1
Exhibit 10.5
AMENDED AND RESTATED STANDBY AGREEMENT
This Amended and Restated Standby Agreement (the "Agreement") is made as of
the 17th day of December, 1997, by and among Delphi International Ltd., a
Bermuda corporation (the "Company") and the individuals and entities listed on
Annex A hereto (collectively, the "Standby Purchasers").
WITNESSETH:
WHEREAS, the Company proposes to effect an initial public offering of its
common stock, par value $.01 per share (the "Common Shares") by means of an
offering (the "Rights Offering") to holders of the outstanding Class A
Common Stock, par value $.01 per share ("Delphi Class A Common Stock"), of
Delphi Financial Group, Inc., a Delaware corporation ("Delphi"), to holders of
the outstanding Class B Common Stock, par value $.01 per share, of Delphi
("Delphi Class B Common Stock" and, together with the Delphi Class A Common
Stock, the "Delphi Common Stock"), and to holders of options to purchase Delphi
Common Stock, non-transferable rights (collectively, the "Rights"), with each
Right entitling the holder thereof to purchase one Common Share for every ten
shares of Delphi Common Stock and options to purchase Delphi Common Stock on an
aggregate basis, owned on a record date (the "Record Date") to be determined by
the Company.
NOW, THEREFORE, for and in consideration of the Exercise Price and the
mutual promises, representations, warranties, covenants and considerations
contained below, the parties hereto agree as follows:
1. Standby Agreement. The Standby Purchasers agree to, jointly, but not
severally, purchase at the Exercise Price, up to 900,500 Common Shares
underlying Rights which are not exercised by the Expiration Date, in such
amounts as indicated in Annex A attached hereto, and subject to Sections 2 and
3 of this Agreement.
2. Minimum Standby Commitment Shares. The Company hereby agrees to sell on
the Exercise Date to certain Standby Purchasers at the Exercise Price up to the
first 150,000 Common Shares which are not exercised by the Expiration Date,
based on such Standby Purchasers' Minimum Standby Commitment Shares, as
reflected in Annex A. In the event that Rights representing less than 150,000
Common Shares are not exercised by the Expiration Date, the Company agrees to
sell to the Minimum Standby Purchasers, and such persons agree to purchase
from the Company, such number of additional Common Shares as will result in the
Minimum Standby Purchasers purchasing 150,000 Common Shares.
3. Standby Commitment Shares. The Company hereby agrees to sell on the
Expiration Date to the Standby Purchasers at the Exercise Price up to an
additional 750,500 Common Shares which are not exercised by the Expiration Date,
on a pro-rata basis, based on the number of Standby Commitment Shares set forth
in Annex A opposite the names of the Standby Commitment Shares, up to the total
amount of their commitments.
4. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Company's preliminary
prospectus dated October 31, 1997, a copy of which has been provided to each
Standby Purchaser.
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇
Title: President and Chief Executive
Officer
STANDBY PURCHASER:
---------------------------
[print name]
By:
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇ ▇. ▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Authorized Signatory
5
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
9
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Spray Trust
------------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
----------------------------
Authorized Signatory
10
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
11
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
12
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
13
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
----------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Authorized Signatory
15
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. Hercules Living Trust
------------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇. Hercules, Trustee
------------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: Ilg Family L.P. No. 1
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇, General Partner
----------------------------------
Authorized Signatory
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Authorized Signatory
18
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Authorized Signatory
19
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Authorized Signatory
20
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Authorized Signatory
21
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇. ▇. ▇'▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇. ▇. ▇'▇▇▇▇▇
----------------------------
Authorized Signatory
22
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By: /s/
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇'▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇
----------------------------
Authorized Signatory
23
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5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Authorized Signatory
24
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
25
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
26
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
27
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Authorized Signatory
28
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇▇▇ & Company
---------------------------
[print name]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Director, R & Co. Capital Management Inc., its General Partner
29
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Trust
-----------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (Trustee)
-------------------------------------
Authorized Signatory
30
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
----------------------------
Authorized Signatory
31
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------
Authorized Signatory
32
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Authorized Signatory
33
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
[print name]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Authorized Signatory
34
-2-
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York, without
regard to the conflict of laws principles thereof.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
DELPHI INTERNATIONAL LTD.
By:
----------------------------------
Name:
Title:
STANDBY PURCHASER: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
---------------------------
[print name]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
----------------------------
Authorized Signatory
35
ANNEX A
MINIMUM
STANDBY STANDBY
COMMITMENT COMMITMENT
NAME(1) SHARES(1) SHARES
------- ---------- ----------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 3,700 --
▇▇▇▇ ▇. ▇▇▇▇ 2,300 2,300
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,800 --
▇▇▇▇ ▇. ▇▇▇▇▇▇ 5,000 --
▇▇▇▇▇ ▇▇▇▇ 10,000 2,600
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Spray Trust 150,000 71,000
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5,000 --
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,000 10,000
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,000 2,000
▇▇▇▇▇▇ ▇. ▇▇▇ 40,000 --
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 800 --
▇▇▇▇▇ ▇. Hercules Living Trust 15,000 --
Ilg Family L.P. No. 1 80,000 --
▇▇▇▇ ▇. ▇▇▇▇▇ 2,000 --
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 31,000 12,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,000 5,000
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 10,000 10,000
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ 33,400 --
▇▇▇▇▇ ▇'▇▇▇▇▇▇ 15,000 15,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 2,400 2,400
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,700 2,700
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 3,800 --
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 80,000 --
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000 --
▇▇▇▇▇▇▇▇▇▇ & Company(2) 300,000 --
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Trust 20,000 --
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust 15,000 --
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 12,500 12,500
▇▇▇▇▇ ▇▇▇▇▇▇▇ 100 --
▇▇▇▇▇▇▇ ▇▇▇▇ 2,000 2,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust 20,000 --
------- -------
Total 900,500 150,000
------------
(1) Represents aggregate commitment including Minimum Standby Commitment
Shares.
(2) ▇▇▇▇▇▇▇▇▇▇ & Company has advised the Company that it intends to distribute
any shares purchased pursuant to the Standby Agreement to its partners. As
a result, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will receive directly or indirectly an
initial distribution of approximately 73.5% of any shares so purchased.