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XXXXXXXXX FAMILY
VOTING TRUST AGREEMENT
FOR AFFILIATED NEWSPAPERS INVESTMENTS, INC.
This Agreement is made this 20th day of May, 1994 by and between (i)
The Xxxxxxxxx Family Irrevocable Trust by Xxxxxx X. Xxxxx, Xx. and Xxxxxxxx
Xxxxxxxx, Trustees (the "Irrevocable Trust"), and The Xxxxxxxxx Family
Revocable Trust by Xxxxxxx Xxxx Xxxxxxxxx and Xxxxxx X. Xxxxx, Xx., Trustees
(the "Revocable Trust") (the Irrevocable Trust and the Revocable Trust are
collectively referred to herein as the "Shareholders") and (ii) Xxxxxx X.
Xxxxx, Xx. as voting trustee hereunder (hereinafter referred to as the "Voting
Trustee").
W I T N E S S E T H:
WHEREAS, the Shareholders are the respective owners of (i) three
hundred thirty two thousand two hundred twenty five (332,225) shares of Class D
Common Stock, no par value per share (the "ANI Class D Common Stock") of
Affiliated Newspapers Investments, Inc. ("ANI" or the "Company"), (ii) seven
hundred thirty eight thousand forty five (738,045) shares of Class G Common
Stock, no par value per share of ANI (the "ANI Class G Common Stock") and (iii)
one hundred fifteen (115) shares of Class N Common Stock, no par value per
share of ANI (the "ANI Class N Common Stock") (the ANI Class D Common Stock,
ANI Class G Common stock and ANI Class N Common Stock is sometimes collectively
referred to herein as the "Stock").
WHEREAS, the Shareholders believe it to be in their best interests to
unite the voting powers held by them as shareholders of the Company and to
assign, transfer and vest the same in the hands of the Voting Trustee; and
WHEREAS, Xxxxxx X. Xxxxx, Xx. has agreed to serve as Voting Trustee
with respect to the Shareholders' Stock;
NOW, THEREFORE, it is agreed between the parties as follows:
1. Voting Trust Agreement. Copies of this Voting Trust Agreement
shall be filed in the principal office of the Company and in the registered
office of the Company in the State of Delaware and shall be open to the
inspection of any stockholder of the Company, as well as any beneficiary of the
trust under this Agreement, daily during business hours. All Voting Trust
Certificates issued as hereinafter provided shall be issued, received, and held
subject to all of the terms of this Agreement.
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Each of the Shareholders shall be entitled to receive a Voting Trust
Certificate representing the Stock held by each Shareholder, and all
transferees and assigns of each of the Shareholders, upon accepting Voting
Trust Certificates issued hereunder, shall be bound by the provisions of this
Agreement.
2. Transfer of Stock Shares to Trustee.
(a) Upon the execution of this Agreement, the Irrevocable
Trust shall deposit with the Voting Trustee Certificates No. D5 and N7 of the
Company (the "Irrevocable Trust Certificates"), representing shares of Class D
Common Stock and Class N Common Stock held by the Irrevocable Trust.
(b) Upon the death or incapacity of Xxxxxxx Xxxx
Xxxxxxxxx, the Revocable Trust will deposit with the Voting Trustee
certificates (the "Revocable Trust Certificates") representing the shares of
Stock then held by the Revocable Trust.
(c) The Certificates shall be endorsed, or accompanied by
an appropriate instrument of transfer, so as to enable the Voting Trustee to
cause the Company to issue a stock certificate for each Class of Common Stock
in the name of the Voting Trustee, as hereinafter provided. Upon receipt by
the Voting Trustee of stock certificates from the Company (in exchange for the
Certificates), the Voting Trustee shall hold the same subject to the terms of
this Agreement, and shall thereupon forthwith issue and deliver to each of the
Shareholders a Voting Trust Certificate for the shares of the Company so
deposited by them.
3. Voting Trust Certificate. The Voting Trust Certificate shall
be in the form attached as Exhibit A to this Agreement.
4. Transfer of Certificates. The Voting Trust Certificates shall
be transferable at the office of the Voting Trust, c/o Affiliated Newspapers
Investments, Inc., Xxxxx 000, 0000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 77081-
2211, by the registered owner thereof. The Voting Trustee may treat the
registered holder of the Voting Trust Certificate as the owner thereof for all
purposes whatsoever, but he shall not be required to deliver stock certificates
hereunder without the surrender of such Voting Trust Certificates.
