Exhibit 1
AMENDMENT NO. 1 TO VOTING AGREEMENT
This Amendment No. 1 to Voting Agreement (this "AMENDMENT") is dated as
of April 1, 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:
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▇▇▇▇▇▇ ASSOCIATED COMPANIES, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇, President
STOCKHOLDERS:
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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 PARTNERS SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇,
President
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
