FIRST AMENDMENT TO AMENDED AND RESTATED 1992 DURWOOD, INC. VOTING TRUST AGREEMENT
EXHIBIT 9.1
FIRST AMENDMENT TO
AMENDED AND RESTATED 1992 XXXXXXX, INC.
This Agreement is made effective this 29th day of October, 2002, by XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX., as Trustees of THE XXXXXXX VOTING TRUST and as Trustees of THE XXXXXXX X. XXXXXXX FOUNDATION (hereinafter “Trustees”), and THE GREATER KANSAS CITY COMMUNITY FOUNDATION, a Missouri not-for-profit corporation, as sole Beneficiary of THE XXXXXXX X. XXXXXXX FOUNDATION (hereinafter “Beneficiary”).
WHEREAS, Xxxxxxx X. Xxxxxxx established the Xxxxxxx Voting Trust (the “Voting Trust”) under that certain 1992 Xxxxxxx, Inc. Voting Trust Agreement dated December 12, 1992, as amended and restated as of August 12, 1997 (the “Voting Trust Agreement”);
WHEREAS, Xxxxxxx X. Xxxxxxx, established THE XXXXXXX X. XXXXXXX FOUNDATION (hereinafter “Xxxxxxx Foundation”) under Trust Indenture dated April 27, 1999, as amended by the First Amendment thereto dated March 2, 2000;
WHEREAS, Xxxxxxx X. Xxxxxxx died on July 14, 1999;
WHEREAS, XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX. are the sole surviving and currently acting Trustees of the Voting Trust and the Xxxxxxx Foundation;
WHEREAS, the sole beneficiary of the Xxxxxxx Foundation is the Beneficiary, THE GREATER KANSAS CITY COMMUNITY FOUNDATION;
WHEREAS, XXXXXXX X. XXXX, XX and XXXXXXX X. XXXXXX, XX., as Trustees of the Voting Trust, have issued Voting Trust Certificate No. 15 to XXXXXXX X. XXXX, XX. and XXXXXXX X. XXXXXX, XX., as Trustees of the Xxxxxxx Foundation. Voting Trust Certificate No. 15 evidences the ownership of 3,051,597 shares of beneficial participating interest in the Class B Stock of AMC Entertainment Inc. owned by the Voting Trust (the “Shares”);
WHEREAS, no other Voting Trust Certificates for the Voting Trust are issued and outstanding as of the date of this Agreement;
WHEREAS, Paragraph 9.4 of the Voting Trust Agreement authorizes the Trustees of the Voting Trust to amend the Voting Trust Agreement with the consent of the holders of Voting Trust Certificates representing eighty percent (80%) of the Shares;
WHEREAS, the Trustees of the Voting Trust wish to amend Paragraph 4.8 of the Voting Trust Agreement to provide that a minimum of one (1) Trustee rather than a minimum of two (2) Trustees shall serve for the Voting Trust; and
WHEREAS, the Trustees of the Xxxxxxx Foundation and the Beneficiary of the Xxxxxxx Foundation consent to and approve the amendment to the Voting Trust Agreement described in the immediately preceding Recital.
NOW, THEREFORE, in consideration of the premises, the Trustees and the Beneficiary hereby agree as follows:
ITEM I
Paragraph 4.8 of the Voting Trust Agreement shall be amended to read in its entirety as follows:
4.8. Number of Trustees. There shall all at all times be at least one (1) Trustee who shall be entitled to vote. The Trustees shall take such action as may be appropriate to increase or decrease the number of Trustees. If more than one (1) Trustee is serving, and in the event of an equal division of the vote among the Trustees on any matter, the Trustees shall appoint by their unanimous consent a qualified, disinterested person who shall cast the deciding vote on the issue in question.
ITEM II
The Trustees of the Voting Trust, the Trustees of the Xxxxxxx Foundation and the Beneficiary of the Xxxxxxx Foundation hereby ratify and confirm all other provisions of the Voting Trust Agreement except as they may be modified by this Amendment.
IN WITNESS WHEREOF, the Trustees and the Beneficiary hereby execute this Agreement to be effective the day and year first above written.
____________________________________Raymond X. Xxxxxx, Xx., Trustee of the
Xxxxxxx Voting Trust and the Xxxxxxx X.
Xxxxxxx Foundation
____________________________________Charles X. Xxxx, Xx., Trustee of the
Xxxxxxx Voting Trust and the Xxxxxxx X.
Xxxxxxx Foundation
THE GREATER KANSAS CITY
COMMUNITY FOUNDATION
By: ________________________________
Xxxxxx X. Xxxxxxx, President
ATTEST:
_______________________________
Secretary
STATE OF __________________ )
) ss.
COUNTY OF ________________ )
On the _____ day of ________________, 2002, at my office in said County and State, before me, the undersigned, a notary public, personally appeared XXXXXXX X. XXXXXX, XX., to me personally known and known to me to be the same person described in and who executed the foregoing instrument, and acknowledged the execution of the same as said person’s free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.
Notary Public
My Commission Expires:
____________________
STATE OF __________________ )
) ss.
COUNTY OF ________________ )
On the _____ day of ________________, 2002, at my office in said County and State, before me, the undersigned, a notary public, personally appeared XXXXXXX X. XXXX, XX., to me personally known and known to me to be the same person described in and who executed the foregoing instrument, and acknowledged the execution of the same as said person’s free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.
Notary Public
My Commission Expires:
____________________
STATE OF __________________ )
) ss.
COUNTY OF ________________ )
On the _____ day of _______________, 2002, before me, the undersigned, a Notary Public within and for said County and State, personally appeared XXXXXX X. XXXXXXX, to me personally known, who being by me duly sworn, did say that she is the President of THE GREATER KANSAS CITY COMMUNITY FOUNDATION, a Missouri not-for-profit corporation, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said officer acknowledged said instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.
Notary Public
My Commission Expires:
____________________
