<PAGE>
EXHIBIT D-2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 17, 2000 (this "Agreement"),
by and among the individuals signatory hereto (each a "Stockholder" and
collectively, the "Stockholders") and BD Recapitalization Holdings LLC, a
Delaware limited liability company ("Holdings").
WHEREAS, as of the date hereof, the Stockholders, in the
aggregate, own 103,510 shares of Common Stock, par value $0.0001 per share, of
the Company (the "Company Common Stock");
WHEREAS, BD Recapitalization Corp., a Delaware corporation
("MergerSub"), an affiliate of Holdings, proposes to enter into a transaction
(such transaction, including the contemplated merger and the effects thereof,
the "Transac tion") with Petco Animal Supplies, Inc., a Delaware corporation
(the "Company"), upon the terms, and subject to the conditions, set forth in the
Agreement and Plan of Merger, dated May 17, 2000, by and between the Company and
MergerSub (the "Merger Agreement"); and
WHEREAS, as an inducement to MergerSub to continue to pursue
the Transaction, MergerSub has required that the Stockholders execute and
deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. REPRESENTATIONS OF THE STOCKHOLDERS. The Stockholders
hereby, jointly and severally, represent and warrant to Holdings as follows:
(a) Each Stockholder is the beneficial owner (as such term is
defined in clause (b) below) of the number of shares of Company Common Stock set
forth opposite such Stockholder's name on ANNEX A attached hereto. All of such
shares are collectively referred to herein as the "Shares."
(b) Each Stockholder is not the beneficial owner (for purposes
of this Agreement, such term shall have the meaning set forth in Rule 13d-3
under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
the rules and regulations promulgated thereunder), without regard to any
conditions (including the
D-2-1
<PAGE>
passage of time) to the acquisition of such shares, of any shares of Company
Common Stock or other voting securities of the Company, other than the Shares.
(c) Each Stockholder has the exclusive right, power and
authority to execute and deliver this Agreement, to vote the Shares beneficially
owned by it and to otherwise perform its respective obligations under this
Agreement, and this Agreement has been duly executed and delivered by each
Stockholder; and, assuming that this Agreement has been duly and validly
authorized, executed and delivered by Holdings, this Agreement constitutes a
valid and binding agreement of each Stockholder, enforceable against each
Stockholder in accordance with its terms, except to the extent that the
enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganiza
tion, moratorium, fraudulent conveyance or other similar laws now or hereafter
in effect relating to creditor's rights generally, (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding at
law or in equity) and (iii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the discretion of the
court before which any enforcement proceeding therefor may be brought.
(d) The Shares are now and will at all times during the term
of this Agreement be owned of record by the Stockholders as set forth in ANNEX A
or by a nominee or custodian for the account of the applicable Stockholder, free
and clear of all pledges, liens, proxies, claims, charges, security interests,
preemptive rights, voting trusts, voting agreements and any other encumbrances
or arrangements whatsoever with respect to the ownership, transfer or voting of
the Shares; and there are no outstanding options, warrants or rights to purchase
or acquire, or agreements relating to the voting of, any of the Shares other
than this Agreement.
(e) The execution and delivery of this Agreement by each
Stockholder, the consummation by each Stockholder of the transactions
contemplated hereby and the performance by such Stockholder of its obligations
hereunder will not:
(i) require any consent, approval, order,
authorization or permit of, or registration, filing with or
notification to, any court, governmental or regulatory
authority or agency (a "Governmental Entity") or any private
third party, except for (A) the filing of a pre- merger
notification and report form by the Company under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations promulgated thereunder (the "HSR
Act"), and (B) the filing with the Securities and Exchange
Commission (the "Commis sion") of any Schedules 13D or 13G or
amendments to Schedules 13D
D-2-2
<PAGE>
or 13G and filings under Section 16 of the Exchange Act, as
may be required in connection with this Agreement and the
transactions contemplated hereby;
(ii) result in any violation of or the breach of or
constitute a default (with notice or lapse of time or both)
under (or give rise to any right of termination, cancellation
or acceleration or guaranteed payments under or to, a loss of
a material benefit or result in the creation or imposition of
a lien under) any of the terms, conditions or provisions of
any note, lease, mortgage, indenture, license, agreement or
other instrument or obligation to which such Stockholder or by
which such Stockholder or any of its assets may be bound; or
(iii) violate the provisions of any order, writ,
injunction, judgment, decree, statute, rule or regulation
applicable to such Stock holder in such a manner as could,
individually or in the aggregate, reasonably be expected to
materially impair the ability of such Stock holder to perform
its obligations under this Agreement or prevent or delay the
consummation of any of the transactions contemplated by this
Agreement.
