, disposition, corporate
reorganization or other material corporate transactions or
development involving the Corporation or any of its subsidiaries
and promptly gives the holders of the Registrable Securities
making the Demand Request written notice of such determination;
provided, that if the Corporation shall so postpone the filing
of a registration statement, the holders of a majority of the
Registrable Securities making the Demand Request shall have the
right to withdraw the Demand Request by giving written notice to
the Corporation within 30 days after the receipt of notice of
postponement and, in the event of such withdrawal, the withdrawn
Demand Request shall be deemed not to have been made and shall
not count as a Demand Registration.
(e) Selection of Underwriters. The Corporation shall have the right
to select the investment banker(s) and manager(s) to administer
the Demand Registration, subject to the approval of the holders
of a majority of the Registrable Securities to be included
therein, which approval shall not be unreasonably withheld.
(f) Grant of Other Demand Registration Rights. From and after the
date hereof, the Corporation shall not grant to any Persons the
right to request the Corporation to register any equity
securities of the Corporation without the prior written consent
of Former Senior Noteholders owning Registrable Securities
representing a majority of Registrable Securities owned by all
Former Senior Noteholders at the time provided, that the
Corporation may without the consent of such Former Senior
Noteholders, grant rights to other Persons to (i) participate
in Piggyback Registrations so long as such rights are
subordinate to the rights of the holders of Registrable
Securities with respect to such registrations; and (ii) request
registrations so long as the holders of Registrable Securities
are entitled to participate in any such registrations pari passu
with such Persons.
4.2 Piggyback Registrations.
(a) Right to Piggyback. Whenever the Corporation proposes to
register any of its equity securities under the Securities Act
(including, without limitation, in a Demand Registration) and
the registration form to be used may be used for the
registration of Registrable Securities, the Corporation shall
give prompt written notice to each holder of Registrable
Securities of its intention to effect such a registration and
shall include in such registration (a "Piggyback Registration")
all Registrable Securities with respect to which the Corporation
has received written requests for inclusion therein (which
request shall state the
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intended method of distribution thereof) within 30 days after
the receipt of the Corporation's notice on the same terms and
conditions as the other securities included therein.
(b) Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities shall be paid by the Corporation in all
Piggyback Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration
is an underwritten primary registration on behalf of the
Corporation, and the managing underwriters advise the
Corporation in writing that in their opinion the number of
securities requested to be included in such registration exceeds
the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Corporation
shall include in such registration first, the securities the
Corporation proposes to sell and second, the Registrable
Securities requested to be included therein and then (and only
then) any other securities requested to be included in such
registration. If less than all the Registrable Securities
requested to be included in the Piggyback Registration may be so
included, the number of Registrable Securities included in the
Piggyback Registration shall be allocated pro rata among the
holders of Registrable Securities on the basis of the number of
Registrable Securities requested by each such holder to be
included therein.
(d) Priority on Secondary Registrations. If a Piggyback Registration
is an underwritten secondary registration on behalf of other
holders of the Corporation's securities other than a Demand
Registration, and the managing underwriters advise the
Corporation in writing that in their opinion the number of
securities requested to be included in such registration exceeds
the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Corporation
shall include in such registration the Registrable Securities
and the other securities on whose behalf the registration was
initially being made pro rata among the holders of the
Registrable Securities and the holders of such other securities
on the basis of the number of Registrable Securities and other
securities requested by each such holder to be included therein.
If the Piggyback Registration is a Demand Registration and the
managing underwriters advise the Corporation in writing that in
their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in
such offering without adversely affecting the marketability of
the offering, the provisions of Section 4.1(c) shall govern.
(e) Continued Obligation for Demand Registration. No registration of
Registrable Securities effected under this Section 4.2 shall
relieve the Corporation of its obligation to effect registration
of the Registrable
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Securities upon any Demand Request made pursuant to the
provisions of Section 4.1.
(f) Withdrawal or Delay. If at any time after giving written notice
of its intention to register any securities and prior to the
effective date of the registration statement filed in connection
with such registration, the Corporation shall determine for any
reason not to register or to delay registration of such
securities, the Corporation may, at its election, give written
notice of such determination to each holder of Registrable
Securities requested to be included in such offering and (i) in
the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in
connection with such registration (but not from any obligation
of the Corporation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights
of any holder of Registrable Securities to include Registrable
Securities in any future registrations pursuant to this Section
4.2 or to cause a registration to be effected as a Demand
Registration under Section 4.1, and (ii) in the case of a
determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as
the delay in registering such other securities.
