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EXHIBIT 10.4
EXECUTION COPY
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (hereinafter this Agreement) is made and entered
into this 6th day of June, 1997, by and between each of those parties identified
and set forth on Schedule 1 attached hereto, each of which is incorporated in
the state listed adjacent to its name as set forth on Schedule 1 attached hereto
(individually and collectively hereinafter Pledgor), and NPF X, Inc., an Ohio
corporation (hereinafter Pledgee).
BACKGROUND INFORMATION
A. Coastal Physician Group, Inc. ("Coastal") and Pledgee entered
into that certain Loan and Security Agreement dated as of June 6, 1997
(hereinafter the Loan Agreement), as further evidenced by that certain
Promissory Note made by Coastal payable to Pledgee, dated as of June 6, 1997
(hereinafter the "Note"), whereby Pledgee loaned to Coastal working capital
loans and certain sums in order to facilitate the issuance to Coastal and/or its
direct and indirect subsidiaries, of certain letters of credit (collectively
referred to hereinafter as the "Loans"), all pursuant to and as more
specifically set forth in the Loan Agreement and the Note; and
B. In order to induce Pledgee to enter into the Loan Agreement
and the Note, Pledgor has agreed to pledge to Pledgee, as security for Pledgor's
payment and other obligations under the Loan Agreement and the Note, all of
Pledgor's right, title and interest in, to and under the Collateral, as such
term is hereinafter defined.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the mutual covenants contained herein, the parties agrees as
follows:
1. Certain Definitions. As used herein, (i) the term Stock shall
mean all of the issued and outstanding common and preferred stock, now owned or
at any time hereunder acquired by the Pledgor, of any of its Subsidiaries that
are corporations, which Stock is more specifically identified and set forth on
Exhibit A attached hereto which is incorporated in its entirety herein by this
reference; (ii) the term Interests shall mean all of the right, title and
interest of the Pledgor, now owned or at any time hereafter acquired by the
Pledgor, in any of its Subsidiaries that are not corporations (including,
without limitation, any partnerships and joint ventures), and shall include,
without limitation, all rights and interests of the Pledgor existing under all
partnership, joint venture or other agreements creating or governing such right,
title and interest, to which the Pledgor is now or may hereafter become a party
(as the same may be amended, modified, supplemented or restated from time to
time, collectively, the "Investment
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Agreements"), including, without limitation, all rights of the Pledgor to
receive payments or other distributions thereunder, and all rights granted or
terms supplied by applicable law thereunder or in connection therewith; and
(iii) the term Securities shall mean all of the Stock and the Interests. The use
of the term Securities hereunder to refer collectively to the Stock and the
Interests is for convenience of description only and shall not be construed to
mean or suggest that any of the Stock or Interests constitutes a security within
the meaning of applicable federal or state securities laws.
All Stock at any time pledged hereunder is hereinafter called
the Pledged Stock; all Interests at any time pledged hereunder are hereinafter
called the Pledged Interests; all Pledged Stock and Pledged Interests together
are called the Pledged Securities; and the Pledged Securities, together with all
proceeds thereof, including any securities and moneys received and at the time
held by the Pledgee hereunder, are hereinafter called the Collateral.
The Pledgor represents and warrants, as to the Stock and
Interests owned by the Pledgor and required to be pledged hereunder, that on the
date hereof (i) the Stock consists of the number and type of shares of the
capital stock of the corporations as described in Exhibit A; (ii) such Stock
constitutes that percentage of the issued and outstanding capital stock of the
issuing corporation as is set forth in Exhibit A; (iii) the Pledgor has no
Interests and is not a party to any Investment Agreements; and (iv) the Pledgor
is the holder of record and sole beneficial owner of the Stock as is set forth
in Exhibit A, and there exist no warrants, options, preemptive rights or other
rights or restrictions in favor of third parties in respect of any of the Stock
other than as evidenced by this Agreement.
The Pledgor represents and warrants that the chart attached
hereto as Schedule 2 accurately and completely reflects the corporate structure
and ownership of all of the Subsidiaries of the Pledgor as of the date hereof.
