1
Exhibit 10.5
STANDBY AGREEMENT
This Standby Agreement (the "Agreement") is made as of the 7th day of
November, 1997, by and among Delphi International Ltd., a Bermuda corporation
(the "Company") and the individuals and entities listed on Annex A hereto
(collectively, the "Standby Purchasers").
WITNESSETH:
WHEREAS, the Company proposes to effect an initial public offering of its
common stock, par value $.01 per share (the "Common Shares") by means of an
offering (the "Rights Offering") to the holders of the outstanding Class A
Common Stock, par value $.01 per share ("Delphi Class A Common Stock"), of
Delphi Financial Group, Inc., a Delaware corporation ("Delphi"), to holders of
outstanding Class B Common Stock, par value $.01 per share, of Delphi ("Delphi
Class B Common Stock" and, together with the Delphi Class A Common Stock, the
"Delphi Common Stock"), and to holders of options to purchase Delphi Common
Stock, non-transferable rights (collectively, the "Rights"), with each Right
entitling the holder thereof to purchase one Common Share for every ten shares
of Delphi Common Stock and options to purchase Delphi Common Stock on an
aggregate basis, owned on a record date (the "Record Date") to be determined by
the Company.
NOW, THEREFORE, for and in consideration of the Exercise Price and the
mutual promises, representations, warranties, covenants and considerations
contained below, the parties hereto agree as follows:
1. Standby Agreement. The Standby Purchasers agree to, jointly, but not
severally, purchase at the Exercise Price, up to 900,500 Common Shares
underlying Rights which are not exercised by the Expiration Date, in such
amounts as indicated in Annex A attached hereto, and subject to Sections 2 and
3 of this Agreement.
2. Minimum Standby Commitment Shares. The Company hereby agrees to sell on
the Exercise Date to certain Standby Purchasers at the Exercise Price the first
150,000 Common Shares which are not exercised by the Expiration Date, based on
such Standby Purchasers' Minimum Standby Commitment Shares, as reflected in
Annex A.
3. Standby Commitment Shares. The Company hereby agrees to sell on the
Expiration Date to the Standby Purchasers at the Exercise Price such number of
Common Shares equal to the positive difference, if any, between 150,000 Common
Shares and the number of Common Shares purchased by the Standby Purchasers
pursuant to Section 1 of this Agreement, on a pro-rata basis, based on the
number of Standby Commitment Shares set forth in Annex A opposite the names of
the Standby Commitment Shares), up to the total amount of their commitments.
4. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Company's preliminary
prospectus dated October 31, 1997, a copy of which has been provided to each
Standby Purchaser.
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By: /s/ Xxxxx X'Xxxxxx
------------------------------------
Name: Xxxxx X'Xxxxxx
Title: President and Chief Executive
Officer
STANDBY PURCHASER:
---------------------------
[print name]
By:
----------------------------
Authorized Signatory
3
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Xxxxxxxx
---------------------------
[print name]
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Authorized Signatory
4
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxx X. Xxxx
---------------------------
[print name]
By: /s/ Xxxx X. Xxxx
----------------------------
Authorized Signatory
5
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxx X. Xxxxxxxx
---------------------------
[print name]
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------
Authorized Signatory
6
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxx X. Xxxxxx
---------------------------
[print name]
By: /s/ Xxxx X. Xxxxxx
----------------------------
Authorized Signatory
7
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx Xxxx
---------------------------
[print name]
By: /s/ Xxxxx Xxxx
----------------------------
Authorized Signatory
8
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx Xxxxxxxxx
---------------------------
[print name]
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Authorized Signatory
9
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Xxxxxxxxx Spray Trust
------------------------------
[print name]
By: /s/ Xxxxx Xxxxxxxxx, Trustee
----------------------------
Authorized Signatory
10
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxxxxx X. Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Authorized Signatory
11
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxx Xxxxxxx
----------------------------
Authorized Signatory
12
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxxx Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------
Authorized Signatory
13
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxx
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxx
----------------------------
Authorized Signatory
14
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxx X. Xxxx
---------------------------
[print name]