4.3 Holdback Agreements.
(a) No holder of Registrable Securities shall effect any public sale
or distribution (which shall not include any sales pursuant to
Rule 144 or 144A) of equity securities of the Corporation, or
any securities convertible into or exchangeable or exercisable
for such securities, during the seven days prior to and the
120-day period following the effective date of the registration
statement for a Demand Registration or any underwritten
Piggyback Registration in which Registrable Securities are or
may be included (except as part of the offering covered by such
registration statement) unless the underwriters managing the
registered public offering otherwise agree.
(b) The Corporation shall not effect any public sale or distribution
of shares of Common Stock or any other equity securities of the
Corporation, during the seven days prior to and during the
90-day period following the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration
(except as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form or pursuant to
any shelf registration statement then in effect for the benefit
of any holders of the Corporation's securities), unless the
underwriters managing the registered public offering otherwise
agree.
4.4 Registration Procedures. Whenever any Registrable Securities are
required to be registered pursuant to this Agreement, the Corporation shall use
its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the
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intended method of disposition thereof and pursuant thereto the Corporation
shall as expeditiously as possible:
(a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities on Form S-1 or such other
form of general applicability satisfactory to the managing
underwriter (or if the offering is not underwritten, the holders
of a majority of Registrable Securities included therein) and
use its reasonable best efforts to cause such registration
statement to become effective (provided that the Corporation may
delay or discontinue any registration statement effected under
Section 4.1 in accordance with Section 4.1(d) or Section 4.2 in
accordance with Section 4.2(f)) and prepare and file with the
SEC such amendments and post-effective amendments to such
registration statement and supplements to the prospectus used in
connection therewith as may be necessary to keep such
registration statement effective under the Securities Act and
the blue sky laws of any applicable state for a period of not
less than 90 days in the case of an underwritten offering, and
in any other offering, until the disposition of all Registrable
Securities covered by such registration statement, but not
longer than a period of six months, unless at the expiration of
such six month period, less than 75% of the Registrable
Securities covered by such Registration Statement have been
sold, then such period shall automatically be extended for six
additional months; provided that at any time after the
registration statement has been continuously effective for six
consecutive months, if the Corporation determines in its
reasonable business judgment that having such registration
statement remain in effect would materially interfere with any
financing, refinancing, acquisition, disposition, corporate
reorganization or other material corporate transaction or
development involving the Corporation or any of its Subsidiaries
or at any time after such registration statement has been
declared effective if the Corporation becomes the subject of an
unsolicited tender offer for at least a majority of its equity
securities, the Corporation may, upon prior written notice to
each holder of Registrable Securities included therein, suspend
such registration statement for a period of not more than ninety
(90) days, and in no event shall the Corporation be entitled to
exercise such right more than once in any 12-month period;
(b) before filing a registration statement or prospectus or any
amendments or supplements thereto or incorporating any document
by reference therein, the Corporation shall furnish to the
holders of Registrable Securities included in such registration
statement copies of all such documents proposed to be filed or
incorporated therein, which documents shall be subject to the
review and comment of such holders and one counsel selected by
such holders;
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(c) notify in writing each holder of Registrable Securities included
in such registration statement of (i) the filing and
effectiveness of such registration statement or any amendment or
post-effective amendments thereto and the prospectus and any
supplement thereto, (ii) any request by the SEC for amendments
or post-effective amendments to the registration statement or
supplements to the prospectus or for additional information,
(iii) the issuance by the SEC of any stop order suspending the
effectiveness of such registration statement or the initiation
or threatening of any proceedings for that purpose, and (iv) the
receipt by the Corporation of any notification with respect to
the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;
(d) comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration
statement during the period of, and in accordance with the
intended methods of, disposition by the sellers thereof as set
forth in such registration statement;
(e) furnish, without charge, to each holder of Registrable
Securities included in a registration statement such number of
copies of such registration statement, the prospectus included
in such registration statement (including each preliminary
prospectus), each amendment and supplement thereto, and such
other documents as such holder may reasonably request in order
to facilitate the disposition of the Registrable Securities
