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EXHIBIT E
THE VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT, dated as of _____________, 1996,
by and among White Corporation, a Virginia corporation ("Parent"), Green
Acquisition Corp., a Pennsylvania corporation and a wholly-owned subsidiary of
Parent ("Acquiror"), and The ___________________ Bank (the "Trustee"),
W I T N E S S E T H:
WHEREAS, Parent, Acquiror and Green, a Pennsylvania
corporation (the "Company"), have entered into an Agreement and Plan of Merger,
dated as of October 14, 1996 (as it may be amended from time to time, the
"Merger Agreement"; capitalized terms used but not defined herein shall have
the meanings set forth therein), pursuant to which (i) Acquiror shall commence
the Offer (and in certain circumstances a Second Offer) (collectively, the
"Tender Offer") for shares of Common Stock of the Company (all such shares
accepted for payment pursuant to the Tender Offer or otherwise received,
acquired or purchased by or on behalf of Parent or Acquiror, including pursuant
to the Option Agreement, the "Acquired Shares"), and (ii) the Company will
merge with Acquiror pursuant to the Merger;
WHEREAS, Parent, Acquiror and the Company have entered into a
Stock Option Agreement, dated as of October 14,
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1996 (as it may be amended from time to time, the "Option Agreement") providing
Parent and Acquiror the option to purchase 15,955,477 shares of common stock of
the Company;
WHEREAS, Parent and Acquiror wish (and are obligated pursuant
to the Merger Agreement and the Option Agreement), simultaneously with the
acceptance for payment of such Acquired Shares pursuant to the Tender Offer,
the Option Agreement or otherwise to deposit such Shares of Common Stock in an
independent, irrevocable voting trust, pursuant to the rules of the Surface
Transportation Board (the "STB"), in order to avoid any allegation or assertion
that the Parent or the Acquiror is controlling or has the power to control the
Company prior to the receipt of any required STB approval or exemption;
WHEREAS, neither the Trustee nor any of its affiliates has any
officers or board members in common or any direct or indirect business
arrangements or dealings (as described in Paragraph 9 hereof) with the Parent
or the Acquiror or any of their affiliates; and
WHEREAS, the Trustee is willing to act as voting trustee
pursuant to the terms of this Trust Agreement and the rules of the Surface
Transportation Board ("STB"),
NOW THEREFORE, the parties hereto agree as follows:
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1. Creation of Trust - The Parent and the
Acquiror hereby appoint the ____________ Bank as Trustee hereunder, and the
Bank hereby accepts said appointment and agrees to act as Trustee under this
Trust Agreement as provided herein.
2. Trust Is Irrevocable - This Trust Agreement
and the nomination of the Trustee during the term of the trust shall be
irrevocable by the Parent and the Acquiror and their affiliates and shall
terminate only in accordance with, and to the extent of, the provisions of
Paragraphs 8 and 14 hereof.
3. Deposit of Trust Stock - The Parent and the
Acquiror agree that, prior to acceptance of Acquired Shares purchased pursuant
to the Tender Offer, the Acquiror will direct the depositary for the Tender
Offer to transfer to the Trustee any such Acquired Shares purchased pursuant to
the Tender Offer. The Parent and the Acquiror also agree that simultaneously
with receipt, acquisition or purchase of any additional shares of Common Stock
by either of them, directly or indirectly, or by any of their affiliates,
including, without limitation, upon any exercise of the option provided for in
the Option Agreement, they will transfer to the Trustee the certificate or
certificates for such shares. All such certificates shall be duly endorsed or
accompanied by proper instruments duly executed for transfer thereof to the
Trustee
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or otherwise validly and properly transferred, and shall be exchanged for one
or more Voting Trust Certificates substantially in the form attached hereto as
Exhibit A (the "Trust Certificates"), with the blanks therein appropriately
filled in. All shares of Common Stock at any time delivered to the Trustee
hereunder are called the "Trust Stock." The Trustee shall present to the
Company all certificates representing Trust Stock for surrender and
cancellation and for the issuance and delivery to the Trustee of new
certificates registered in the name of the Trustee or its nominee.