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Authorized Signatory
15
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Hercules Living Trust
------------------------------
[print name]
By: /s/ Xxxxx X. Hercules, Trustee
------------------------------
Authorized Signatory
16
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Ilg Family L.P. No. 1
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxx, General Partner
----------------------------------
Authorized Signatory
17
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxx X. Xxxxx
---------------------------
[print name]
By: /s/ Xxxx X. Xxxxx
----------------------------
Authorized Signatory
18
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Xxxxxx
---------------------------
[print name]
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Authorized Signatory
19
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxx
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Authorized Signatory
20
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxx Xxxxx
---------------------------
[print name]
By: /s/ Xxxxxxxx Xxxxx
----------------------------
Authorized Signatory
21
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: X. X. X'Xxxxx
---------------------------
[print name]
By: /s/ X. X. X'Xxxxx
----------------------------
Authorized Signatory
22
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By: /s/
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X'Xxxxxx
---------------------------
[print name]
By: /s/ Xxxxx X'Xxxxxx
----------------------------
Authorized Signatory
23
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxx X. Xxxx
---------------------------
[print name]
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Authorized Signatory
24
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Authorized Signatory
25
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxxxxxx
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Authorized Signatory
26
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Authorized Signatory
27
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxxx
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Authorized Signatory
28
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxxxx & Company
---------------------------
[print name]
By: /s/ Xxxx X. Xxxxxx
----------------------------
Director, R & Co. Capital Management Inc., its General Partner
29
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxxx X. Xxxxxxxxxxx Trust
-----------------------------
[print name]
By: /s/ Xxxxxxxx X. Xxxxxxxxxxx (Trustee)
-------------------------------------
Authorized Signatory
30
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxx Trust
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxx, Trustee
----------------------------
Authorized Signatory
31
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxx X. Xxxxx, Xx.
---------------------------
[print name]
By: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------
Authorized Signatory
32
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxx X. Xxxxxxx
---------------------------
[print name]
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Authorized Signatory
33
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxxxxx X. Xxxx
---------------------------
[print name]
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Authorized Signatory
34
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Xxxx X. Xxxxxxx Trust
---------------------------
[print name]
By: /s/ Xxxx X. Xxxxxxx, Trustee
----------------------------
Authorized Signatory
35
ANNEX A
MINIMUM
STANDBY STANDBY
COMMITMENT COMMITMENT
NAME(1) SHARES(1) SHARES
------- ---------- ----------
Xxxxx X. Xxxxxxxx 3,700 --
Xxxx X. Xxxx 2,300 2,300
Xxxxxxxx X. Xxxxxxxx 1,800 --
Xxxx X. Xxxxxx 5,000 --
Xxxxx Xxxx 10,000 2,600
Xxxxx X. Xxxxxxxxx and
Xxxxx X. Xxxxxxxxx Spray Trust 150,000 71,000
Xxxxxxxxxxx X. Xxxxxxx 5,000 --
Xxxxx X. Xxxxxxx 10,000 10,000
Xxxxxxxxx X. Xxxxxxx 2,000 2,000
Xxxxxx X. Xxx 40,000 --
Xxxxxxx X. Xxxx 800 --
Xxxxx X. Hercules Living Trust 15,000 --
Ilg Family L.P. No. 1 80,000 --
Xxxx X. Xxxxx 2,000 --
Xxxxx X. Xxxxxx 31,000 12,500
Xxxxxx X. Xxxxx 5,000 5,000
Xxxxxxxx X. Xxxxx 10,000 10,000
Xxxxxxx X. X'Xxxxx 33,400 --
Xxxxx X'Xxxxxx 15,000 15,000
Xxxxxxx X. Xxxx 2,400 2,400
Xxxxxx X. Xxxxxxx 2,700 2,700
Xxxxxx X. Xxxxxxxxx 3,800 --
Xxxxx X. Xxxxxxx 80,000 --
Xxxxxx X. Xxxxxx 20,000 --
Xxxxxxxxxx & Company(2) 300,000 --
Xxxxxxxx X. Xxxxxxxxxxx Trust 20,000 --
Xxxxxx X. Xxxxx Trust 15,000 --
Xxxxxx X. Xxxxx, Xx. 12,500 12,500
Xxxxx Xxxxxxx 100 --
Xxxxxxx Xxxx 2,000 2,000
Xxxx X. Xxxxxxx Trust 20,000 --
------- -------
Total 900,500 150,000
------------
(1) Represents aggregate commitment including Minimum Standby Commitment
Shares.
(2) Xxxxxxxxxx & Company has advised the Company that it intends to distribute
any shares purchased pursuant to the Standby Agreement to its partners. As
a result, Xx. Xxxxxx Xxxxxxxxxx will receive directly or indirectly an
initial distribution of approximately 73.5% of any shares so purchased.