included therein owned by such holder and the Corporation hereby
consents to the use of each prospectus or any supplement thereto
by each such holder and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered
by such registration statement or any amendment thereto;
(f) use its reasonable best efforts to register or qualify all
Registrable Securities included in a registration statement
under such other securities or blue sky laws of such
jurisdictions as any holder of such Registrable Securities
reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable such
holder to consummate the disposition in such jurisdictions of
such Registrable Securities (provided that the Corporation shall
not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify
but for this subparagraph (f), (ii) subject itself to taxation
in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(g) immediately notify each holder of Registrable Securities
included in a registration statement, at any time when a
prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of
which the prospectus included in such
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registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements
therein not misleading, and shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not
misleading;
(h) cause all Registrable Securities included in a registration
statement to be listed on each securities exchange on which
similar securities issued by the Corporation are then listed
and, if not so listed, but similar securities are then listed on
the NASD automated quotation system, to be listed on the NASD
automated quotation system and, if listed on the NASD automated
quotation system, use its reasonable best efforts to secure
designation of all such Registrable Securities as a NASDAQ
national market system security within the meaning of Rule
11Aa2-1 of the SEC or failing that, at such time as the
Corporation becomes eligible for such authorization, to secure
NASDAQ authorization for such Registrable Securities if
available and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register as such
with respect to such Registrable Securities with the NASD;
(i) if the offering is underwritten, use its reasonable best efforts
to furnish on the date that Registrable Securities are delivered
to the underwriters for sale pursuant to such registration
statement, and to the extent required by any underwriting
agreement or from time to time upon request by any holder of
Registrable Securities in connection with its disposition of its
Registrable Securities under such registration statement: (i) an
opinion dated such date of counsel representing the Corporation
for the purposes of such registration, addressed to the
underwriters and to each such holder, stating that such
registration statement has become effective under the Securities
Act and that (A) to the best knowledge of such counsel, no stop
order suspending the effectiveness thereof has been issued and
no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (B) the
registration statement, the related prospectus and each
amendment or supplement thereof appear on their face to be
appropriately responsive in all material respects with the
requirements of the Securities Act (except that such counsel
need not express any opinion as to financial statements or
financial data contained therein) and (C) to such other effect
as may be reasonably requested by counsel for the underwriters
or by such holder or its counsel if such offering is not
underwritten and (ii) to the extent accounting standards then
permit, a letter dated such date from the independent public
accountants retained by the Corporation, addressed to the
underwriters and to each such holder, stating that they are
independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the
financial statements of
13
the Corporation included in the registration statement or the
prospectus, or any amendment or supplement thereof, comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including
information as to the period ending no more than five Business
Days prior to the date of such letter) with respect to such
registration as such underwriters, or such holder if such
offering is not underwritten, may reasonably request;
(j) provide a transfer agent and registrar for all Registrable
Securities included in a registration statement not later than
the effective date of such registration statement, and a CUSIP
number for all such Registrable Securities and provide the
applicable transfer agent with printed certificates or
instruments for such Registrable Securities which are in a form
eligible for deposit with Depositary Trust Corporation and
otherwise meeting the requirements of any securities exchange on
which such Registrable Securities are then listed;
(k) cooperate with the holders of Registrable Securities included in
a registration statement and the underwriters, if any, to
facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold not bearing any
restrictive legends; and to enable such Registrable Securities
to be in such denominations and registered in such names as the
underwriters may request at least two Business Days prior to any
sale of such Registrable Securities to the underwriters;
(l) enter into such customary agreements (including underwriting
agreements in customary form) as the underwriters of any
registration statement pursuant to an underwritten offering,
reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including effecting
a stock split or a combination of shares);
(m) make available for inspection by any holder of Registrable
Securities included in a registration statement, any underwriter
participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained
by any such holder or underwriter, all financial and other
records, pertinent corporate documents and properties of the
