EXHIBIT 99.4A
AMENDMENT NO. 1 TO VOTING AGREEMENT
This Amendment No. 1 to Voting Agreement (this "AMENDMENT") is dated as of
the 1st day of April, 2004, among each of the persons listed under the heading
"Stockholders" on the signature page hereto (collectively, the "STOCKHOLDERS"
and each, individually, a "STOCKHOLDER"), and ▇▇▇▇▇▇ Associated Companies, Inc.,
a Pennsylvania corporation. This Amendment amends that certain Voting Agreement,
dated as of November 16, 2003, among the Stockholders and the Purchaser (the
"VOTING AGREEMENT").
WITNESSETH:
WHEREAS, the parties have agreed to make certain amendments to the Voting
Agreement upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the intent to be legally
bound, the parties agree as follows:
AMENDMENTS TO VOTING AGREEMENT
1. Section 5(d) of the Voting Agreement is hereby amended as follows:
The reference to "April 15, 2004" is deleted and replaced with "June
15, 2004".
2. Ratification of Terms. Except as expressly amended by this
Amendment, the Voting Agreement and each and every representation,
warranty, covenant, term and condition contained therein remains in full
force and effect.
3. Counterparts. This Amendment may be executed in different
counterparts, each of which when executed shall be regarded as an original,
and all such counterparts shall constitute one and the same agreement.
4. Capitalized Terms. Except for proper nouns and as otherwise defined
herein, capitalized terms used herein as defined terms shall have the
meanings ascribed to them in the Voting Agreement.
5. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
6. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning thereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
PURCHASER:
▇▇▇▇▇▇ ASSOCIATED COMPANIES, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇, PRESIDENT
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▇.▇. ▇▇▇▇▇▇, President
Stockholders:
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇,
Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇,
Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇,
President
▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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