EXECUTION COPY
EXCHANGE AND REPURCHASE AGREEMENT
EXCHANGE AND REPURCHASE AGREEMENT, dated as of October 25, 2000 (the
"Agreement"), by and among TPG Partners II, L.P., a Delaware limited partnership
("TPG Partners"), TPG Parallel II, L.P., a Delaware limited partnership ("TPG
Parallel"), TPG Investors II, L.P., a Delaware limited partnership ("TPG
Investors", and together with TPG Partners and TPG Parallel, "TPG"), Chase
Equity Associates, L.P., a Delaware limited partnership ("Chase"), Oxford
Acquisition Corp., a Delaware corporation ("Acquisition"), the entities listed
as "DLJ Entities" on the signature pages hereto (each, a "DLJ Entity," and
together with TPG, Chase and Acquisition, the "Investors") and Oxford Health
Plans, Inc., a Delaware corporation (the "Company").
WHEREAS, the Investors are the holders of 247,318.200 shares of the
Company's Series D Cumulative Preferred Stock, par value $0.01 per share
("Series D Shares"), 26,283.276 shares of the Company's Series E Cumulative
Preferred Stock, par value $0.01 per share ("Series E Shares"), 15,800,000
Series A Warrants of the Company ("Series A Warrants") to purchase shares of the
Company's Common Stock, par value $0.01 per share ("Common Stock"), and
6,730,000 Series B Warrants of the Company ("Series B Warrants") to purchase
shares of Common Stock (the Series A Warrants and the Series B Warrants being
hereinafter collectively referred to as the "Warrants"); and
WHEREAS, the Company desires to purchase from the Investors, and the
Investors desire to sell to the Company, 78,591.70585 Series D Shares and
11,543,534.09972 Series A Warrants for an aggregate purchase price of
$220,010,900.28, on the terms, and subject to the conditions, set forth below
(the "Repurchase"); and
WHEREAS, the Investors desire to exchange with the Company all remaining
Series D Shares and all Series E Shares for shares of Common Stock by the
exercise of all remaining Warrants, on the terms, and subject to the conditions,
set forth below (the "Exchange"); and
WHEREAS, the Company desires to terminate the Investment Agreement, dated
as of February 23, 1998, between the Company and TPG Oxford LLC, as amended (the
"Investment Agreement"), and the Investors are willing to terminate the
Investment Agreement effective immediately upon consummation of the Exchange and
Repurchase;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:
SECTION 1. The Exchange and Repurchase. Upon the terms and subject to the
conditions set forth in this Agreement:
(a) The Company shall declare and pay in cash on the Closing Date (as
defined in Section 2) all accumulated and unpaid dividends on the Series D
Shares and Series E Shares to the Closing Date. Each Investor shall, on the
Closing Date, exchange the number of Series D Shares and Series E Shares set
forth opposite such Investor's name on Schedule B hereto (such shares being
hereinafter referred to as such Investor's "Exchange Preferred Shares") for that
number of shares of Common Stock set forth opposite such Investor's name on
Schedule B hereto ("Warrant Shares") by exercising the number of Series A
Warrants and Series B Warrants set forth opposite such Investor's name on
Schedule B hereto (such Warrants being hereinafter referred to as such
Investor's "Exchange Warrants") and delivering to the Company, on the Closing
Date, the Exchange Preferred Shares in payment of the exercise price of the
Exchange Warrants. The Company and the Investors intend that the Exchange will
be treated as a recapitalization within the meaning of Section 368(a)(1)(E) of
the Internal Revenue Code of 1986, as amended, and agree not to take any
position with any tax authority that is inconsistent with such treatment.
(b) On the Closing Date, the Company shall purchase from each Investor, and
each Investor shall sell to the Company, the number of Series A Warrants and
Series D Shares set forth opposite such Investor's name on Schedule C hereto,
for the aggregate purchase price set forth opposite such Investor's name on
Schedule C hereto.
SECTION 2. Closing. (a) The closing of the transactions contemplated in
this Agreement shall occur as soon as practicable after the conditions set forth
in Section 6 have been satisfied. The time at which the closing occurs is
referred to as the "Closing Date".