2. Pledge of Securities. To secure the Secured Obligations of the
Pledgor, Pledgor herewith (i) delivers to Pledgee the Securities owned by the
Pledgor on the date hereof, together with the certificate(s) representing the
Securities, accompanied by undated stock powers duly executed in blank by the
Pledgor, or such other instruments of transfer as are acceptable to the Pledgee;
and (ii) grants a security interest in the Collateral to Pledgee.
3. Additional Securities. If the Pledgor shall acquire (by
purchase, stock dividend or otherwise) any additional Securities (or
certificates or instruments representing Securities) at any time or from time to
time after the date hereof, such Securities shall be automatically deemed to be
Pledged Securities and to be pledged to the Pledgee pursuant to Section 2 of
this Agreement, and the Pledgor will deposit such Securities (or certificates or
instruments representing Securities) as security with the Pledgee and deliver to
the Pledgee any certificates or instruments therefor, accompanied by undated
stock powers duly executed in blank by the Pledgor, or such other instruments of
transfer as are acceptable to the Pledgee. Additionally, if the Pledgor shall
acquire any Interests at any time or from time to time after the date hereof,
the Pledgor will deliver complete and correct copies of all Investment
Agreements to which such Interests relate, including all schedules and exhibits
thereto (and will from time to time thereafter, promptly upon
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any amendment or modification thereof, deliver a complete and correct copy of
the same to the Pledgee), and will use its best efforts to deliver to the
Pledgee the consents of all Persons required to be obtained under the provisions
of the relevant Investment Agreements or under applicable law as a condition to
the valid and lawful pledge of such Interests to the Pledgee, each in form and
substance satisfactory to the Pledgee. In the event that any pledge of Interests
hereunder would be voidable absent any such consents, such pledge shall be
deemed void ab initio, and the Pledgor will repledge such Interests hereunder
promptly upon obtaining such consents.
Notwithstanding anything to the contrary contained herein, if
any Securities (whether now owned or hereafter acquired) are uncertificated
securities within the meaning of the applicable Uniform Commercial Code or are
otherwise not evidenced by any stock certificate or similar certificate or
instrument, the Pledgor will promptly notify the Pledgee thereof and will
promptly take all actions required to perfect the security interest of the
Pledgee under applicable law, including, as applicable, under Article 8 or 9 of
the applicable Uniform Commercial Code. The Pledgor further agrees to take such
actions as the Pledgee reasonably deems necessary or desirable to effect the
foregoing and to permit the Pledgee to exercise any of its rights and remedies
hereunder, and agrees to provide an opinion of counsel reasonably satisfactory
to the Pledgee with respect to any such pledge of uncertificated Securities
promptly upon request of the Pledgee.
4. Secured Obligations. This Agreement is made by the Pledgor for
the benefit of the Pledgee to secure:
(i) the full and prompt payment to the Pledgee, at any time
and from time to time as and when due (whether at the stated maturity,
by acceleration or otherwise), of all of the obligations of the
Pledgor, including, without limitation, all principal of and interest
on the Loans (including, to the greatest extent permitted by law,
interest accruing after the filing of a petition or commencement of a
case by or with respect to the Pledgor seeking relief under any
bankruptcy or insolvency laws, regardless of whether a claim for any
such interest is allowed against the Pledgor in any such proceeding);
(ii) any and all sums advanced by the Pledgee in order to
preserve the Collateral or to preserve its security interest in the
Collateral; and
(iii) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations or liabilities of the
Pledgor referred to in clauses (i) and (ii) above, after an Event of
Default (such term to mean and include, for purposes of this Agreement,
any Event of Default within the meaning of the Loan Agreement or the
Note) shall have occurred and be continuing, the expenses of re-taking,
holding, preparing for sale or lease, selling or otherwise disposing of
or realizing on the Collateral, or of any exercise by the Pledgee of
its rights hereunder, together with reasonable attorneys fees and court
costs;
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all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (iii) of this Section, are collectively referred to hereinafter as the
Secured Obligations.