Corporation as they deem necessary to conduct their due
diligence review, and cause the Corporation's officers,
directors, employees and independent accountants to supply all
information reasonably requested by any such holder,
underwriter, attorney, accountant or agent in connection with
such registration statement;
(n) otherwise comply with the Securities Act, the Exchange Act, all
applicable rules and regulations of the SEC and all applicable
state blue sky and other securities laws, rules and regulations,
and make generally available to its security holders, earnings
statements satisfying the
14
provisions of Section 11(a) of the Securities Act, no later than
30 days after the end of any 12 month period (or 90 days if the
end of such 12 month period coincides with the end of a fiscal
quarter or fiscal year, respectively) of the Corporation (A)
commencing at the end of any month in which Registrable
Securities are sold to underwriters in an underwritten offering,
or, (B) if not sold to underwriters in such an offering,
beginning within the first three months commencing after the
effective date of the registration statement, which statements
shall cover said 12 month periods;
(o) permit any holder of Registrable Securities which, in such
holder's sole and exclusive judgment, might be deemed to be an
underwriter or a controlling person of the Corporation, to
participate in the preparation of such registration or
comparable statement and to require the insertion therein of
material, furnished to the Corporation in writing, which in the
reasonable judgment of such holder and its counsel should be
included; and
(p) if the offering is underwritten, promptly upon notification to
the Corporation from the managing underwriter of the price at
which the securities are to be sold under such registration
statement, and, in any event, prior to the effective date of the
registration statement filed in connection with such
registration, the Corporation shall advise each holder
requesting inclusion of Registrable Securities in such
registration statement of such price. If such price is below the
price which is acceptable to a holder of Registrable Securities
requested to be included in such offering, then such holder
shall have the right, by written notice to the Corporation given
prior to the effectiveness of such registration statement, to
withdraw its request to have its Registrable Securities included
in such registration statement.
4.5 Conditions to Registration. Each holder's right to have its Registrable
Securities included in any registration statement filed by the Corporation in
accordance with the provisions of this Agreement shall be subject to the
following conditions:
(a) The holders of Registrable Securities to be included in such
registration statement shall furnish the Corporation in a timely
manner with all information requested by the Corporation in
writing and required by the applicable rules and regulations of
the SEC or otherwise reasonably required by the Corporation or
its counsel in order to enable them properly to prepare and file
such registration statement in accordance with applicable
provisions of the Securities Act and if the offering is
underwritten such holder shall (i) agree to sell its Registrable
Securities on any reasonable and customary basis provided in any
underwriting arrangements approved by (A) the holders of not
less than a majority of the Registrable Securities included
therein in the case of a Demand Registration, or (B) the
Corporation or such other holders of securities on
15
whose account the registration is initially being made in the
case of a Piggyback Registration and (ii) complete and execute
all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements on a timely
basis; provided that in no case shall a holder of Registrable
Securities included in any registration be required to make any
representations or warranties to the Corporation or the
underwriters other than representations and warranties regarding
such holder, the Registrable Securities held by such holder and
such holder's intended method of distribution;
(b) If any such holder desires to sell and distribute Registrable
Securities over a period of time, or from time to time, at then
prevailing market prices, then any such holder shall execute and
deliver to the Corporation such written undertakings as the
Corporation and its counsel may reasonably request in order to
assure full compliance with applicable provisions of the
Securities Act and the Exchange Act;
(c) Such holder shall agree that as of the date that a final
prospectus is made available to it for distribution to
prospective purchasers of Registrable Securities it shall cease
to distribute copies of any preliminary prospectus prepared in
connection with the offer and sale of such Registrable
Securities and will deliver or cause to be delivered a copy of
such final prospectus to each Person who received a copy of any
preliminary prospectus prior to sale of any of the Registrable
Securities to such Persons; and
(d) Upon receipt of any notice from the Corporation of the existence
of any event of the nature described in Section 4.4(g), such
holder will forthwith discontinue disposition of Registrable
Securities until such holder receives copies of the supplemented
or amended prospectus contemplated by Section 4.4(g) or until it
is advised in writing by the Corporation that the use of the
prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by
reference in the prospectus, and, if so directed by the
Corporation, such holder will deliver to the Corporation (at the
Corporation's expense) all copies, other than permanent file
copies then in such holder's possession, of the prospectus
covering such Registrable Securities current at the time of
receipt of such notice.