(b) On the Closing Date, as a part of a simultaneous transaction, each
Investor shall deliver to the Company all Warrants, Series D Shares and Series E
Shares owned by such Investor, and the Company shall pay to each Investor, by
wire transfer to an account designated by such Investor, in immediately
available funds the amounts payable by the Company to such Investor pursuant to
Section 1 and deliver to each Investor such Investor's Warrant Shares.
SECTION 3. Company's Representations and Warranties. The Company represents
and warrants to, and agrees with, each Investor as follows:
(a) The Company has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement, and the consummation by the Company
of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on the part of the Company.
(b) This Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity.
(c) Except for regulatory approvals, registrations, declarations and
filings that would not prevent or materially delay the consummation of the
transactions contemplated hereby, or impair the Company's ability to consummate
the transactions contemplated hereby, no regulatory approval from, or
registration, declaration or filing with, any governmental entity is required to
be made or obtained by the Company or any of its subsidiaries in connection with
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby.
(d) The execution and delivery of this Agreement does not, and the
performance of the obligations set forth herein and the consummation of the
transactions contemplated hereby will not (i) violate any provision of the
Company's Second Amended and Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), or the Bylaws of the Company or the
comparable governing instruments of any of its subsidiaries; (ii) give rise to
any rights of first refusal or other similar rights on behalf of any person
under any applicable law or any provision of the Certificate of Incorporation or
the Bylaws of the Company or any agreement or instrument applicable to the
Company; (iii) conflict with, contravene or result in a breach or violation of
any of the terms or provisions of, or constitute a default (with or without
notice or the passage of time) under, or result in or give rise to a right of
termination, cancellation, acceleration or modification of any right or
obligation under, or give rise to a right to put or to compel a tender offer for
outstanding securities of the Company or any of its subsidiaries under, or
require any consent, waiver or approval under, any note, bond, debt instrument,
indenture, mortgage, deed of trust, lease, loan agreement, joint venture
agreement, regulatory approval, contract or any other agreement, instrument or
obligation to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any property of the Company or
any of its subsidiaries is bound; or (iv) violate any law applicable to the
Company or any of its subsidiaries; other than, in the case of clauses (ii)
through (iv) above, such exceptions as would not prevent or materially delay the
consummation of the transactions contemplated hereby, or impair the Company's
ability to consummate the transactions contemplated hereby on the Closing Date,
and would not have, individually or in the aggregate, a material adverse effect
on the financial condition, results of operations, business or regulatory
condition of the Company and its subsidiaries taken as a whole.
SECTION 4. Investors' Representations and Warranties. Each Investor,
severally and not jointly, represents and warrants to, and agrees with, the
Company as follows:
(a) Such Investor has all requisite power and authority to execute, deliver
and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement, and the consummation by such Investor of the
transactions contemplated hereby, have been duly authorized by all other
necessary action on the part of such Investor.
(b) Such Investor owns the number of Series D Shares, Series E Shares,
Series A Warrants and Series B Warrants set forth opposite such Investor's name
on Schedule A hereto, free and clear of all liens, encumbrances, claims and
security interests.
(c) This Agreement has been duly executed and delivered by such Investor,
and this Agreement constitutes a legal, valid and binding obligation of such
Investor, enforceable against such Investor in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general principles of equity.
(d) Except for regulatory approvals, registrations, declarations and
filings that would not prevent or materially delay the consummation of the
transactions contemplated hereby, or impair such Investor's ability to
consummate the transactions contemplated hereby, no regulatory approval from, or
registration, declaration or filing with, any governmental entity is required to
be made or obtained by such Investor in connection with the execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby.