5. Representations/Warranties. Pledgor represents, warrants and agrees
that (a) it has the power to execute this Agreement and to carry out all of the
terms, covenants and provisions contained herein; (b) no person, firm or entity
has any rights to purchase or acquire the Collateral; (c) the Collateral is duly
issued, fully paid and nonassessable; (d) Pledgor owns the Collateral free and
clear of any and all liens, charges or encumbrances thereon or affecting the
title thereto, except encumbrances created by this Agreement; (e) Pledgor has
good right and lawful authority to assign, transfer and deliver the Collateral
to Pledgee, as hereinabove provided, and will warrant and defend the title
thereto, and the security interest therein, conveyed to Pledgee by this
Agreement, against the claims of all persons whomsoever and wheresoever
situated; (f) Pledgor will not withdraw as a shareholder, partner, joint
venturer or investor in any Subsidiary, file or pursue any action that may cause
a dissolution or liquidation of any Subsidiary or seek any partition or similar
relief in respect thereof; (g) Pledgor will not amend, modify or terminate any
Investment Agreement; (h) Pledgor will not sell, assign or transfer and will not
pledge, hypothecate, mortgage or otherwise encumber any right or rights with
respect to the Collateral or any rights or interests thereunder absent the
express written consent of Pledgee; and (i) Pledgor will not agree to do or
cause to be done any of the foregoing, in a manner that would have the effect of
impairing the position or interests of the Pledgee.
6. Holding of Collateral. Pledgee shall hold the Collateral as security
for the Secured Obligations and other obligations of Pledgee under the Loan
Agreement and the Note, and shall not at any time dispose of any of the
Collateral or further encumber the same except as is herein otherwise provided.
Except for treatment of the Collateral in its possession in a manner
substantially equivalent to that which the Pledgee, in its individual capacity,
accords its own property of a similar nature, and the account for moneys
actually received by it hereunder, the Pledgee shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to the Collateral. The Pledgee
shall not be liable to the Pledgor for any loss or damage sustained by it, or
for any loss, damage, depreciation or other diminution in the value of any of
the Collateral that may occur as a result of or in connection with or that is in
any way related to any exercise by the Pledgee of any right or remedy under this
Agreement or any other act or failure to act on the part of the Pledgee, except
to the extent that the same is caused by its own gross negligence or willful
misconduct.
7. Dividends/Distributions. So long as no Event of Default has occurred
and is continuing, Pledgor shall be entitled to receive all cash dividends or
distributions payable in respect of the Pledged Securities, provided, that all
cash dividends or distributions payable in respect of the Pledged Securities in
connection with the dissolution, liquidation, recapitalization or
reclassification of the capital of any Subsidiary (other than any such
transaction permitted by the Loan Agreement and the Note) that are determined by
the Pledgee, in its sole and absolute discretion, to represent in whole or in
part an extraordinary, liquidating or other distribution in return of capital
shall be paid, to the extent so determined to represent an extraordinary,
liquidating or other distribution in return of capital, to the Pledgee and
retained by it as part of the Collateral (unless such cash dividends are applied
to the repayment of the Secured
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Obligations). The Pledgee also shall be entitled to receive directly, and to
retain as part of the Collateral:
(i) all other or additional stock or other securities or
property (other than cash) paid or distributed by way of dividend or
otherwise in respect of the Pledged Securities;
(ii) all other or additional stock or other securities or
property (including cash, unless applied to the repayment of the
Secured Obligations) paid or distributed in respect of the Pledged
Securities by way of stock split, spin-off, split-up, reclassification,
combination of shares or similar rearrangement; and
(iii) all other or additional stock or other securities or
property (including cash, unless applied to the repayment of the
Secured Obligations) paid or distributed in respect of the Collateral
by reason of any consolidation, merger, exchange of stock, conveyance
of assets, liquidation or similar corporate reorganization (other than
any such transaction permitted by the Loan Agreement and the Note).