4.6 Registration and Selling Expenses.
(a) All expenses incident to the Corporation's performance of or
compliance with this Agreement and the preparation, filing,
amendment or supplement of any registration statement in which
Registrable Securities are to be included, including without
limitation all registration and filing fees, fees and expenses
(including the Corporation's counsel fees) of
16
compliance with securities or blue sky laws, printing and
copying expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of
counsel for the Corporation and all independent certified public
accountants, underwriters (excluding discounts and commissions
and fees in lieu of discounts and commissions) and other Persons
retained by the Corporation, the expenses and fees for listing
the securities to be registered on each securities exchange on
which similar securities issued by the Corporation are then
listed or on the NASD automated quotation system, transfer
taxes, fees of transfer agents and registrars and cost of
insurance (all such expenses being called "Registration
Expenses") shall be borne by the Corporation, whether or not any
such registration statement becomes effective.
(b) In connection with each registration effected pursuant to
Section 4.1 or 4.2, the Corporation shall reimburse the holders
of Registrable Securities included in such registration for the
reasonable fees and disbursements of one counsel chosen by the
holders of a majority of the Registrable Securities included in
such registration.
(c) All underwriting discounts and selling commissions applicable to
the sale of Registrable Securities and all fees and
disbursements of counsel for the holders of Registrable
Securities, other than fees and expenses referred to in Section
4.6(b), shall be paid by the holders of Registrable Securities.
4.7 Indemnification.
(a) The Corporation agrees to indemnify, hold harmless and
reimburse, to the extent not prohibited by law, each holder of
Registrable Securities included in a registration statement, its
directors, officers, employees and each Person who controls such
holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses, whether joint
or several (including legal expenses and any expenses incurred
in investigating any claims) caused by any untrue or alleged
untrue statement of material fact contained in such registration
statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading or any
other violation or breach of the Securities Act, the Exchange
Act or any state securities or blue sky law or any other law by
the Corporation or its officers or directors or any other Person
acting or purporting to act on the Corporation's behalf, except
insofar as the same are caused by or contained in any
information furnished in writing to the Corporation by such
holder specifically stating that it is to be used in the
preparation thereof or by such holder's failure to deliver a
copy of the registration statement or prospectus or any
17
amendments or supplements thereto after the Corporation has
furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the
Corporation shall indemnify such underwriters, their officers
and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the
holders of Registrable Securities.
(b) In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder
shall indemnify the Corporation, its managers, officers and
employees and each Person who controls the Corporation (within
the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses (including legal expenses and
any expenses incurred in investigating any claims) resulting
from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder
specifically stating that it is to be used in the preparation
thereof; provided that the obligation to indemnify shall be
individual to each holder and in no event shall the aggregate
liability of a holder for indemnities pursuant to this Section
4.7 exceed the net amount of proceeds received by such holder
from the sale of its Registrable Securities pursuant to such
registration statement.
(c) Any Person entitled to indemnification hereunder (an
"indemnified party") shall (i) give prompt written notice to any
Person obligated to make such indemnification (an "indemnifying
party") of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice
shall not impair any Person's right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying
party) and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than
one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such
18
indemnified parties with respect to such claim or that there may
be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed
to conflict with the interests of the indemnifying party, the
indemnified party shall have the right to select a separate
counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as
incurred.
(d) In order to provide for just and equitable contribution to joint
liability in any case in which either (i) the indemnity provided
for in this Section 4.7 is unavailable to a party that would
otherwise have been an indemnified party, or (ii) contribution
under the Securities Act or any other applicable law may be
required on the part of any such holder of Registrable
Securities or any controlling Person of such a holder in
circumstances for which indemnification is provided under this
Section 4.7; then, and in each such case, the indemnifying and
indemnified party will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion as is
appropriate to reflect the relative fault of the indemnifying
party on the one hand and such indemnified party on the other in
connection with the statement or omission or circumstance which
resulted in such loss, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by the
indemnifying party or such indemnified party and the parties'
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission;
provided, however, that, in any such case, (A) no such holder
will be required to contribute any amount in excess of the
amounts received by it from the sale of its Registrable
Securities pursuant to such registration statement; and (B) no
Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
(e) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and
shall survive the transfer of any Registrable Securities and any
termination of this Agreement.
19
ARTICLE 5. MISCELLANEOUS.