4. Powers of Trustee - The Trustee shall be present, in
person or represented by proxy, at all annual and special meetings of
shareholders of the Company so that all Trust Stock may be counted for the
purposes of determining the presence of a quorum at such meetings. Parent and
Acquiror agree, and the Trustee acknowledges, that the Trustee shall not
participate in or interfere with the management of the Company and shall take no
other actions with respect to the Company except in accordance with the terms
hereof. The Trustee shall exercise all voting rights in respect of the Trust
Stock to approve and effect the Merger, and in favor of any proposal or action
necessary or desirable to effect, or consistent with the effectuation of, the
Parent and Acquiror's acquisition of the Company, pursuant to the Merger
Agreement, and without limiting the generality of the
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foregoing, if there shall be with respect to the Board of Directors of the
Company an "Election Contest" as defined in the Proxy Rules of the Securities
and Exchange Commission, in which one slate of nominees shall support the
effectuation of the Merger and another oppose it, in favor of the slate
supporting the effectuation of the Merger. In addition, for so long as the
Merger Agreement is in effect, the Trustee shall exercise all voting rights in
respect of the Trust Stock, to cause any other proposed merger, business
combination or similar transaction (including, without limitation, any
consolidation, sale or purchase of assets, reorganization, recapitalization,
liquidation or winding up of or by the Company) involving the Company, but not
involving the Parent or one of its subsidiaries or affiliates (otherwise than
in connection with a disposition pursuant to Paragraph 8), not to be effected.
In addition, the Trustee shall exercise all voting rights in respect of the
Trust Stock in favor of any proposal or action necessary or desirable to
dispose of Trust Stock in accordance with Paragraph 8 hereof. Except as
provided in the three immediately preceding sentences, the Trustee shall vote
all shares of Trust Stock with respect to all matters, including without
limitation the election or removal of directors, voted on by the shareholders
of the Company (whether at a regular or special meeting or pursuant to a
unanimous written consent) in the same proportion as all shares of Common Stock
(other than Trust Stock)
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are voted with respect to such matters. In exercising its voting rights in
accordance with this Paragraph 4, the Trustee shall take such actions at all
annual, special or other meetings of stockholders of the Company or in
connection with any and all consents of shareholders in lieu of a meeting.
5. Further Provisions Concerning Voting of Trust Stock - The
Trustee shall be entitled and it shall be its duty to exercise any and all
voting rights in respect of the Trust Stock either in person or by proxy, as
hereinafter provided (including without limitation Paragraphs 4 and 8(b)
hereof), unless otherwise directed by the STB or a court of competent
jurisdiction. Subject to Paragraph 4, the Trustee shall not exercise the voting
powers of the Trust Stock in any way so as to create any dependence or
intercorporate relationship between (i) any or all of the Parent, the Acquiror
and their affiliates, on the one hand, and (ii) the Company or its affiliates,
on the other hand. The term "affiliate" or "affiliates" wherever used in this
Trust Agreement shall have the meaning specified in Section 11323(c) of Title 49
of the United States Code, as amended. The Trustee shall not, without the
prior approval of the STB, vote the Trust Stock to elect any officer, director,
nominee or representative of the Parent, the Acquiror or their affiliates as an
officer or director of the Company or of any affiliate of the Company. The
Trustee shall be kept informed
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respecting the business operations of the Company by means of the financial
statements and other public disclosure documents periodically filed by the
Company and affiliates of the Company with the Securities and Exchange
Commission (the "SEC") and the STB, and by means of information respecting the
Company contained in such statements and other documents filed by the Parent
with the SEC and the STB, copies of which shall be promptly furnished to the
Trustee by the Company or the Parent, as the case may be, and the Trustee shall
be fully protected in relying upon such information. The Trustee shall not be
liable for any mistakes of fact or law or any error of judgment, or for any act
or omission, except as a result of the Trustee's willful misconduct or gross
negligence. Notwithstanding the foregoing provisions of this Paragraph 5,
however, the registered holder of any Trust Certificate may at any time with
the prior written approval of the Company -- but only with the prior written
approval of the STB -- instruct the Trustee in writing to vote the Trust Stock
represented by such Trust Certificate in any manner, in which case the Trustee
shall vote such shares in accordance with such instructions.