(e) The execution and delivery of this Agreement does not, and the
performance of the obligations set forth herein and the consummation of the
transactions contemplated hereby will not, (i) violate any provision of the
organizational documents of such Investor; (ii) conflict with, contravene or
result in a breach or violation of any of the terms or provisions of, or
constitute a default (with or without notice or the passage of time) under, or
result in or give rise to a right of termination, cancellation, acceleration or
modification of any right or obligation under, or require any consent, waiver or
approval under, any note, bond, debt instrument, indenture, mortgage, deed of
trust, lease, loan agreement, joint venture agreement, regulatory approval,
contract or any other agreement, instrument or obligation to which such Investor
is a party or by which such Investor or any of its property is bound; or (iii)
violate any law applicable to the Investor; other than, in the case of clauses
(ii) and (iii) above, such exceptions as would not prevent or materially delay
the consummation of the transactions contemplated hereby, or impair such
Investor's ability to consummate the transactions contemplated hereby on the
Closing Date.
(f) Such Investor acknowledges that neither the Company nor any of its
advisers has made any representation or warranty, or provided any advice, to
such Investor regarding any federal, state or local tax consequences to such
Investor in connection with or arising from any of the transactions contemplated
by this Agreement, and such Investor has consulted its own tax adviser regarding
such matters.
(g) Such Investor acknowledges that the Warrant Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and may be sold or disposed of only pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act.
SECTION 5. Restriction on Resale of Warrant Shares. Each Investor agrees
not to offer or sell any Warrant Shares (other than to the Company) prior to
February 15, 2001; provided, however, that any Investor may at any time transfer
any or all of its Warrant Shares to one or more of its Permitted Transferees,
provided, that each such Permitted Transferee agrees to be bound by the transfer
restrictions set forth in this Section. For purposes hereof, the term "Permitted
Transferee" shall mean (i) any general or limited partner of any Investor (an
"Investor Partner"), and any corporation, partnership or other entity that is an
affiliate (as defined in Rule 144 under the Securities Act) of any Investor
Partner or Investor (collectively, the "Investor Affiliate"), (ii) any managing
director, general partner, director, limited partner or employee of an Investor
Affiliate or the heirs, executors, administrators, testamentary trustees,
legatees or beneficiaries of any of such persons referred to in this clause
(collectively, the "Investor Associates"), and (iii) any trust, the
beneficiaries of which, or any corporation, limited liability company or
partnership, the stockholders, members or general or limited partners of which
include only such Investor, Investor Affiliates, Investor Associates, their
spouses or their lineal descendants.
SECTION 6. Closing Conditions. The respective obligations of the Company
and the Investors to consummate the transactions contemplated in this Agreement
are subject to the satisfaction or waiver on or prior to the Closing Date of
each of the conditions set forth below:
(a) Concurrently with or prior to the consummation of the transactions
contemplated by this Agreement, the Company shall consummate its Offer to
Purchase and Consent Solicitation (the "Offer") relating to the Company's 11%
Senior Notes due 2005 (the "Notes"), and the Company and the trustee for the
Notes shall have amended the indenture, dated May 13, 1998 (the "Note
Indenture"), in a manner that will permit the transactions contemplated by this
Agreement, and such amendment shall have become effective in accordance with its
terms, as contemplated by the Offer to Purchase and Consent Solicitation
Statement relating to the Offer.
(b) Each of the representations and warranties of the Company or the
Investors, as the case may be, shall be true and correct as if made on the
Closing Date.
(c) The Company shall have received bank financing in the amount of up to
$400 million (but not less than $300 million) on terms reasonably acceptable to
it.
SECTION 7. Best Efforts. The Company agrees to use its best efforts to (i)
obtain the requisite consents of holders of Notes to the amendment of the Note
Indenture specified in Section 6(a), (ii) consummate the Offer (which Offer
shall be reasonably designed to procure such amendment of the Note Indenture),
and (iii) procure the bank financing as specified in Section 6(c).
SECTION 8. Termination of the Investment Agreement. Immediately upon
consummation of the Exchange and Repurchase on the Closing Date, the Investment
Agreement shall be terminated and shall become null and void and of no further
force and effect, and each party to the Investment Agreement shall be fully and
unconditionally discharged and released from any and all obligations,
liabilities and claims based upon, or arising from or under, or relating to, the
Investment Agreement; provided, however, that the indemnification provisions of
clause (ii) of Section 11.05(a) (and, solely insofar as they relate to clause
(ii) of Section 11.05(a), Sections 11.05(c), 11.06 (except that the address of
the Company in paragraph (a) thereof shall be amended to read "Oxford Health
Plans, Inc., 48 Monroe Turnpike, Trumbull, CT 06611, Attention: General
Counsel"), 11.09 and 11.10(a)) of the Investment Agreement shall remain in full
force and effect in respect of any litigation, claims, suits, proceedings,
penalties, costs, liabilities, damages and expenses as a result of, relating to
or arising out of acts, omissions or events that occur on or before the Closing
Date. Notwithstanding such termination of the Investment Agreement, the
Registration Rights Agreement, dated as of February 23, 1998, between the
Company and TPG Oxford LLC, shall remain in full force and effect.