(f) Each Stockholder has reviewed the Merger Agreement and
understands and accepts the terms and conditions thereof.
(g) Each Stockholder has had the opportunity to review this
Agreement and the Merger Agreement with counsel of his or her own choosing.
The representations and warranties contained herein shall be made as of the date
hereof and as of each date from the date hereof through and including the date
of termination of this Agreement.
2. AGREEMENT TO VOTE SHARES. The Stockholders agree to: (a)
appear, or cause the record holder of any Shares on the applicable record date
(each a "Record Holder") to appear (in person or by proxy), at any annual or
special meeting of the stockholders of the Company for the purpose of obtaining
a quorum, or, if stockholders of the Company are permitted or required to vote
their shares through the execution of an action by written consent, the
Stockholders, jointly and severally, agree to execute or cause all Record
Holders to execute such consent, and (b) vote (or execute consents or proxies
with respect to), and cause each Record Holder to vote (or execute consents or
proxies with respect to), the Shares and any New Shares (as defined in
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<PAGE>
Section 8 hereof) (i) in favor of adoption and approval of the Merger Agreement
and the Transaction, including each other actions, agreements and transactions
contemplated by or in furtherance of the Merger Agreement, the Transaction and
this Agreement, at every meeting (or in connection with any action by written
consent) of the stockholders of the Company at which such matters are considered
and at every adjournment thereof and (ii) against any action or proposal that
would compete with or could serve to interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Transaction
(including any Third Party Acquisition (as such term is defined in the Merger
Agreement)). Each Stockholder agrees to deliver or cause each Record Holder of
any Shares or New Shares of such Stockholder to deliver to Holdings upon request
a proxy, substantially in the form of ANNEX B attached hereto, for any such
stockholder meeting (or action by written consent), which proxy shall be coupled
with an interest and irrevocable to the extent permitted under Delaware law,
with the total number of Shares and any New Shares beneficially owned by such
Stockholder correctly indicated thereon.
3. AGREEMENT TO RETAIN SHARES. Each of the Stockholders
acknowledges that pursuant to the terms of the Merger Agreement and by virtue of
the Merger (as defined in the Merger Agreement), at the Effective Time (as
defined in the Merger Agreement), at least that number of Shares (collectively,
the "Retained Shares") beneficially owned by such Stockholder set forth opposite
such Stockholder's name on ANNEX C attached hereto shall not be converted,
exchanged or canceled as provided in the Merger Agreement with respect to the
Other Shares (as defined in the Merger Agreement). Each of the Stockholders
consents to the treatment of the Retained Shares beneficially owned by such
Stockholder as provided in the Merger Agreement. Each of the Stockholders
represents and warrants to Holdings that the character of such Stockholder's
Retained Shares shall be such as to allow the Merger (as defined in the Merger
Agreement) to be accounted for as a recapitalization under United Stated
generally accepted accounting princples. Each of the Stockholders further agrees
that such Stockholder shall take no action that would reasonably be likely to
cause such accounting treatment not to be obtained. The aggregate number of
Retained Shares shall be sufficient in number and of a character to allow the
Merger (as defined in the Merger Agreement) to be accounted for as a
recapitalization under United States generally accepted accounting principles
assuming the Stockholders hold on the date hereof sufficient Shares, to allow
the Merger (as defined in the Merger Agreement) to be accounted for as a
recapitalization.
4. STOCKHOLDERS AGREEMENT. On or prior to the Effective Time
(as defined in the Merger Agreeement), Holdings and the Stockholders agree to
enter into the Stockholders Agreement, including the Amended and Restated
Employment
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<PAGE>
Agreements contained in the exhibits thereto on the terms set forth on Schedule
1.10, substantially in the form contained in EXHIBIT I attached hereto.
5. REPRESENTATIONS OF HOLDINGS. Holdings hereby represents and
warrants to the Stockholders that:
(a) Holdings is a limited liability company duly formed,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has all corporate powers necessary to execute and deliver the
Agreement and to consummate the transactions contemplated hereby.
