EXHIBIT 9.2
AMENDMENT NUMBER ONE OF VOTING TRUST AGREEMENT
WHEREAS, a certain Voting Trust Agreement (the "Agreement") was made and
entered into on November 30, 1998 by and between the parties listed as
Depositors and the parties listed as Trustees on Schedule A attached hereto; and
WHEREAS, pursuant to the provisions of Article VI of the Agreement,
the Trustees shall have the power from time to time, by unanimous vote only to
amend the Agreement, and notice of all amendments shall be given to the
Depositors; and
WHEREAS, the Trustees desire to amend the Agreement.
NOW, THEREFORE, the Trustees do hereby amend the Agreement as follows:
FIRST: The Trustees do hereby revoke Section 1.04 of Article I of such
Agreement in its entirety and substitute therefor the following Section 1.04 of
Article I:
"Section 1.04. Appointment of Trustees. The following persons are hereby
appointed to serve as the Trustees in this Agreement:
Xxxx Xxxx Xxxxxx
Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxx
Except as may be modified by Section 4.02 and 4.05 below, each Trustee shall
have one and one-half (1.5) votes in all matters voted on by the Trustees,
except that Xxxx Xxxx Xxxxxx and Xxxxx Xxxxxx each shall have one (1) vote, so
that the total number of votes which can be cast by the Trustees numbers five."
SECOND: The Trustees hereby add Section 2.06 of Article II of such
Agreement which shall immediately follow Section 2.05 of Article II:
"Section 2.06. Transfer of Trust Certificates. Subject to compliance with
the Share Restriction Agreement dated as of November 30, 1998, by and between
the Principal Stockholders (as defined therein) and the Corporation, and
amended from time to time, any Depositor may direct the Trustees to sell,
transfer, assign, pledge or encumber all or any interest in the Depositor's
Trust Certificate(s) on terms and conditions specified in writing by the
Depositor. The Trustees shall transfer the interest in the Trust
Certificate(s) as agent and on behalf of the Depositor, and any proceeds of the
sale of Trust Certificate(s), or any interest therein, shall be forwarded
immediately by the Trustee to the Depositor. Upon completion of the transfer of
Trust Certificate(s) pursuant to this Section 2.06, the Trustee shall issue to
the transferee a Trust Certificate which represents the number of Shares
represented by the interest transferred and the
Trustee shall issue to the Depositor a new Trust Certificate which represents
the number of Shares represented by the interest not transferred by the
Trustee. The Voting Trust's records shall be amended to reflect such Depositor's
and such transferee's then current interest."
THIRD: The Trustees do hereby revoke Section 4.02 of Article IV of such
Agreement in its entirety and substitute therefor the following Section 4.02 of
Article IV:
"Section 4.02. Decisions by Trustees: Voting Lines. After the death of
Xxxx Xxxx Xxxxxx, in the event that any 'Family Group' (hereinafter defined)
shall own, in total, less than two-thirds (2/3) of the total number of Shares
owned by any other Family Group, then for the remaining term of this Agreement,
all decisions contemplated by the provisions of this Agreement with respect to
Shares shall be directed by a majority vote of all Shares, with each Share
entitled to one (1) vote; provided, however, all Shares owned by a separate
Family Group shall be voted with respect to each such separate decision in the
manner determined by a majority vote of all Shares owned by such separate
Family Group, with each Share entitled to one (1) vote. Such majority vote
shall then be voted and executed by the Trustee of the respective 'Voting Line'
(hereinafter defined) to which such separate Family Group shall belong.
For purposes of this Section 4.02, a 'Family Group' shall consist of Xxxxx
Xxxxxx Xxxxx, Xxxxx Xxxxxx or Xxxxxxx X. Xxxxxx, his or her respective spouse
(or surviving spouse), his or her respective descendants living from time to
time, the respective spouses (or surviving spouses) of said descendants, and
each and any trust which is held for the benefit of any one (1) or more of the
respective foregoing persons.
In determining the total number of shares owned by a particular Family
Group for purposes of this Section 4.02, (i) any Shares owned by the Xxxxxx
Family Partnership, L.P., shall be treated as though they were distributed on a
pro rata basis to the respective partners pursuant to a liquidation of such
partnership, and (ii) any Shares owned by the employee stock ownership plan of
the Company shall not be counted.
For purposes of this Section 4.02, all Shares owned by a particular Family
Group which are Depositors shall constitute said Family Group's 'Voting Line'.
Xxxxx Xxxxxx Xxxxx shall be the initial Trustee of the 'Xxxxx Voting Line'
Xxxxx Xxxxxx shall be the initial Trustee of the 'Xxxxx Voting Line'
Xxxxxxx X. Xxxxxx shall be the initial Trustee of the 'Xxxxxxx Voting
Line' and the 'Xxxxx Family Shares' (hereinafter defined).
The Xxxxxxx Voting Line, the Xxxxx Voting Line, and the Xxxxx Voting Line
are collectively referred to as the 'Voting Lines'.
For purposes of this Section 4.02, 'Xxxxx Family Shares' shall mean
Shares owned by Xxxxx Xxxxxx, his spouse (or surviving spouse), his descendants
living from time to time, the respective
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spouses (or surviving spouses) of said descendants, and each and any trust
which is held for the benefit of any one (1) or more of the foregoing persons.
For purposes of this Section 4.02, Xxxxx Family Shares shall be voted and
executed by the Trustee of the Xxxxx Family Shares with respect to each
separate decision with respect to Shares in the manner determined by a majority
vote of all Shares owned by all Voting Lines.
For purposes of this Agreement, a person who has the discretion to vote
the Shares of a Depositor or to make a current distribution to a Depositor
shall be deemed to hold such Shares 'for the benefit' of such Depositor."
FOURTH: The Trustees do hereby otherwise affirm and ratify the Agreement.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures and
seals as of the 1st day of December, 1999.
TRUSTEES
/s/ Xxxx Xxxx Xxxxxx
---------------------------------------
Xxxx Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
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SCHEDULE A
Depositor Trustee
--------- -------
XXXXXXX XXXX GRANDCHILDRENS TRUSTS:
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx Xxxxx
XXXXXXX TARK GREAT-GRANDCHILDRENS TRUST:
for Family of Xxxxxxx Xxxxxxx Xxxxxx
for Family of Xxxxx Xxxxx Xxxxxx Xxxxx
for Family of Xxxxx Xxxxx Xxxxxx
XXXXXX ANNUAL GIFT TRUSTS:
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxxxxxxx Xxxx Xxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxxx Xxxxx Xxxxxx
for Xxxxxxxxx Xxx Xxxxx Xxxxxx Xxxxx
for Xxxx Xxxxx Xxxxxx
IRIS FUND U/XXXXXXX X. XXXX TRUST Xxxx Xxxx Xxxxxx
XXXXXX 1992 GIFT TRUSTS:
for Xxxxxxxxx Xxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxxxxxx Xxxxx Xxxxxx
for Xxxx Xxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx Revocable Trust Xxxx Xxxx Xxxxxx
Xxxxxx X. Xxxxxx Revocable Trust Xxxx Xxxx Xxxxxx
Xxxxxx X. Xxxxxx Xxxx Xxxx Xxxxxx
Xxxxxx J. Xxxxxx XXX Xxxx Xxxx Xxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Xxxxx X. Xxxxxx Xxxxx Xxxxxx
Xxxxx Xxxxxx Revocable Trust Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxx Xxxxxx
Xxx Xxxxx Xxxxx Xxxxxx Xxxxx
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