SECTION 9. Custody Agreement. Upon the request of the Company, not more
than 14 days prior to the anticipated Closing Date, each Investor shall deposit
the Series D Shares, Series E Shares and Warrants owned by such Investor with a
custodian pursuant to a custody agreement in form and substance reasonably
satisfactory to the parties hereto.
SECTION 10. Termination. This Agreement may be terminated by notice in
writing (i) at any time prior to the Closing Date by the Company or a majority
in interest of the Investors if the Exchange and Repurchase shall not have been
consummated by the close of business on January 16, 2001, or (ii) at any time
after the close of business on November 10, 2000 and prior to the close of
business on November 30, 2000, by a majority in interest of the Investors if the
Company shall not have received by the close of business on November 10, 2000, a
commitment letter on customary terms, subject to syndication, relating to the
bank financing referred to in Section 6(c).
SECTION 11. Entire Agreement; Amendment. This Agreement sets forth the
entire agreement among the parties hereto with respect to the transactions
contemplated by this Agreement and supersedes any other agreement or
understanding (whether written or oral) with respect thereto. Any provision of
this Agreement may be amended, modified or supplemented in whole or in part at
any time by an agreement in writing among the parties hereto executed in the
same manner as this Agreement; provided, however, that in the case of the
Company, any such amendment, modification or supplement must be approved by a
majority of the directors of the Company other than the Investor Nominees (as
defined in the Investment Agreement) and any other directors who are employed by
or serve as a director of any Investor or any affiliate of an Investor (other
than the Company or any subsidiary of the Company).
SECTION 12. Further Assurances. Each Investor agrees that it will provide
such further assurances, and execute and deliver such certificates or other
documents, as the Company may reasonably request regarding such Investor's
rights, title and interests in the Series D Shares, Series E Shares and Warrants
to be exchanged, exercised or sold by such Investor pursuant to this Agreement
or may otherwise reasonably request to the extent necessary or desirable in
order to effect the transactions contemplated by this Agreement in accordance
with its terms.
SECTION 13. Effectiveness; Counterparts. This Agreement shall become
effective when executed by each of the parties hereto. This Agreement may be
executed in any number of separate counterparts, each of which shall,
collectively and separately, constitute one agreement.
SECTION 14. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without regard to the principles thereof regarding conflicts of law.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or partners thereunto duly authorized, as
of the date first above written.
OXFORD HEALTH PLANS, INC.
By:/s/ Norman C. Payson M.D.
--------------------------------
Name: Norman C. Payson M.D.
Title: Chairman & CEO
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.
General Partner
By: TPG Advisors II, Inc.
General Partner
By:/s/ Richard A. Ekleberry
--------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P.
General Partner
By: TPG Advisors II, Inc.
General Partner
By:/s/ Richard A. Ekleberry
--------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P.
General Partner
By: TPG Advisors II, Inc.
General Partner
By:/s/ Richard A. Ekleberry
--------------------------------
Name: Richard A. Ekleberry
Title: Vice President
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners
General Partner
By:/s/ Chris Behrens
--------------------------------
Name: Chris Behrens
Title: General Partner
OXFORD ACQUISITION CORP.
By:/s/ John D. Howard
--------------------------------
Name: John D. Howard
Title: Executive Vice President
<PAGE>
DLJ ENTITIES:
DLJMB FUNDING II, INC.
