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