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EXHIBIT 10.7
AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of March 15, 2000,
by and between PennCorp Financial Group, Inc., a Delaware corporation (the
"Company"), and each other signatory party hereto (individually, a "Holder").
WHEREAS, the Company intends to solicit the approval of the holders of
its $3.375 Convertible Preferred Stock and $3.50 Series II Convertible Preferred
Stock (collectively, the "Preferred Stock"), to a recapitalization transaction,
the principal terms of which are attached hereto as Exhibit A (the
"Recapitalization");
WHEREAS, each of the Holders is an owner of shares of Preferred Stock;
and
WHEREAS, the Recapitalization is acceptable in all respects to each of
the Holders.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
SECTION 1. VOTE IN FAVOR OF THE RECAPITALIZATION. So long as the
Termination Event shall not have occurred, each Holder agrees (i) to vote its
shares of Preferred Stock in favor of the Recapitalization and vote to accept a
plan of reorganization incorporating the terms of the Recapitalization in the
Company's voluntary case under Chapter 11 of the United States Bankruptcy Code
and (ii) not to consent to, or vote for any other merger, consolidation, sale of
assets, reorganization, recapitalization, plan of reorganization or plan of
liquidation or any action relating to the consummation of which would either
frustrate the purposes of, or prevent or delay the consummation of the
Recapitalization.
SECTION 2. TRANSFER OF PREFERRED STOCK. Each Holder shall not, directly
or indirectly, sell, assign, hypothecate, grant an option on, or otherwise
dispose of (collectively, "transfer") any of the shares of Preferred Stock held
by such Holder on the date hereof; provided, however, that each Holder shall be
permitted to transfer any or all of its shares of Preferred Stock to (i) any
entity that agrees in a writing, in form and substance reasonably satisfactory
to the Company, to be bound by the terms of this Agreement or, (ii) any other
Holder.
SECTION 3. RELEASE. Effective as of the date of the consummation of the
Recapitalization, the Holders, for themselves and their respective affiliates,
assigns, heirs, executors, agents, employees, attorneys and representatives
(collectively, the "Releasors"), hereby RELEASE, SURRENDER, REMISE, ACQUIT, AND
FOREVER DISCHARGE the current and former officers and directors of the Company
and its present and former subsidiaries (the "Releasees") from any and all
claims, counterclaims, demands, damages,
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entitlements, actions, causes of action, suits in equity, liabilities, debts,
and accounts, whatsoever, which the Releasors now have, have ever had or may
hereafter have, whether known or unknown, suspected or unsuspected
(collectively, "Claims"), on account of or arising out of any matter with
respect to the operations or conduct of the business of the Company and its
present or former subsidiaries, other than Claims resulting from the intentional
misconduct or bad faith of a Releasee.
SECTION 4. REPRESENTATION OF OWNERSHIP. Each Holder represents that it
owns the shares of Preferred Stock set forth under its signature.
SECTION 5. TERMINATION OF OBLIGATIONS. The obligations of each Holder
hereunder shall terminate and be of no further force and effect (i) if an order
approving the sale of SW Life and SLT (as defined in Exhibit A attached hereto)
has been entered by the Bankruptcy Court (as defined in Exhibit A attached
hereto), and such order has become final or (ii) in the event the
Recapitalization has not been consummated on or prior to December 31, 2000
(each, a "Termination Event").
SECTION 6. DUE AUTHORIZATION. Each person who executes this Agreement
by or on behalf of each respective party represents that it has been duly
authorized or empowered to execute and deliver this Agreement on behalf of such
party.
SECTION 7. AMENDMENTS. No modification or amendment of the terms of
this Agreement shall be valid unless such modification or amendment, in writing,
has been signed by each of the signatories party hereto.
SECTION 8. GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of New York, without regard to the
conflict of law principles thereof except to the extent pre-empted by the United
States Bankruptcy Code. Any judicial proceeding brought against any of the
parties to this Agreement relating to a dispute arising out of this Agreement
will be brought exclusively in the Bankruptcy Court and by its execution and
delivery of this Agreement, each party hereto accepts the exclusive jurisdiction
of the Bankruptcy Court.
SECTION 9. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provisions in any other
jurisdiction.
SECTION 10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signature of more than one
party and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
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SECTION 11. HEADINGS. The Section headings of this Agreement are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.
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IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be
executed and delivered by their respective duly authorized officers as of the
date first set forth above.
PENNCORP FINANCIAL GROUP, INC.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
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Title: President and Chief Executive Officer
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HOLDERS
AIG - Soundshore Partners Camden Asset Management
By: [ILLEGIBLE] By: /s/ XXXX X. XXXXXX
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Its: Its: Managing Director
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Preferred Shares: 41,170 Preferred Shares: 80,097
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Forest Investment Management Highbridge Capital Management LLC
By: /s/ XXXXXXX X. XXXX By: /s/ XXXXXXX XXXXX
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Its: Chairman Its: Managing Director
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Preferred Shares: 424,000 Preferred Shares: 63,640
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Inverness/Phoenix Partners L.P. Executive Capital Partners I, L.P.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
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Its: Managing Director Its:
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Preferred Shares: 1,007,789 Preferred Shares: 33,354
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Xxxxx'x Dock, L.L.C. Loeb Partners Corp
By: /s/ XXXXX X. XXXXX By: [ILLEGIBLE]
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Its: Its:
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Preferred Shares: 530,257 Preferred Shares: 29,000
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Paloma Securities LLC Paloma Strategic Securities Limited
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Its: Vice President Its: Executive Vice President
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Preferred Shares: 317,000 Preferred Shares: 70,900
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Q Investments, LP Steadfast Financial LLC
By: /s/ XXXXXX XXXXXXXXX By: /s/ XXXXXX FOOT
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Its: Vice President Its:
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Preferred Shares: 57,270 Preferred Shares: 246,400
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Vicuna Advisors LLC W.G. Trading
By: /s/ XXXX XXXXX By: /s/ XXXX XXXXXXXXX
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Its: Managing Member Its: Senior Trader
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Preferred Shares: 796,600 Preferred Shares: approx. 158,000
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/s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. XxXxxxxxx
Preferred Shares: 10,000
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