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ MERCHANT BANKING PARTNERS II,
L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ MERCHANT BANKING PARTNERS II-A,
L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ Diversified Partners, L.P.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ Diversified Partners, L.P.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ MILLENNIUM PARTNERS, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ MILLENNIUM PARTNERS-A, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
UK INVESTMENT PLAN 1997 PARTNERS
By: UK Investment Plan 1997
Partners, Inc. Managing
General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ EAB PARTNERS, L.P.
By: DLJ LBO Plans Management
Corporation General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ FIRST ESC L.P.
By: DLJ LBO Plans Management
Corporation General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ ESC II L.P.
By: DLJ LBO Plans Management
Corporation Manager
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
DLJ CAPITAL CORPORATION
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corporation
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
SPROUT CAPITAL VIII, L.P.
By: DLJ Capital Corporation
Managing General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
SPROUT VENTURE CAPITAL, L.P.
By: DLJ Capital Corporation
General Partner
/s/ Ivy B. Dodes
-----------------------------
Name: Ivy B. Dodes
Title: Principal
<PAGE>
SCHEDULE A
<TABLE>
<S> <C> <C> <C> <C>
Series A Series B Series D Series E
Name of Investor Warrants Warrants Shares Shares
TPG Partners II, L.P. 10,779,898 4,591,691 168,738.2821995 17,932.34330113
TPG Parallel II, L.P. 735,648 313,349 11,515.1353916 1,223.74936667
TPG Investors II, L.P. 1,124,455 478,961 17,601.1416706 1,870.52819843
Chase Equity Associates, L.P. 677,142 288,428 10,599.3513528 1,126.42611783
Oxford Acquisition Corp. 225,714 96,142 3,533.1172021 375.47537261
DLJMB Funding II, Inc. 201,951 86,022 3,161.6351669 335.92533977
DLJ Merchant Banking Partners II, L.P. 1,137,465 484,503 17,804.8914885 1,892.14555286
DLJ Merchant Banking Partners II-A, L.P. 45,299 19,295 708.6423868 75.34536456
DLJ Offshore Partners II, C.V. 55,935 23,825 875.2035655 93.11788539
DLJ Diversified Partners, L.P. 66,501 28,326 1,040.7552457 110.64011620
DLJ Diversified Partners-A, L.P. 24,696 10,519 386.6240066 41.05194836
DLJ Millenium Partners L.P. 18,392 7,834 287.6966966 30.53862741
DLJ Millenium Partners-A, L.P. 3,587 1,528 56.5298915 6.00757441
DLJ EAB Partners, L.P. 5,107 2,175 79.7475879 8.51073771
UK Investment Plan 1997 Partners 30,095 12,819 471.4188438 50.06335379
DLJ First ESC L.P. 2,189 932 34.3216836 3.75478879
DLJ ESC II L.P. 214,497 91,365 3,357.470790 356.70160
DLJ ESC II L.P. 32,696 13,927 511.797270 54.56910
DLJ Capital Corporation 5,998 2,555 93.8800707 10.01265322
The Sprout CEO Fund, L.P. 4,579 1,950 71.6718629 7.75986761
Sprout Growth II, L.P. 276,790 117,899 4,332.6111640 460.58310036
Sprout Capital VIII, L.P. 123,885 52,769 1,939.1765176 205.76049718
Sprout Venture Capital, L.P. 7,481 3,186 117.0975237 12.26552650
Total 15,800,000 6,730,000 247,318.200 26.283.276
</TABLE>
<PAGE>
SCHEDULE B
<TABLE>
<S> <C> <C> <C> <C> <C>
Series A Series B Series D Series E Warrant
Name of Investor Warrants Warrants Shares Shares Shares