Nothing contained in this Section shall limit or restrict in
any way the Pledgees right to receive proceeds of the Collateral in any form in
accordance with this Agreement. All dividends, distributions or other payments
that are received by the Pledgor contrary to the provisions of this Section and
Section 9 shall be received in trust for the benefit of the Pledgee, shall be
segregated from other property or funds of the Pledgor and shall be forthwith
paid over to the Pledgee as Collateral in the same form as so received (with any
necessary endorsements).
8. Voting. So long as no Event of Default has occurred and is
continuing, the Pledgor shall be entitled to vote any and all Pledged Securities
owned by it, and to give consents, waivers or ratifications in respect thereof;
provided, that no vote shall be cast, nor any consent, waiver or ratification
given or any action taken, nor any other action taken or fail to be taken, that
would, or could reasonably be excepted to, violate or be inconsistent with any
of the terms of this Agreement, the Loan Agreement, the Note or any Investment
Agreement, or have the effect of impairing the position or interests of the
Pledgee. All such rights of the Pledgor to vote and to give consents, waivers
and ratifications shall cease immediately upon the occurrence and at all times
during the continuance of an Event of Default.
9. Remedies Upon Event of Default. In case an Event of Default
shall have occurred and be continuing, Pledgee shall have all rights and
privileges of the holder of record of the Collateral and the Pledgee shall be
entitled to exercise all of its rights, powers and remedies (whether vested in
it by this Agreement, or by law, including all the rights and remedies of a
secured party under the applicable Uniform Commercial Code) for the protection
and enforcement of its rights in respect of the Collateral, and shall be
entitled, in particular (but without limitation of the foregoing), to exercise
the following rights, which the Pledgor hereby agrees to be commercially
reasonable:
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(i) Pledgee may, at its election, declare the entire amount
of the Loan Agreement and the Note then outstanding due and payable at
once;
(ii) to receive all amounts payable in respect of the
Collateral otherwise payable under Section 7 to the Pledgor;
(iii) to transfer all or any part of the Collateral into the
Pledgees name or the name of its nominee or nominees;
(iv) to vote all or any part of the Pledged Securities
(whether or not transferred into the name of the Pledgee) and give all
consents, waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the outright owner
thereof (the Pledgor hereby constituting and appointing the Pledgee as
the proxy and attorney-in-fact of the Pledgor, with full power of
substitution to do so, which power, being coupled with an interest, is
irrevocable for so long as the Loan Agreement, the Note and this
Agreement shall be in effect); and
(v) at any time or from time to time, to sell, assign and
deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by the Pledgor),
for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and to adjourn the same
from time to time, and for such price or prices and on such terms as
the Pledgee in its sole and absolute discretion may determine to be
commercially reasonable; provided, that, unless the Collateral
threatens to decline speedily in value, there shall be given to the
Pledgor at least ten (10) days notice of the time and place of any such
public sale or the time after which any private sale may be made. The
Pledgor hereby waives and releases, to the fullest extent permitted by
law, any right or equity of redemption with respect to the Collateral,
whether before or after sale hereunder, and all rights, if any, of
marshaling the Collateral and any other security for the Secured
Obligations or otherwise. At any such sale, unless prohibited by
applicable law, the Pledgee may bid for and purchase all or any part of
the Collateral so sold free from any such right or equity of
redemption, and the Pledgee shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all
or any portion of the Collateral, to use and apply any of the Secured
Obligations as a credit on account of the purchase price for any
Collateral payable by the Pledgee at such sale. The Pledgee shall not
be liable for failure to collect or realize upon any or all of the
Collateral or for any delay in so doing, nor shall the Pledgee be under
any obligation to take any action whatsoever with regard thereto.
(vi) apply proceeds of disposition of the Stock available for
satisfaction of the Pledgors indebtedness in any order of preference
which Pledgee, in its sole discretion, chooses, and to the extent there
is a deficiency in the proceeds of disposition of the Stock, Pledgee
shall collect such deficiency from Pledgor and to the extent there are
excess proceeds from the disposition of the Stock, Pledgee shall pay to
any other pledgee or
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secured party, if any, an amount necessary in order to satisfy such
obligations and shall pay any amount remaining to Pledgor.