6. Transfer of Trust Certificates - The Trust Certificates
shall be transferable only with the prior written consent of the Company. They
may be transferred on the books of the Trustee by the registered holder upon the
surrender thereof properly assigned, in accordance with rules
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from time to time established for the purpose by the Trustee. Until so
transferred, the Trustee may treat the registered holder as owner for all
purposes. Each transferee of a Trust Certificate issued hereunder shall, by
his acceptance thereof, assent to and become a party to this Trust Agreement,
and shall assume all attendant rights and obligations. Any such transfer in
violation of this Paragraph 6 shall be null and void.
7. Dividends and Distributions - Pending the termination of
this Trust as hereinafter provided, the Trustee shall, immediately following the
receipt of each cash dividend or cash distribution as may be declared and paid
upon the Trust Stock, pay the same over to or as directed by the Acquiror or to
or as directed by the holder of the Trust Certificates hereunder as then
appearing on the books of the Trustee. The Trustee shall receive and hold
dividends and distributions other than cash upon the same terms and conditions
as the Trust Stock and shall issue Trust Certificates representing any new or
additional securities that may be paid as dividends or otherwise distributed
upon the Trust Stock to the registered holders of Trust Certificates in
proportion to their respective interests.
8. Disposition of Trust Stock; Termination of Trust - (a) This
Trust is accepted by the Trustee subject to the right hereby reserved in the
Parent at any time to sell or make any other disposition of the whole or any
part of the Trust Stock, but only as
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permitted by subparagraph (e) below, whether or not an event described in
subparagraph (b) below has occurred. The Trustee shall take all actions
reasonably requested by the Parent (including, without limitation, exercising
all voting rights in respect of Trust Stock in favor of any proposal or action
necessary or desirable to effect, or consistent with the effectuation of or
with respect to any proposed sale or other disposition of the whole or any part
of the Trust Stock by the Acquiror or Parent that is otherwise permitted
pursuant to this Paragraph 8, including, without limitation, in connection with
the exercise by Parent of its registration rights under the Merger Agreement.
The Trustee shall be entitled to rely on a certification from the Parent,
signed by its President or one of its Vice Presidents and under its corporate
seal, that a disposition of the whole or any part of the Trust Stock is being
made in accordance with the requirements of subparagraph (e) below. In the
event of a permitted sale of Trust Stock by the Acquiror, the Trustee shall, to
the extent the consideration therefor is payable to or controllable by the
Trustee, promptly pay, or cause to be paid, upon the order of the Acquiror the
net proceeds of such sale to the registered holders of the Trust Certificates
in proportion to their respective interests. It is the intention of this
Paragraph that no violation of 49 U.S.C. Section 11323 will result from a
termination of this Trust.
