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EXECUTION COPY
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 4, 2000 (this "Agreement"),
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in favor of BCE EMERGIS INC., a corporation organized under the laws of Canada
("Parent") and JETCO INC., a Delaware corporation and a wholly owned subsidiary
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of Parent ("Subsidiary"), granted by the stockholders whose names appear on the
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signature pages of this Agreement (each a "Stockholder" and collectively the
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"Stockholders").
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WHEREAS, as of the date hereof and except as noted on Exhibit A
hereto, each Stockholder represents and warrants to Parent that he owns of
record and beneficially, without encumbrance, and has the sole power to vote,
the number of shares of common stock, par value $0.01 per share ("Company Common
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Stock"), of United Payors & United Providers, Inc., a Delaware corporation (the
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"Company ") as set forth opposite such Stockholder's name on Exhibit A hereto
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(all such Company Common Stock and any shares of Company Common Stock of which
ownership of record or the power to vote is hereafter acquired by the
Stockholders prior to the termination of this Agreement being referred to herein
as the "Shares"); and
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WHEREAS, Parent, Subsidiary and the Company propose to enter into an
Agreement and Plan of Merger, dated as of even date herewith (as the same may be
amended from time to time, the "Merger Agreement"; capitalized terms used and
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not otherwise defined herein shall have the respective meanings assigned to them
in the Merger Agreement), a draft of which has been made available to each
Stockholder and which provides, upon the terms and subject to the conditions
thereof, for the merger of the Subsidiary with and into the Company (the
"Merger");
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NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Transfer of Shares. No Stockholder shall, directly or indirectly, (a)
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sell, pledge or otherwise dispose of or encumber any or all of such
Stockholder's Shares, (b) deposit any Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any Shares or grant any proxy
with respect thereto or (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Shares.
2. Voting of Shares. (a) Each Stockholder, by this Agreement, with respect
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to the Shares set out in Exhibit A hereto (except as noted on Exhibit A hereto)
and any Shares hereinafter acquired by such Stockholder, does hereby agree that,
at the Company Stockholders' Meeting or any meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, such Stockholder shall vote all of such
Stockholder's Shares (i) in favor of the adoption and approval of the Merger
Agreement, the Merger and the other transactions contemplated by the Merger
Agreement and this Agreement, and (ii) against any transaction pursuant to an
Acquisition Proposal (as set forth below in Section 3) or any other action,
proposal, agreement or transaction (other than the Merger Agreement or the
transactions contemplated thereby) that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which could result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled.
(b) The obligations of the Stockholders under this Agreement shall
terminate upon the earlier of (i) the Effective Time and (ii) (A) 180 days after
the termination of the Merger Agreement in case of termination pursuant to
Sections 8.01(d) or 8.01(e) of the Merger Agreement, or (B) on the date of
termination in the case of termination of the Merger Agreement for any other
reason. Nothing in this Section 1.02(c) shall relieve any party of liability for
any breach of this Agreement.
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3. Acquisition Proposals. The Stockholder shall not take, directly or
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indirectly, (nor shall the Stockholder authorize or permit its representatives
or, to the extent within the Stockholder's control, its affiliates to take) any
action to (i) encourage (including by way of furnishing nonpublic information),
solicit, initiate or facilitate any Acquisition Proposal (as defined in the
Merger Agreement), (ii) enter into any letter of intent, term sheet or other
agreement with respect to any Acquisition Proposal or (iii) participate in any
way in discussions or negotiations with, or furnish any information to, any
person in connection with, or take any other action to facilitate any inquiries
or the making of any proposal that constitutes, or could reasonably be expected
to lead to, any Acquisition Proposal; provided, however, that nothing in this
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Section 3.04 shall prevent the Stockholder, in his capacity as a director or
executive officer of the Company from engaging in any activity permitted
pursuant to Section 6.04 of the Merger Agreement. The Stockholder shall
immediately cease and cause to be terminated all discussions or negotiations
commenced prior to the date hereof with respect to any Acquisition Proposal.
From and after the date of the execution of this Agreement, the Stockholder will
as promptly as practicable communicate to Parent orally and in writing any
inquiry received by him relating to any potential Acquisition Proposal and the
material terms of any proposal or inquiry, including the identity of the person
and its affiliates making the same, that he may receive in respect of any such
negotiations or discussions being sought to be initiated with the Company. The
Stockholder shall (i) keep Parent fully informed on a prompt basis with respect
to any developments with respect to the foregoing and (ii) provide to Parent as
soon as practicable after receipt or delivery thereof with copies of all
correspondence and other written material sent or provided to the Company from
any third party in connection with any Acquisition Proposal. In addition, each
of the Stockholders who is also an employee of the Company agrees that he will
not enter into any employment, consulting or similar arrangement (or participate
in any negotiations or discussions concerning such arrangements) with any person
other than Parent or the Company prior to termination of this Agreement in
accordance with its terms.
4. Miscellaneous. If any term or other provision of this Agreement is
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invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect as long as the economic or legal substance of
the transactions contemplated by this Agreement is not affected in any manner
materially adverse to any party; neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise); nothing in this Agreement,
express or implied, is intended to or shall confer upon any person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity; this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York; all actions and proceedings arising out of or relating to
this Agreement shall be heard and determined in the United States District Court
for the Southern District of New York and each of the parties to this Agreement
consents to submit itself to the personal jurisdiction of the United States
District Court for the Southern District of New York in the event that any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement; EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
STOCKHOLDERS
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