EXHIBIT 10.7
AMENDMENT TO VOTING AGREEMENT
THIS AMENDMENT TO VOTING AGREEMENT (the "Agreement") is made and entered into
as of the 16th day of December, 1997, by and among Xxx River Inc., a Georgia
corporation (the "Company"), Xxxxxx X. Xxxxxx, Xx., an individual resident of
the State of Alabama ("Xxxxxx Xxxxxx"), and Xxxxxxx X. Xxxxxxxx, an individual
resident of the State of New Jersey, Xxxxx X. Xxxx, an individual resident of
the State of Virginia, X.X. Xxxxxxxx f/b/o Xxxxx X. Xxxx ("X.X. Xxxxxxxx"), Xxx
X. Xxxxxxx, an individual resident of the State of Florida, Xxxxxx X. Xxxxxx,
III, an individual resident of the State of Virginia, Xxx X. Xxxxxx, an
individual resident of the State of Alabama, and Xxxxxxx X. Xxxxxxxx, an
individual resident of the State of New Jersey (all of such individuals and X.X.
Xxxxxxxx shall be referred to collectively as the "Shareholders" and
individually as a "Shareholder);
W I T N E S S E T H
WHEREAS, the Company and the Shareholders have entered into a Voting Agreement
dated as of November 20, 1997 (the "Voting Agreement"); and
WHEREAS, in November 1997 the Company completed an initial public offering
(the "IPO") of Class A Common Stock, par value $.01 per share, of the Company
("New Class A Common");
WHEREAS, in connection with the IPO, the Company amended and restated its
Amended and Restate Articles of Incorporation to, among other things, authorize
the issuance of supervoting Class B Common Stock, par value $.01 per share, of
the Company ("New Class B Common"); and
WHEREAS, in connection with the IPO, the Company and each Shareholder
exchanged (the "Exchange Offer") certain shares of New Class A Common owned by
such Shareholder for shares of New Class B Common on a share-for-share basis;
and
WHEREAS, the Company and the Shareholders wish to make a clarifying amendment
to the Voting Agreement;
NOW THEREFORE, in consideration of the mutual agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
Section 1. Amendments.
1.1 Section 1.1 of the Voting Agreement shall be amended by adding the
following sentence at the end thereof:
"This Agreement shall not apply, under any circumstances, to shares of New
Class A Common owned (or hereafter acquired) by any Shareholder or
transferee thereof or received upon conversion of Shareholder Group Stock
by any Shareholder or transferee thereof in accordance with the New
Charter."
1.2 Section 4.3 of the Voting Agreement shall be amended by adding the
following sentence at the end thereof:
"Notwithstanding the foregoing, nothing contained in this Agreement shall
prohibit any Shareholder from, in accordance with the New Charter, (i)
converting shares of Shareholder Group Stock into shares of New Class A
Common or (ii) Transferring (as defined in the Company's Amended and
Restated Articles of Incorporation) shares of Shareholder Group Stock to a
third party other than a Permitted Transferee (as defined in the Company's
Amended and Restated Articles of Incorporation), which will result in the
automatic conversion of such shares into New Class A Common."
Section 2. Miscellaneous.
2.1 Entire Agreement. Except as otherwise expressly set forth herein, this
Amendment embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
2.2 Successors and Assigns. Except as otherwise provided herein, this
Amendment will bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns, and the Shareholders and any subsequent
holders of shares of Shareholder Group Stock and the respective successors and
assigns of each of them, so long as they hold shares of Shareholder Group Stock.
2.3. Counterparts. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will
constitute one and the same agreement.
2.4 Governing Laws. This Amendment will be governed by the laws of the State
of Georgia.
2.5 Voting Agreement. The Voting Agreement shall remain in full force and
effect and, except as amended hereby, shall not otherwise be amended, modified
or superseded.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
XXX RIVER INC.
By:________________________
Xxxxxx X. Xxxxxx, Xx.
Chief Executive Officer
___________________________
XXXXXX X. XXXXXX, XX.
___________________________
XXX X. XXXXXX
___________________________
XXX X. XXXXXXX
___________________________
XXXXXX X. XXXXXX, III
___________________________
XXXXX X. XXXX
X. X. XXXXXXXX F/B/O
XXXXX X. XXXX
By:_________________________
___________________________
XXXXXXX X. XXXXXXXX
____________________________
XXXXXXX X. XXXXXXXX
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