(b) In each case under this subparagraph (b), subject to the
prior written consent of the Company, in the event the STB by final order shall
(i) approve or exempt the acquisition of control of the Company by the Acquiror,
the
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Parent or any of their affiliates or (ii) approve or exempt a merger between
the Company and the Acquiror, the Parent or any of their affiliates, then
immediately upon the direction of the Parent and the delivery of a certified
copy of such order of the STB or other governmental authority with respect
thereof, or, in the event that Subtitle IV of Title 49 of the United States
Code, or other controlling law, is amended to allow the Acquiror, the Parent or
their affiliates to acquire control of the Company without obtaining STB or
other governmental approval, upon delivery of an opinion of independent counsel
selected by the Trustee that no order of the STB or other governmental
authority is required, the Trustee shall either (x) transfer to or upon the
order of the Acquiror, the Parent or the holder or holders of Trust
Certificates hereunder as then appearing on the records of the Trustee, its
right, title and interest in and to all of the Trust Stock then held by it in
accordance with the terms, conditions and agreements of this Trust Agreement
and not theretofore transferred by it as provided in subparagraph (a) hereof,
or (y) if shareholder approval has not previously been obtained, vote the Trust
Stock with respect to any such merger between the Company and the Acquiror,
the Parent or any affiliate of either as directed by the holder or holders of a
majority in interest of the Trust Certificates, and upon any such merger this
Trust shall cease and come to an end.
(c)(i) Upon consummation of the Merger, the Trust Stock
shall be canceled and retired and shall cease to exist in accordance with
Section 2.1(c) of the Merger Agreement, and thereafter this Trust shall cease
and come to an end.
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(ii) In the event that the Merger Agreement terminates in
accordance with its terms, Parent shall use its best efforts to sell the Trust
Stock during a period of two years after such termination or such extension of
that period as the STB shall approve and the Company shall reasonably approve.
Any such disposition shall be subject to the requirements of subparagraph (e)
below, and to any jurisdiction of the STB to oversee Parent's divestiture of
Trust Stock. At all times, the Trustee shall continue to perform its duties
under this Trust Agreement and, should Parent be unsuccessful in its efforts to
sell or distribute the Trust Stock during the period referred to, the Trustee
shall then as soon as practicable, and subject to the requirements of
subparagraph (e) below, sell the Trust Stock for cash to eligible purchasers in
such manner and for such price as the Trustee in its discretion shall deem
reasonable after consultation with Parent. (An "eligible purchaser" hereunder
shall be a person or entity that is not affiliated with Parent and which has
all necessary regulatory authority, if any, to purchase the Trust Stock.)
Parent agrees to cooperate with the Trustee in effecting such disposition and
the Trustee agrees to act in accordance with any direction made by Parent as to
any specific terms or method of disposition, to the extent not inconsistent
with any of the terms of this Trust Agreement, including subparagraph (e)
below, and with the requirements of the terms of any STB or court order. The
proceeds of the sale
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shall be distributed to or upon the order of Parent or, on a pro rata basis, to
the holder or holders of the Trust Certificates hereunder as then known to the
Trustee. The Trustee may, in its reasonable discretion, require the surrender
to it of the Trust Certificates hereunder before paying to the holder his share
of the proceeds. Upon disposition of all the Trust Stock pursuant to this
paragraph 8(c)(ii), this Trust shall cease and come to an end.
(d) Unless sooner terminated pursuant to any other provision
herein contained, this Trust Agreement shall terminate on December 31, 2016, and
may be extended by the parties hereto, so long as no violation of 49 U.S.C.
Section 11323 will result from such termination or extension. All Trust Stock
and any other property held by the Trustee hereunder upon such termination shall
be distributed to or upon the order of the Acquiror. The Trustee may, in its
reasonable discretion, require the surrender to it of the Trust Certificates
hereunder before the release or transfer of the stock interests evidenced
thereby.
(e) No disposition of Trust Stock shall be made except
pursuant to one or more broadly distributed public offerings and subject to all
necessary regulatory approvals, if any. Notwithstanding the foregoing, Trust
Stock may be distributed as otherwise directed by Parent, with the prior written
consent of the Company, in which case the Trustee shall be entitled to rely on a
certificate of Parent (acknowledged by the Company) that such person or entity
to whom the Trust Stock is disposed is not any affiliate of the Parent and has
all necessary regu-
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latory authority, if any is necessary, to purchase such Trust Stock. The
Trustee shall promptly inform the STB of any transfer or disposition of Trust
Stock pursuant to this Paragraph 8.
