Exhibit 9.2
AMENDMENT
TO
THE XXXXXX X. XXXXX VOTING TRUST AGREEMENT--1997
AMENDMENT dated as of the 30th day of October, 1997 by and among
Xxxxxxx X. Xxxxx, as trustee (the "Trustee") under the Xxxxxx X. Xxxxx Voting
Trust Agreement--1997 (the "Voting Trust Agreement"), and Xxxxxxx X. Xxxxx,
individually, Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx Trust - 1982,
as currently republished, Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx
Trust - 1980, Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxxx Xxxxx Trust - 1976,
Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx Grandchildren's Trust - 1995
F/B/O Xxxx X. Xxxxx and Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx
Grandchildren's Trust - 1995 F/B/O Xxxxxxx Xxxxx (collectively, the "Holders").
WHEREAS, the Trustee and the Holders, as the registered holders of
greater than a majority of voting trust certificates outstanding under the
Voting Trust Agreement, desire to amend the Voting Trust Agreement to provide
that voting trust certificates may not be transferred without the written
consent of all of the Trustees under the Voting Trust Agreement.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The first paragraph of Section 4 of the Voting Trust Agreement is
hereby amended and restated in its entirety to read as follows:
"4. Transfer of Certificates; Restrictions. The transfer of
any voting trust certificate (including without limitation any sale,
assignment, donation, pledge, encumbrance, grant of a security
interest, hypothecation or other transfer or disposition) (a) shall be
effected only with the written consent of all of the Trustees then
serving hereunder (acting together, or, if all such Trustees do not
agree, by the Trustee, if any, having the Determination Power with
respect to such transfer under Section 10 hereof) and (b) shall be
subject to any restrictions, conditions and other provisions applicable
to it or to the stock which it represents, whether imposed by law,
specified on the relevant certificate or specified in the Restated
Certificate of Incorporation of the Company, as amended (the "Restated
Certificate") (provided that any transfer of voting trust certificates
without a transfer of the underlying stock held in this voting trust
shall in no way affect the voting rights of such underlying stock,
consistent with the terms of the Restated Certificate), this Agreement
or any other agreement, including without limitation the Stock
Restriction Agreement dated as of August 28, 1986, as the same may have
been or may hereafter be amended and/or restated, among parties hereto.
Any attempted transfer in violation of such restrictions, conditions
and other provisions shall be void ab initio and the Trustees shall not
register such transfer or recognize the intended transferee as the
holder of the voting trust certificate for any purpose. To the extent
permitted by law, voting trust certificates shall not be subject to
attachment, garnishment, judicial order, levy, execution or similar
process, however instituted, for satisfaction of a judgment or
otherwise."
2. That portion of Schedule A to the Voting Trust Agreement setting
forth the number of shares of Class B Common Stock of the Company held by
Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx as trustees of the Xxxxxx X. Xxxxx
Xxxxx--0000, as currently republished (the "GBH Trust"), that are subject to the
Voting Trust Agreement is hereby deleted and replaced with Schedule A attached
hereto to reflect the deposit of 20,000 shares of Class B Common Stock held by
the GBH Trust into the Voting Trust Agreement.
3. The effective date of this Amendment shall be the date first set
forth above.
4. As amended by this Amendment, the Voting Trust Agreement is in all
respects ratified and confirmed, and as so amended by this Amendment the Voting
Trust Agreement shall be read, taken and construed as one and the same
instrument.
5. This Amendment may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
6. This Amendment shall be governed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law.
[END OF TEXT]
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the date first set forth
above.
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, individually
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee of the
Xxxxxx X. Xxxxx Trust--1982
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee of the
Xxxxxxx Xxxxx Xxxxx--0000
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee of the
Xxxxxx X. Xxxxx Xxxxx--0000
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee of the
Grandchildren's Trust f/b/o
Xxxx X. Xxxxx
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, as Trustee of the
Grandchildren's Trust f/b/o
Xxxxxxx X. Xxxxx
Acknowledged and Agreed:
/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, as Beneficiary of
the Xxxxxx X. Xxxxx Trust--1982
SCHEDULE A
No. of Shares
No. of Shares Class B Stock Not Subject to
Depositor Subject to Trust Certificate No. Trust (if any)
Xxxxxxx X. Xxxxx and 2,124,600 0
Xxxxxx X. Xxxxx as
trustees of the
Xxxxxx X. Xxxxx
Trust--1982 as
currently republished
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Xxxxxxx X. Xxxxx is Trustee under a Voting Trust Agreement dated
as of August 26, 1997, such Voting Trust Agreement, being referred to herein as
the "Agreement"; and
WHEREAS, Xxxx X. Xxxxx desires to withdraw 5,000 shares of Class B Common
Stock of Xxxxx Industries, Inc., a Delaware corporation.
WHEREAS, the Trustee desires to consent and agree to the above-described
transaction.
NOW, THEREFORE, the Trustee hereby does agree as follows:
1. The Trustee consents to the withdrawal of such shares and hereby amends
Schedule A to the Agreement by deleting the information set forth opposite Xxxx
X. Xxxxx'x name on such Schedule A and replacing it with the following:
SCHEDULE A
Number of Class B Stock
Depositor Shares Certificate No.
Xxxx X. Xxxxx 45,000 221
2. Except as hereinabove provided, the Trustee ratifies and confirms the
Agreement in all respects.
The Trustee has executed this Amendment to the Agreement as of the 31st
day of July, 1998.
---------------------------
Xxxxxxx X. Xxxxx, as Trustee
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Xxxxxxx X. Xxxxx is Trustee under a Voting Trust Agreement dated
as of August 26, 1997, such Voting Trust Agreement, being referred to herein as
the "Agreement"; and WHEREAS, Xxxx X. Xxxxx desires to withdraw 5,000
shares of Class B Common Stock of Xxxxx Industries, Inc., a Delaware
corporation.
WHEREAS, the Trustee desires to consent and agree to the above-described
transaction.
NOW, THEREFORE, the Trustee hereby does agree as follows:
1. The Trustee consents to the withdrawal of such shares and hereby amends
Schedule A to the Agreement by deleting the information set forth opposite Xxxx
X. Xxxxx'x name on such Schedule A and replacing it with the following:
SCHEDULE A
Number of Class B Stock
Depositor Shares Certificate No.
Xxxx X. Xxxxx 40,000 223
2. Except as hereinabove provided, the Trustee ratifies and confirms the
Agreement in all respects.
The Trustee has executed this Amendment to the Agreement as of the 31st
day of August, 1998.
---------------------------
Xxxxxxx X. Xxxxx, as Trustee