-------- -------- ------ ------ ------
TPG Partners II, L.P. 2,904,067 4,591,691 115,117.36201 17,932.34330 7,495,758
TPG Parallel II, L.P. 198,181 313,349 7,855.90556 1,223.74937 511,530
TPG Investors II, L.P. 302,924 478,961 12,007.92714 1,870.52820 781,885
Chase Equity Associates, L.P. 182,419 288,428 7,231.13541 1,126.42612 470,847
Oxford Acquisition Corp. 60,806 96,142 2,410.37853 375.47537 156,948
DLJ Merchant Banking Partners II, L.P. 306,429 484,503 12,146.93022 1,892.14555 790,932
DLJ Merchant Banking Partners II-A, L.P. 12,203 19,295 483.45308 75.34536 31,498
DLJ Offshore Partners II, C.V. 15,068 23,825 597.08517 93.11789 38,893
DLJ Diversified Partners, L.P. 17,915 28,326 710.02855 110.64012 46,241
DLJ Diversified Partners-A, L.P. 6,653 10,519 263.76431 41.05195 17,172
DLJMB Funding II, Inc. 54,404 86,022 2,156.94444 335.92534 140,426
DLJ Millenium Partners, L.P. 4,954 7,834 196.27369 30.53863 12,788
DLJ Millenium Partners-A, L.P. 966 1,528 38.56607 6.00757 2,494
DLJ EAB Partners, L.P. 1,375 2,175 54.40575 8.51074 3,550
UK Investment Plan 1997 Partners 8,107 12,819 321.61341 50.06335 20,926
DLJ ESC II L.P. 57,784 91,365 2,290.54827 356.70160 149,149
DLJ ESC II L.P. 8,808 13,927 349.16055 54.56910 22,735
DLJ First ESC L.P. 589 932 23.41509 3.75479 1,521
DLJ Capital Corporation 1,615 2,555 64.04727 10.01265 4,170
Sprout Growth II, L.P. 74,566 117,899 2,955.81276 460.58310 192,465
The Sprout CEO Fund, L.P. 1,233 1,950 48.89629 7.75987 3,183
Sprout Capital VIII, L.P. 33,374 52,769 1,322.95341 205.76050 86,143
Sprout Venture Capital, L.P. 2,015 3,186 79.88678 12.26553 5,201
Total 4,256,455 6,730,000 168,726.49373 26,283.27600 10,986,455
</TABLE>
<PAGE>
SCHEDULE C
<TABLE>
<S> <C> <C> <C>
Aggregate
Series A Series D purchase
Name of Investor Warrants Shares price
-------- ------ -----
TPG Partners II, L.P. 7,875,830.38952 53,620.92018 150,100,454.36
TPG Parallel II, L.P. 537,466.94768 3,659.22983 10,243,252.26
TPG Investors II, L.P. 821,530.67317 5,593.21454 15,657,292.11
Chase Equity Associates, L.P. 494,722.26376 3,368.21595 9,429,299.92
Oxford Acquisition Corp. 164,907.42125 1,122.73868 3,143,433.33
DLJ Merchant Banking Partners II, L.P. 831,035.82372 5,657.96127 15,838,326.39
DLJ Merchant Banking Partners II-A, L.P. 33,095.60451 225.18931 631,005.96
DLJ Offshore Partners II, C.V. 40,866.30252 278.11840 779,428.08
DLJ Diversified Partners, L.P. 48,585.85830 330.72669 926,045.16
DLJ Diversified Partners-A, L.P. 18,042.98216 122.85970 343,904.07
DLJMB Funding II, Inc. 147,546.09209 1,004.69072 2,813,038.27
DLJ Millenium Partners, L.P. 13,437.25817 91.42301 256,771.25
DLJ Millenium Partners-A, L.P. 2,620.67448 17.96382 50,392.60
DLJ EAB Partners, L.P. 3,731.19169 25.34185 71,857.26
UK Investment Plan 1997 Partners 21,987.51005 149.80544 419,642.39
DLJ ESC II L.P. 156,712.24264 1,066.92252 2,987,404.85
DLJ ESC II L.P. 23,887.80955 162.63672 455,452.83
DLJ First ESC L.P. 1,599.29090 10.90660 31,207.01
DLJ Capital Corporation 4,382.15934 29.83280 84,354.92
Sprout Growth II, L.P. 202,223.72174 1,376.79840 3,854,317.26
The Sprout CEO Fund, L.P. 3,345.43308 22.77557 64,324.05
Sprout Capital VIII, L.P. 90,510.80519 616.22311 1,725,175.29
Sprout Venture Capital, L.P. 5,465.64422 37.21074 104,520.67
Total 11,543,534.09972 78,591.70585 220,010,900.28
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