(f) Except as expressly provided in this Paragraph 8, the
Trustee shall not dispose of, or in any way encumber, the Trust Stock, and any
transfer, sale or encumbrance in violation of the foregoing shall be null and
void.
9. Independence of the Trustee - Neither the Trustee nor any
affiliate of the Trustee may have (i) any officers, or members of their
respective boards of directors, in common with the Acquiror, the Parent, or any
affiliate of either, or (ii) any direct or indirect business arrangements or
dealings, financial or otherwise, with the Acquiror, the Parent or any affiliate
of either, other than dealings pertaining to the establishment and carrying out
of this voting trust. Mere investment in the stock or securities of the
Acquiror or the Parent or any affiliate of either by the Trustee, short of
obtaining a controlling interest, will not be considered a proscribed business
arrangement or dealing, but in no event shall any such investment by the Trustee
in voting securities of the Acquiror, the Parent or their affiliates exceed five
percent of their outstanding voting securities and in no event shall the Trustee
hold a proportion of such voting securities so substantial as to permit the
Trustee in any way to control or direct the affairs
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of the Acquiror, the Parent or their affiliates. Neither the Acquiror, the
Parent nor their affiliates shall purchase the stock or securities of the
Trustee or any affiliate of the Trustee.
10. Compensation of the Trustee - The Trustee shall be
entitled to receive reasonable and customary compensation for all services
rendered by it as Trustee under the terms hereof and said compensation to the
Trustee, together with all counsel fees, taxes, or other expenses reasonably
incurred hereunder, shall be promptly paid by the Acquiror or the Parent.
11. Trustee May Act Through Agents - The Trustee may at any
time or from time to time appoint an agent or agents and may delegate to such
agent or agents the performance of any administrative duty of the Trustee.
12. Concerning the Responsibilities and Indemnification of
the Trustee - The Trustee shall not be answerable for the default or misconduct
of any agent or attorney appointed by it in pursuance hereof if such agent or
attorney has been selected with reasonable care. The duties and
responsibilities of the Trustee shall be limited to those expressly set forth in
this Trust Agreement. The Trustee shall not be responsible for the sufficiency
or the accuracy of the form, execution, validity or genuineness of the Trust
Stock, or of any documents relating thereto, or for any lack
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of endorsement thereon, or for any description therein, nor shall the Trustee
be responsible or liable in any respect on account of the identity, authority
or rights of the persons executing or delivering or purporting to execute or
deliver any such Trust Stock or document or endorsement or this Trust
Agreement, except for the execution and delivery of this Trust Agreement by
this Trustee. The Acquiror and the Parent agree that they will at all times
protect, indemnify and save harmless the Trustee from any loss, cost or expense
of any kind or character whatsoever in connection with this Trust except those,
if any, growing out of the negligence or willful misconduct of the Trustee, and
will at all times themselves undertake, assume full responsibility for, and
pay all costs and expense of any suit or litigation of any character, including
any proceedings before the STB, with respect to the Trust Stock of this Trust
Agreement, and if the Trustee shall be made a party thereto, the Acquiror or
the Parent will pay all costs and expenses, including reasonable counsel fees,
to which the Trustee may be subject by reason thereof; provided, however, that
the Acquiror and the Parent shall not be responsible for the cost and expense
of any suit that the Trustee shall settle without first obtaining the Parent's
written consent. The Trustee may consult with counsel and the opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken or omitted
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or suffered by the Trustee hereunder in good faith and in accordance with such
opinion.
13. Trustee to Give Account to Holders - To the
extent requested to do so by the Acquiror or any registered holder of a Trust
Certificate, the Trustee shall furnish to the party making such request full
information with respect to (i) all property theretofore delivered to it as
Trustee, (ii) all property then held by it as Trustee, and (iii) all actions
theretofore taken by it as Trustee.