5. Dividends.
(a) Prior to the Termination of this Agreement, the
holder of each Voting Trust Certificate shall be entitled to receive payments
equal to the cash dividends, if any, received by the Voting Trustee upon a like
number and class of shares of capital stock of the Company as is called for by
each such Voting Trust Certificate. If any dividend in respect of the stock
deposited with the Voting Trustee is paid, in whole or in part, in
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stock of the Company having general voting powers, the Voting Trustee shall
likewise hold, subject to the terms of this Agreement, the certificates for
stock which are received by it on account of such dividend, and the holder of
each Voting Trust Certificate representing Stock on which such stock dividend
has been paid shall be entitled to receive a Voting Trust Certificate issued
under this Agreement for the number of shares and class of stock received as
such dividend with respect to the shares represented by such Voting Trust
Certificate.
(b) In lieu of receiving cash dividends upon the capital
stock of the Company and paying the same to the holders of Voting Trust
Certificates pursuant to the provisions of this Agreement, the Voting Trustee
may instruct the Company to pay such dividends directly to the holders of the
Voting Trust Certificates. Upon such instructions being given by the Voting
Trustee to the Company, and until revoked by the Voting Trustee, all liability
of the Voting Trustee with respect to such dividends shall cease.
6. Rights of Voting Trustee.
(a) The Voting Trustee shall have the right with respect
to the Shareholders' Stock to exercise in person or by nominee or proxy, all
stockholders' voting rights and powers in respect of the Shareholders' Stock
and to take part in, or consent to any corporate or stockholders' action of any
kind whatsoever. The right to vote shall include, without limitation, the
right to vote for the election of directors, in favor of or against any
resolution or proposed action which may be presented at any meeting or require
the consent of stockholders of the Company, including those pertaining to
mortgaging, creating a security interest in, or pledging all or any part of the
property of the Company, the dissolution of the Company, or the consolidation,
merger, reorganization or recapitalization of the Company.
(b) The Voting Trustee, in voting the shares of capital
stock of the Company, shall vote such stock in accordance with his best
judgment, subject in each instance to the terms of any applicable shareholders'
and/or related agreement which may from time to time be in effect.
7. Appointment of Voting Trustee.
(a) The Voting Trustee hereunder shall be Xxxxxx X.
Xxxxx, Xx. and the Company's stock certificates to be issued as provided
aforesaid shall be issued to and held by the Voting Trustee in the name of
"Xxxxxx X. Xxxxx, Xx. as Voting Trustee."
(b) The Voting Trustee (and any successor trustee) may at
any time resign by mailing to the registered holders of Voting Trust
Certificates a written resignation, to take effect ten days thereafter, or upon
the prior acceptance thereof. Upon the death,
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incapacity or unwillingness to act of Xxxxxx X. Xxxxx, Xx. or upon his
resignation as Voting Trustee, such person as is unanimously selected by the
Trustees of the Irrevocable Trust shall become successor Voting Trustee for
Xxxxxx X. Xxxxx, Xx.
8. Term.
(a) The Voting Trust created by this Agreement shall
continue in effect until May 20, 2004 (subject to extension as hereinafter set
forth).
(b) At any time within two years prior to May 20, 2004,
or at any time within two years prior to the time of expiration of this
Agreement as extended, one or more holders of Voting Trust Certificates
hereunder may, by agreement in writing and with the written consent of the
Voting Trustee, extend the duration of this Agreement for an additional period
not exceeding ten years from the then expiration date. In the event of such
extension, the Voting Trustee shall, prior to the time of expiration, as
hereinabove provided, as originally fixed or as theretofore extended, as the
case may be, file in the principal office of the Company and in the registered
office of the Company in the State of Delaware, a copy of such extension
agreement and of the consent thereto, and thereupon the duration of this
Agreement shall be extended for the period fixed by such extension agreement,
provided, however, that no such extension agreement shall extend the term of
this Agreement beyond the maximum period then permitted by applicable law or
affect the rights or obligations of persons not parties thereto.
(c) Upon the termination of this Agreement and upon the
delivery of the Voting Trust Certificates to the Voting Trustee, the
Shareholders shall receive the number of shares of Stock of the Company which
are represented by their Voting Trust Certificates and said transaction shall
be recorded on the books of the Company.
