CONFORMED COPY
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,
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.
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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
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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 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 statements other than
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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 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.
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(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 Securities upon any
Demand Request made pursuant to the provisions of Section 4.1.
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(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 intended method of disposition
thereof and pursuant thereto the Corporation shall as expeditiously as possible:
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(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 registration
statement contains an untrue statement of a material fact or
12
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
13
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 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 provisions of
Section 11(a) of the Securities Act, no later than 30 days
14
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
15
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 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 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
16
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
17
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 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
18
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 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 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.
20
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
number as is specified for such Stockholder or DVI after its signature to this
21
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
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 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
---------------------------------------
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 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: Xxxxxxx X. Xxxx
Title: Authorized Officer
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
Attn: 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