14. Resignation, Succession, Disqualification
of Trustee - The Trustee, or any trustee hereafter appointed, may at any time
resign by giving sixty days' written notice of resignation to the Parent and
the STB. The Parent shall at least fifteen days prior to the effective date of
such notice appoint a successor trustee which shall (i) satisfy the
requirements of Paragraph 9 hereof and (ii) be a corporation organized and
doing business under the laws of the United States or of any State thereof and
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If no successor trustee shall
have been appointed and shall have accepted appointment at least fifteen days
prior to the effective date of such notice of resignation, the resigning
Trustee may petition any competent authority or
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court of competent jurisdiction for the appointment of a successor trustee.
Upon written assumption by the successor trustee of the Trustee's powers and
duties hereunder, a copy of the instrument of assumption shall be delivered by
the Trustee to the Parent and the STB and all registered holders of Trust
Certificates shall be notified of its assumption, whereupon the Trustee shall
be discharged of the powers and duties of the Trustee hereunder and the
successor trustee shall become vested with such powers and duties. In the
event of any material violation by the Trustee of the terms and conditions of
this Trust Agreement, the Trustee shall become disqualified from acting as
trustee hereunder as soon as a successor trustee shall have been selected in
the manner provided by this paragraph.
15. Amendment - Subject to the requirements of
Section 1.9 of the Merger Agreement, this Trust Agreement may from time to time
be modified or amended by agreement executed by the Trustee, the Acquiror (if
executed prior to the Merger), the Parent and all registered holders of the
Trust Certificates (i) pursuant to an order of the STB, (ii) with the prior
approval of the STB, (iii) in order to comply with any order of the STB or (iv)
upon receipt of an opinion of counsel satisfactory to the Trustee and the
holders of Trust Certificates that an order of the STB approving such
modification or amendment is not required and
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that the amendment is consistent with the STB's regulations regarding voting
trusts.
16. Governing Law; Powers of the STB - The provisions of
this Trust Agreement and of the rights and obligations of the parties hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania, except that
to the extent any provision hereof may be found inconsistent with subtitle IV,
title 49, United States Code or regulations promulgated thereunder, such statute
and regulations shall control and such provision hereof shall be given effect
only to the extent permitted by such statute and regulations. In the event that
the STB shall, at any time hereafter by final order, find that compliance with
law requires any other or different action by the Trustee than is provided
herein, the Trustee shall act in accordance with such final order instead of the
provisions of this Trust Agreement.
17. Counterparts - This Trust Agreement is executed in four
counterparts, each of which shall constitute an original, and one of which shall
be held by each of the Parent and the Acquiror and the other two shall be held
by the Trustee, one of which shall be subject to inspection by holders of Trust
Certificates on reasonable notice during business hours.
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00. Filing With the STB - A copy of this Agreement and any
amendments or modifications thereto shall be filed with the STB by the Acquiror.
19. Successors and Assigns - This Trust Agreement shall be
binding upon the successors and assigns to the parties hereto, including without
limitation successors to the Acquiror and the Parent by merger, consolidation or
otherwise. The parties agree that the Company shall be an express third party
beneficiary of this Trust Agreement. Except as otherwise expressly set forth
herein, any consent required from the Company hereunder shall be granted or
withheld in the Company's sole discretion.
20. Succession of Functions - The term "STB" includes any
successor agency or governmental department that is authorized to carry out the
responsibilities now carried out by the STB with respect to the consideration of
the consistency with the public interest of rail mergers and combinations, the
regulation of voting trusts in respect of the acquisition of securities of rail
carriers or companies controlling them, and the exemption of approved rail
mergers and combinations from the antitrust laws.
21. Notices - Any notice which any party hereto may give to
the other hereunder shall be in writing and shall be given by hand delivery,
or by first class
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registered mail, or by overnight courier service, or by facsimile transmission
confirmed by one of the aforesaid methods, sent,
If to Purchaser or Acquiror, to
White Corporation
---------------------------
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Attention: General Counsel
If to the Trustee, to
---------------------------
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---------------------------
And if to the holders of Trust Certificates, to them at their
addresses as shown on the records maintained by the Trustee.