Notwithstanding any other provision contained herein or in any
other credit document or Investment Agreement, in no event shall the Pledgee
have or assume any of the obligations or liabilities of the Pledgor under any
Investment Agreement by virtue of this Agreement or any foreclosure or other
action taken by the Pledgee hereunder, even if the Pledgee is deemed to have
become a substitute partner or acquired any similar status under the terms of
any Investment Agreement or applicable law, except to the extent the Pledgee
shall have expressly agreed otherwise in writing. Pledgor agrees to sign,
execute or endorse any and all documents or instruments necessary to effect
foreclosure of the pledge contemplated herein.
10. Event of Default. For purposes of this Agreement, each of the
following shall be deemed an Event of Default:
(a) the occurrence of an Event of Default under the Loan Agreement
or the Note;
(b) failure of Pledgor to perform any of the terms of this
Agreement including, without limitation, any attempt of
Pledgor to transfer any beneficial interest in the Pledged
Securities not permitted hereby; or
(c) any representation or warranty made by Pledgor in this
Agreement or in any other agreement or assignment entered into
in connection with the Loan Agreement, or in any report,
certificate, financial statement or other instrument furnished
in connection with the Loan Agreement or this Agreement shall
prove to be false or misleading in any material respect.
11. Attorney-in-Fact. While any Event of Default exists and is
continuing, the Pledgor hereby irrevocably appoints the Pledgee its lawful
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor, the Pledgee or otherwise, and with full power of
substitution in the premises, from time to time in the Pledgees reasonable
discretion (but subject to the rights of the Pledgor under Sections 7 and 8) to
take any action and to execute any instrument that the Pledgee may reasonably
deem necessary or advisable to accomplish the purpose of this Agreement,
including, without limitation:
(i) to ask, demand, collect, xxx for, recover, compound,
compromise, settle, receive and give acquittance and receipts for
moneys due and to become due under or in respect of the Loan Agreement,
the Note, the Collateral or any other collateral for the Loan Agreement
or the Note;
(ii) to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clause (i)
above;
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(iii) to file any claims or take any action or institute any
proceedings that the Pledgee may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights
of the Pledgee with respect to any of the Collateral;
(iv) upon the occurrence of a breach, default or event of
default by the Pledgor under the Investment Agreement (whether or not
the same shall constitute an Event of Default), the Pledgor hereby
agrees promptly to notify the Pledgee thereof, to correct or cure the
same in such manner and to such extent as the Pledgee shall reasonably
deem necessary to protect its security interest in the Pledged
Interests thereunder, including, without limitation, to appear in and
defend any action or proceeding purporting to affect such Interests, to
perform and discharge any material obligation, covenant and agreement
of the Pledgor under such Investment Agreement, and, in exercising any
such powers, to incur and pay, for the account of the Pledgor,
necessary and reasonable costs and expenses (including reasonable
attorneys fees), but without any obligation on the part of the Pledgee
to do any of the foregoing; and
(v) to perform the affirmative obligations of the Pledgor
under this Agreement;
and, in the case of each of clauses (i) through (v) above, the Pledgee shall use
its best efforts to give the Pledgor notice of any action taken by it in
accordance with this Section as soon as practicable after such action is taken;
provided, however, that the failure to give any such notice shall not in any way
impair the authority of the Pledgee pursuant to this Section or the validity of
any action taken by the Pledgee pursuant hereto, or result in any liability on
the part of the Pledgee to the Pledgor or any of its Subsidiaries. The exercise
by the Pledgee of any of its rights pursuant to this Section shall not create
any further obligation on the part of the Pledgee to exercise any other rights
hereunder or to take any other or future action in respect thereof. The power of
attorney granted under this Section, being coupled with an interest, is
irrevocable for so long as this Agreement shall be in effect.
(c) If the Pledgor fails to perform any agreement contained
herein after written request to do so by the Pledgee, the Pledgee may itself
perform, or cause performance of, such agreement, and the reasonable expenses
so incurred in connection therewith shall be payable by the Pledgor pursuant
to Section 13.