9. Compensation and Reimbursement of Voting Trustee. The Voting
Trustee shall serve without compensation. The Voting Trustee shall have the
right to incur and pay such reasonable expenses and charges, to employ and pay
such agents, attorneys,and counsel as they may deem necessary and proper for
carrying this Agreement into effect. Any such expenses or charges incurred by
and due to the Voting Trustee may be deducted from the dividends or other
moneys or property received by the Voting Trustee on the stock deposited
hereunder. Nothing herein contained shall disqualify the Voting Trustee or
successor trustees, or incapacitate them from serving the Company or any of its
subsidiaries as officer or director or in any other capacity, and in any such
capacity receiving compensation.
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10. Notice.
(a) Unless otherwise in this Agreement specifically
provided, any notice to or communication with the holders of the Voting Trust
Certificates hereunder shall be deemed to be sufficiently given or made if
mailed, first-class, postage prepaid, if addressed as follows:
To the Xxxxxxxxx Family W. Xxxx Xxxxxxxxx, Trustee
Revocable Trust: 0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
and
Xxxxxx X. Xxxxx, Xx., Trustee
Verner, Liipfert, Xxxxxxxx
XxXxxxxxx and Hand Chartered
000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
To the Xxxxxxxxx Family Xxxxxx X. Xxxxx, Xx., Trustee
Irrevocable Trust: Verner, Liipfert, Xxxxxxxx
XxXxxxxxx and Hand Chartered
000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
and
Xxxxxxxx Xxxxxxxx
c/o Media News Group, Inc.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
To the Voting Trustee Xxxxxx X. Xxxxx, Xx.
Verner, Liipfert, Xxxxxxxx
XxXxxxxxx and Hand Chartered
000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Every notice so given shall be effective, whether or not received, and the date
of mailing shall be the date such notice is deemed given for all purposes.
(b) Any notice to the Voting Trustee hereunder may be
mailed, first-class, postage prepaid, and sent by registered mail to the Voting
Trustee, addressed to her at such address as may from time to time be furnished
in writing to the Company by the voting Trustee, and if no such address has
been furnished by the Voting Trustee, then to the Voting Trustee in care of the
Company.
(c) All distributions of cash, securities, or other
property hereunder by the Voting Trustee to the holders of Voting Trust
Certificates may be made, in the discretion of the Voting
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Trustee, by mail (regular or registered mail, as the Trustee may deem
available), in the same manner as hereinabove provided for the giving of
notices to the holders of Voting Trust Certificates.
IN WITNESS WHEREOF, the parties have signed and sealed this
Agreement, effective May ___, 1994.
THE XXXXXXXXX FAMILY IRREVOCABLE TRUST
By:
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Xxxxxx X. Xxxxx, Xx., Trustee
THE XXXXXXXXX FAMILY REVOCABLE TRUST
By:
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Xxxxxx X. Xxxxx, Xx., Trustee
VOTING TRUSTEE
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Xxxxxx X. Xxxxx, Xx.
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EXHIBIT A
AFFILIATED NEWSPAPERS INVESTMENTS, INC.
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No. ______ for ______________ (_____) shares.
This certifies that ________________________ is the beneficial owner
of _____ shares of the Class __ Common Stock of Affiliated Newspapers
Investments, Inc., a Delaware corporation (the "Company"), which have been
deposited with the Voting Trustee hereinafter named, under the Xxxxxxxxx Family
Voting Trust for Affiliated Newspapers Investments, Inc. dated as of _______
___, 1994, between Xxxxxx X. Xxxxx, Xx as Voting Trustee and certain
shareholders of the Company. The original of said Voting Trust Agreement is on
file with the Voting Trustee. A copy of said Voting Trust Agreement is on file
in the registered office of the Company in the State of Delaware, and
additional copies thereof may be obtained upon request from the Voting Trustee.
This certificate has been issued pursuant to and subject to said Voting Trust
Agreement and represents said shareholder-depositor's beneficial interest in
said Voting Trust. This Certificate is transferable only on the books of the
Voting Trustee by the registered holder either in person or by attorney duly
authorized on surrender hereof, and until so transferred, the Voting Trustee
shall treat the registered holder as the owner thereof for all purposes.
The holder of this Voting Trust Certificate takes the same subject to
all the terms and conditions of the aforesaid Voting Trust Agreement, and
becomes a party to said Voting Trust Agreement and is entitled to the benefits
thereof.
IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to
be signed this ____ day of __________, 1994.
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Xxxxxx X. Xxxxx, Xx.
Voting Trustee
(Form of Assignment):
For value received _______________________________ hereby assigns the
within certificate, and all rights and interests represented thereby, to
___________________________ and appoints
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___________________ attorney to transfer this certificate on the books of the
Trustee mentioned therein, with full power to substitution.
DATED:
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In presence of:
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