(b) No limited liability company proceedings on the part of
Holdings are necessary, as a matter of law or otherwise, for the consummation of
the transactions contemplated hereby. The Agreement has been duly and validly
executed and delivered by Holdings and, assuming the due authorization,
execution and delivery of the Agreement by the Stockholders, is a valid and
binding agreement of Holdings enforceable against it in accordance with its
terms, except to the extent that the enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditor's rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or in equity) and (iii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the discretion of the court before which any
enforcement proceeding therefor may be brought.
(c) The execution, delivery and performance by Holdings of the
Agreement and the consummation by Holdings of the transactions contemplated
hereby do not and will not (a) contravene or conflict with the certificate of
formation or operating agreement of Holdings, (b) contravene, conflict with or
constitute a violation of any provision of law, regulation, judgment, order or
decree binding upon Holdings, or (c) constitute a default under or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of Holdings or to a loss of any benefit to which Holdings is entitled
under any agreement, contract or other instrument binding upon Holdings which in
the aggregate would have a Material Adverse Effect (as defined in the Merger
Agreement) on Holdings.
6. NO PROXY SOLICITATIONS. Each Stockholder, in its capacity
as a beneficial owner of Shares and New Shares (as defined in Section 8 hereof),
agrees that such Stockholder will not, nor will such Stockholder permit any
entity under its control (as such term is used in the Exchange Act) to, (a)
solicit proxies or become a
D-2-5
<PAGE>
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) that would compete with or could serve to interfere
with, delay, discourage, adversely affect or inhibit the timely consummation of
the Transaction (including with respect to any Third Party Acquisition (as
defined in the Merger Agreement) or any action related thereto;) (b) otherwise
encourage or assist any party in taking or planning any action (including any
Third Party Acquisition (as defined in the Merger Agreement) or any action
related thereto) which would compete with or otherwise could serve to interfere
with, delay, discourage, adversely affect or inhibit the timely consummation of
the Transaction, (c) directly or indirectly encourage, initiate or cooperate in
a stockholders' vote or action by written consent of the Company's stockholders
that would compete with or could serve to interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Transaction
(including with respect to any Third Party Acquisition (as defined in the Merger
Agreement) or any action related thereto) or (d) become a member of a "group"
(as such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of the Company for any purpose that would compete with or
could serve to interfere with, delay, discourage, adversely affect or inhibit
the timely consummation of the Transaction (including with respect to any Third
Party Acquisition (as defined in the Merger Agreement) or any action related
thereto).
7. TRANSFER AND ENCUMBRANCE. (a) On and after the date hereof
and prior to the termination of this Agreement pursuant to Section 14 hereof,
each Stockholder agrees not to, directly or indirectly, transfer, sell, offer,
assign, pledge or otherwise dispose of or encumber ("Transfer") any of the
Shares or New Shares or such Stockholder's voting or economic interest therein
prior to the date this Agreement shall be terminated in accordance with its
terms. Each Stockholder agrees not to grant any proxies or options with respect
to any of the Shares or New Shares nor enter into any voting agreement or voting
trust with respect to any of the Shares or New Shares except as provided herein.
(b) In furtherance of this Agreement, concurrently herewith
each Stockholder shall, and hereby does, authorize the Company and the Company's
transfer agent to place a stop transfer order with respect to the Shares and,
upon delivery, any New Shares. Each Stockholder agrees and acknowledges that
this Agreement places limitations on the voting and transfer of such Shares. On
the Business Day (as defined below) following the execution and delivery of this
Agreement and on the Business Day following receipt of any New Shares, each
Stockholder agrees to deliver to the transfer agent for such Shares or New
Shares, as the case may be, certificates representing the Shares or New Shares,
as the case may be, whereupon the transfer agent shall affix the following
legend:
D-2-6
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER GRANTED PURSUANT TO A VOTING AGREEMENT, DATED
AS OF MAY 17, 2000. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES
OF THE COMPANY.