12. Delay Not Waiver. Pledgee may delay exercising or omit to
exercise any right or remedy under this Agreement without waiving that or any
other past, present or future right or remedy except in writing signed by
Pledgee.
13. Indemnification. The Pledgor agrees to indemnify and hold
harmless the Pledgee from and against any and all claims, demands, losses,
judgments and liabilities of every kind or nature, and to reimburse the Pledgee
for all costs and expenses (including, without limitation, reasonable attorneys
fees), arising out of or resulting from this Agreement or the exercise by the
Pledgee of any interests, rights or remedies granted hereunder, provided, that
the Pledgee shall not be entitled to indemnification pursuant to this Section
for claims, demands,
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losses, judgments and liabilities to the extent caused by its gross negligence
or willful misconduct. In no event shall the Pledgee be liable for any matter or
thing in connection with this Agreement other than to account for moneys
actually received by it in accordance with the terms hereof. If and to the
extent that the obligations of the Pledgor under this Section are unenforceable
for any reason, the Pledgor hereby agrees to make the maximum contribution to
the payment and satisfaction of such obligations that is permissible under
applicable law.
14. Additional Acts. Pledgor shall, at its own expense, do, make,
procure, execute and deliver all acts, things, writings and assurances as
Pledgee may at any time reasonably request to protect, assure or enforce its
interests, rights and remedies created by, provided in or emanating from this
Agreement.
15. Payment/Retransfer. Upon the payment of the entire amount of
the principal and interest required by the terms of the Loan Agreement and the
Note, Pledgee shall retransfer the Collateral to Pledgor unless the Collateral
has been previously transferred to another pledgee or secured party with the
prior express written consent of Pledgee.
16. Binding Effect. This Agreement shall be binding on and inure
to the benefit of the parties hereto, their personal representatives, successors
and assigns. Facsimile signatures shall be binding upon the parties hereto.
17. Modification/Termination/Amendment. This Agreement shall not
be changed, modified, terminated, canceled or amended except by a writing signed
by all of the parties hereto.
18. Governing Law. This Agreement shall be construed in accordance
with the laws of Ohio. The parties hereto agree that any action concerning,
relating to, or involving this Agreement must be venued in Franklin County,
Ohio, and the parties hereby consent to the jurisdiction of the courts in said
county.
19. Headings. The headings and captions herein are inserted only
as a matter of convenience and for reference and in no way define, limit or
describe the scope of this Agreement or the intent of any provision thereof.
20. Counterparts. This Agreement may be executed in one or more
counterparts all of which together shall constitute a binding and enforceable
agreement with respect to each party.
21. Severability. The invalidity of any provision or provisions of
this Agreement shall not affect the other provisions, and this Agreement shall
be construed in all respects as if any invalid provisions were omitted.
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IN WITNESS WHEREOF, the Pledgee and each Pledgor has caused this
Agreement to be executed under seal by its duly authorized officer as of the
date first above written.
PLEDGEE:
NPF X, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman
Address:
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
THE SIGNATURES OF THE PLEDGORS EXECUTING THIS AGREEMENT
AS OF THE DATE FIRST ABOVE WRITTEN ARE ON THE FOLLOWING
SEQUENTIALLY NUMBERED SIGNATURE PAGES.
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BIRTH CENTERS OF FLORIDA, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL GOVERNMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL GOVERNMENT SERVICES
MANAGEMENT GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL MANAGED HEALTHCARE, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PHYSICIAN GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: President & CEO
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PHYSICIAN GROUP OF
FLORIDA, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PHYSICIAN NETWORKS, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PHYSICIAN SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: President & CEO
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PHYSICIAN SERVICES
OF SOUTH FLORIDA, INC.
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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COASTAL PRACTICE SERVICES
OF THE NORTHEAST, INC.
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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HEALTH ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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HEALTHCARE BUSINESS RESOURCES,
INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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INTEGRATED PROVIDER NETWORKS,
INC.
By: /s/ Xxxxxx X. Xxxxx, M.D.
------------------------------------
Name: Xxxxxx X. Xxxxx, M.D.
Title: Senior Executive Vice President
Address:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
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