5.1 Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their Transferees; provided:
(a) in no event shall Executive Management be permitted to sell,
gift, pledge, assign or otherwise transfer any of their Shares
except to an Affiliate Transferee;
(b) 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
(c) no Transferee shall be entitled to any benefits under Article 4
unless (x) such Transferee is already a Stockholder, DVI or an
Affiliate Transferee or (y) the transfer to such Transferee is
of Registrable Securities constituting at least 5% of the then
issued and outstanding Common Stock or (z) the transfer to such
Transferee is of the original number of shares of Common Stock
issued to such Transferee's transferor under the Plan (as such
number may be adjusted to reflect any subsequent stock split,
combination or reclassification of Common Stock).
5.2 Term and Termination. The rights and obligations of the parties:
(a) under Articles 2 and 3 hereunder shall terminate upon the
earlier of (i) the mutual written agreement of all of the
Stockholders, (ii) 18 months following the effective date of the
Plan, (iii) the effective date of the Corporation's Initial
Post-Effective Public Offering or (iv) 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;
(b) under Article 4 shall terminate upon the earlier of (i) the time
there are no more Registrable Securities or (ii) the
consummation of any merger, consolidation, sale of stock or
other 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 percent (50%) of the aggregate voting power of
outstanding stock of the surviving Corporation provided such
transaction has been consented to by Former Senior Noteholders
owning at least two-thirds of Shares then owned by Former Senior
Noteholders or (iii) upon mutual written agreement of all
parties hereto.
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; provided, no amendment which amends any provision of Article 4,
this Article 5 or the defined terms as
20
used herein or therein shall be effective without the consent of DVI or any
Transferee thereof entitled to the benefits of Article 4 for so long as DVI or
such Transferee owns any Registrable Securities.
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 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.
5.7 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.
5.8 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.
5.9 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.
5.10 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
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.
5.11 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 or DVI addressed to such Stockholder or DVI at such address or fax
21
number as is specified for such Stockholder or DVI 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, DVI or the
Corporation shall have specified to other party hereto in writing given in
accordance with this Section 5.11. Notice given in accordance with this Section
5.11 shall be effective upon the earlier of the date of delivery or the second
Business Day at the place of delivery after dispatch.
5.12 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.
5.13 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 restrictions on transfer and voting agreements and
may be entitled to certain benefits in accordance with and
subject to all the terms and conditions of a certain
Stockholders Agreement dated as of February 26, 2001, a copy
of which the Corporation will furnish to the holder of this
certificate upon request and without charge."
22
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 Xxxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Co-Chief Executive Officer
EXECUTIVE MANAGEMENT: /s/ Xxxxxxxxxxx Xxxxx
---------------------------------
Xxxxxxxxxxx Xxxxx
Address for Notices:
c/o Medical Resources, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxxxxx Xxxxxx
---------------------------------
Xxxxxxxx Xxxxxx
Address for Notices:
c/o Medical Resources, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Signature Page to Stockholders Agreement
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 Stockholders Agreement
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 Stockholders Agreement
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 Stockholders Agreement
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
Signature Page to Stockholders Agreement
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 Stockholders Agreement
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 Stockholders Agreement
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 Stockholders Agreement
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 Stockholders Agreement
XXXXXXX & CO., (as nominee of General Electric
Capital Assurance Company (f/k/a Great
Northern Insured Annuity Corporation)
By:/s/ Xxxxxxxx Xxxxxxx for Xxxxxxx & Co.
--------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Prog. Administrator
Address for Notices:
GE Capital Assurance Co.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Signature Page to Stockholders Agreement
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 Stockholders Agreement
HARE & CO (as nominee of Lincoln National
Life Insurance Company)
By:/s/ Xxxxxxx X. Xxxx
---------------------------------
Name:
Title:
Address for Notices:
Liberty Capital
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx
Signature Page to Stockholders Agreement
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 Stockholders Agreement
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
Attention: J. Xxxxxx Xxxxxxx
Signature Page to Stockholders Agreement
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 Stockholders Agreement
EXECUTIVE RISK INDEMNITY INC.
By:/s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Address for Notices:
Chubb Financial Group
00 Xxxxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Signature Page to Stockholders Agreement
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 Stockholders Agreement