22. Remedies - Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, each non-breaching
party would be irreparably and immediately harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto (a) will
waive, in any action for specific performance, the defense of adequacy of a
remedy at law and (b) shall be entitled, in addition to any other remedy to
which they may be entitled at law or in equity, to an order compelling specific
performance of this Agreement in any
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action instituted in any state or federal court sitting in Philadelphia,
Pennsylvania. Each party hereto consents to personal jurisdiction in any such
action brought in any state or federal court sitting in Philadelphia,
Pennsylvania.
IN WITNESS WHEREOF, White Corporation and Green Acquisition
Corp. have caused this Trust Agreement to be executed by their authorized
officers and their corporate seals to be affixed, attested by their Secretaries
or Assistant Secretaries, and the Bank has caused this Trust
Agreement to be executed by one of its Assistant Vice Presidents and its
corporate seal to be affixed, attested to by one of its Assistant Corporate
Trust Officers, all as of the day and year first above written.
Attest: WHITE CORPORATION
_______________________________ By_____________________________
Secretary
Attest: GREEN ACQUISITION CORP.
_______________________________ By_____________________________
Secretary
Attest: __________________BANK
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________________________________ _______________________________
No. EXHIBIT A
_____________________________ _____________ Shares
VOTING TRUST CERTIFICATE
FOR
COMMON STOCK,
of
_____________________CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF______________________________
THIS IS TO CERTIFY that ___________________ will be entitled, on the surrender
of this Certificate, to receive on the termination of the Voting Trust
Agreement hereinafter referred to, or otherwise as provided in Paragraph 8 of
said Voting Trust Agreement, a certificate or certificates for _________ shares
of the Common Stock, $ par value, of_________________ Corporation, a_________
corporation (the "Company"). This Certificate is issued pursuant to, and the
rights of the holder hereof are subject to and limited by, the terms of a
Voting Trust Agreement, dated as of____________ , 1996, executed by ___________
Corporation, a corporation,__________________ Corporation, a___________________
corporation, and the ___________ Bank, as Voting Trustee, a copy of which
Voting Trust Agreement is on file in the registered office of said corporation
at__________, and open to inspection of any stockholder of the Company and the
holder hereof. The Voting Trust Agreement, unless earlier terminated (or
extended) pursuant to the terms thereof, will terminate on December 31, 2016,
so long as no violation of 49 U.S.C. Section 11323 will result from such
termination.
The holder of this Certificate shall be entitled to the benefits
of said Voting Trust Agreement, including the right to receive payment equal to
the cash dividends, if any, paid by the Company with respect to the number of
shares represented by this Certificate.
This Certificate shall be transferable only on the books of the
undersigned Voting Trustee or any successor, to be kept by it, on surrender
hereof by the registered holder in person or by attorney duly authorized in
accordance with the
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provisions of said Voting Trust Agreement, and until so transferred, the Voting
Trustee may treat the registered holder as the owner of this Voting Trust
Certificate for all purposes whatsoever, unaffected by any notice to the
contrary.
By accepting this Certificate, the holder hereof assents to all
the provisions of, and becomes a party to, said Voting Trust Agreement.
IN WITNESS WHEREOF, the Voting Trustee has caused this
Certificate to be signed by its officer duly authorized.
Dated:
THE ________________ BANK
By____________________________________
Authorized Officer
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[FORM OF BACK OF VOTING TRUST CERTIFICATE]
FOR VALUE RECEIVED________________________________ hereby sells,
assigns, and transfers unto___________________ the within Voting Trust
Certificate and all rights and interests represented thereby, and does hereby
irrevocably constitute and appoint _________________________ Attorney to
transfer said Voting Trust Certificate on the books of the within mentioned
Voting Trustee, with full power of substitution in the premises.
_____________________________
Dated:
In the Presence of:
____________________________
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