8. ADDITIONAL PURCHASES. Each Stockholder agrees that in the
event (i) any shares of Company Common Stock or other voting securities of the
Company are issued pursuant to any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of the Company on, of or affecting the Shares of such Stockholder; (ii)
such Stockholder purchases or otherwise acquires beneficial ownership of any
shares of Company Common Stock or other voting securities of the Company after
the execution of this Agreement; or (iii) such Stockholder acquires the right to
vote or share in the voting of any shares of Company Common Stock or other
voting securities of the Company, other than the Shares (such Company Common
Stock and other voting securities of the Company, collectively, the "New
Shares"), each Stockholder agrees to vote such New Shares in the same manner as
the Shares and to notify Holdings and then deliver promptly to Holdings upon
request of Holdings an irrevocable proxy with respect to such New Shares,
substantially in the form of ANNEX B attached hereto. Each Stockholder also
agrees that any New Shares acquired or purchased by such Stockholder shall be
subject to the terms of this Agreement to the same extent as if they constituted
Shares.
9. COVENANTS OF THE STOCKHOLDERS.
(a) Each Stockholder agrees that such Stockholder will not, by
any voluntary act, avoid or seek to avoid the observance or performance of any
of the covenants, stipulations or conditions to be observed or performed
hereunder by any of the Stockholders;
(b) Upon receipt by the Stockholders of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, each Stockholder will execute and deliver a new
Agreement of like tenor and date. Any such new Agreement executed and delivered
shall constitute an additional contractual obligation on the part of the
Stockholders, whether or not the Agreement so lost, stolen, destroyed or
mutilated shall at any time be enforceable by anyone.
D-2-7
<PAGE>
(c) Each Stockholder will, in its capacity as a beneficial
owner of Shares and New Shares, (a) use all reasonable efforts to cooperate with
the Company and Holdings in connection with the Transaction, (b) promptly take
such actions as are necessary or appropriate to consummate the Transaction, and
(c) provide any information reasonably requested by the Company or Holdings for
any regulatory application or filing made or approval sought for the
Transaction. If requested by Holdings, such Stockholder shall execute and
deliver an "affiliate letter" in form and substance reasonably satisfactory to
Holdings.
10. COVENANTS OF THE STOCKHOLDERS AND HOLDINGS.
(a) Each of Holdings and the Stockholders will use their
respective best efforts to make all filings with, and to obtain consents of, all
third parties and Governmental Entities necessary to the consummation of the
transactions contemplated by this Agreement.
(b) Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by them or on
their behalf in connection with the transactions contemplated hereunder,
including fees and expenses of their own financial consultants, investment
bankers, accountants and counsel.
11. FIDUCIARY DUTIES. Each Stockholder is signing this
Agreement solely in such Stockholder's capacity as the beneficial owner of
Shares and New Shares and nothing contained herein shall limit or affect any
actions taken by such Stockholder in his or her capacity as an officer or
director of the Company and none of such actions in any such capacity shall be
deemed to constitute a breach of this Agreement; PROVIDED, HOWEVER, that nothing
in this Section 11 shall affect such Stockholder's obligations as a beneficial
owner of Shares set forth in this Agreement.
12. SPECIFIC PERFORMANCE. Each party hereto acknowledges that
it will be impossible to measure in money the damages to the other parties if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other parties will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law. Each party hereto
agrees that it will not seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with any other parties' seeking or
obtaining such equitable relief.
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<PAGE>
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the parties hereto and
their respective successors and assigns; and nothing in this Agreement, express
or implied, (except Section 7(b) hereof) is intended to confer upon any other
person any rights or remedies of any nature whatsoever under or by reason of
this Agreement. This Agreement shall not be assignable without the written
consent of the other party hereto, except that Holdings may assign, in its sole
discretion, all or any of its rights, interests and obligations hereunder to any
of its affiliates.
14. TERMINATION. This Agreement will terminate on the earlier
of (a) the Effective Time (as defined in the Merger Agreement) and (b) the close
of business immediately after the date upon which the Merger Agreement is
terminated pursuant to its terms.
15. ENTIRE AGREEMENT. This Agreement supersedes all prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof and contains the entire agreement among the parties with
respect to the subject matter hereof. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be modified or waived,
except by an instrument in writing signed by the parties hereto. No waiver of
any provisions hereof by any party shall be deemed a waiver of any other
provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. FURTHERMORE,
EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL
JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE IN
THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (B) AGREES THAT IT SHALL NOT ATTEMPT TO DENY SUCH
PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT
AND (C) AGREES THAT IT SHALL NOT BRING AN ACTION RELATING TO THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN A
FEDERAL OR STATE COURT SITTING IN THE STATE OF DELAWARE.
17. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given upon personal delivery, facsimile
transmission
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<PAGE>
(which is confirmed), telex or delivery by an overnight express courier service
(delivery, postage or freight charges prepaid), or on the fourth day following
deposit in the United States mail (if sent by registered or certified mail,
return receipt requested, delivery, postage or freight charges prepaid, and
otherwise to be sent by first class mail), addressed to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
(i) If to Holdings to:
BD Recapitalization Holdings LLC
11111 Santa Monica Blvd., Suite 2000
Los Angeles, CA 90025
Attention: John G. Danhakl
Telephone: (310) 954-0444
Facsimile: (310) 954-0404
with a copy (which shall not constitute
notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
Attention: Nicholas P. Saggese, Esq.
Telephone: (213) 687-5000
Facsimile: (213) 687-5600
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: David Leinwand, Esq.
Telephone: (212) 225-2000
Facsimile: (212) 225-3999
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<PAGE>
(ii) if to any of the Stockholders, to:
Petco Animal Supplies
9125 Rehco Road
San Diego, California 92121-2270
Attention: Brian Devine, CEO
Telephone: (858) 453-7845
Fax: (858) 638-2197
with a copy (which shall not constitute
notice) to:
Munger Tolles & Olson LLP
355 South Grand Avenue, Suite 3500
Los Angeles, California 90071-1560
Attention: Simon M. Lorne, Esq.
Telephone: (213) 683-9100
Facsimile: (213) 687-3702
18. SEVERABILITY. If any provision of this Agreement or the
application of such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the portion of such provision
which is not held invalid and the other provisions hereof shall remain
enforceable and shall not be affected and the application of such provision to
persons or circumstances other than the party as to which it is held invalid
shall not be affected.
19. OUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
20. HEADINGS; CAPITALIZED TERMS. All Section headings herein
are for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first written above.
By: /s/ BRIAN K. DEVINE
--------------------------------
Name: Brian K. Devine
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<PAGE>
By: /s/ WILLIAM W. WOODARD
--------------------------------
Name: William W. Woodard
By: /s/ BRUCE C. HALL
--------------------------------
Name: Bruce C. Hall
By: /s/ JAMES M. MYERS
--------------------------------
Name: James M. Myers
D-2-12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first written above.
BD RECAPITALIZATION
HOLDINGS LLC
By: /s/ JOHN DANHAKL
--------------------------------
Name: John G. Danhakl
D-2-13
<PAGE>
ANNEX A
<TABLE>
<CAPTION>
SHARES OF COMPANY
STOCKHOLDERS COMMON STOCK OWNED
------------ ------------------
<S> <C>
Brian K. Devine 61,195
William W. Woodard 4,115
Bruce C. Hall 35,000
James M. Myers 3,200
</TABLE>
A - 1
<PAGE>
ANNEX B
FORM OF IRREVOCABLE PROXY
The undersigned hereby revokes any previous proxies and
appoints BD Recapitalization Holdings, a Delaware limited liability company
("Holdings"), with full power of substitution and resubstitution as attorney and
proxy of the undersigned to attend any and all meetings of Stockholders (and any
adjournments or postponements thereof) of Petco Animal Supplies, Inc., a
Delaware corporation (the "Company"), to vote all shares of Common Stock, par
value $0.0001 per share, of the Company that the undersigned is then entitled to
vote, and to represent and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned were personally present,
with respect to all matters specified in the Voting Agreement, dated as of May
17, 2000 (the "Voting Agreement"), by and among Holdings, the undersigned and
the other persons signatory thereto. Capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Voting Agreement.
This proxy shall be deemed to be a proxy coupled with an
interest and is irrevocable during the term of the Voting Agreement and has been
granted pursuant to Section 2 of the Voting Agreement.
B - 1
<PAGE>
The undersigned authorizes such attorney and proxy to
substitute any other person to act hereunder, to revoke any substitution and to
file this proxy and any substitution or revocation with the Secretary of the
Company.
Dated: May 17, 2000
By:
-------------------------------
Name: Brian K. Devine
By:
-------------------------------
Name: William W. Woodard
By:
-------------------------------
Name: Bruce C. Hall
By:
-------------------------------
Name: James M. Myers
B - 2
<PAGE>
ANNEX C
<TABLE>
<CAPTION>
STOCKHOLDERS RETAINED SHARES
------------ ---------------
<S> <C>
Brian K. Devine 61,195
William W. Woodard 4,115
Bruce C. Hall 17,595
James M. Myers 3,200
C - 1
</TABLE>
