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SUDDER FAMILY
VOTING TRUST AGREEMENT
FOR AFFILIATED NEWSPAPERS INVESTMENTS, INC.
This Agreement is made this 20th day of May, 1994 by and between (i)
Xxxxxxx X. Xxxxxxx, individually, Xxxxxxx X. Xxxxxx, as custodian for her
children, Xxxx X. Xxxxxxx, individually and as Trustee for the Xxxxxxx Family
1987 Trust, (collectively referred to as the "Shareholders") and (ii) Xxxx X.
Xxxxxxx 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, Xxxx X. Xxxxxxx 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. 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.
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2. Transfer of Stock Shares to Trustee.
(a) Upon the execution of this Agreement, the
Shareholders shall deposit with the Voting Trustee Certificates Xx. X0, X0, X0,
X0, X0, X0, X0, X0, X0, X0, X0, N4, N5 and N6 of the Company (the
"Certificates"), representing the Shareholders' Stock. 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 Stock so deposited by them.
(b) The Voting Trustee hereunder shall be Xxxx X. Xxxxxxx
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 "Xxxx X. Xxxxxxx as
Voting Trustee."
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 Trustee may treat the registered
holder of the Voting Trust Certificate as the owner thereof for all purposes
whatsoever, but she 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
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.
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(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 their nominees or
proxies,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 her 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.
(c) Notwithstanding the provisions of subsection (a) of
this Section, the Voting Trustee shall not exercise any rights she possesses to
vote any Stock concerning (i) the acquisition or divestiture by the Company of
any newspaper or any other business venture, (ii) the dissolution,
consolidation, merger, reorganization or recapitalization of the Company,
(iii) the sale, exchange, pledge or encumbrance of all or substantially all of
the Company's assets, (iv) amendment of the Company's Certificate of
Incorporation or bylaws or (v) the election of directors, without first
conferring with and obtaining the prior consent of the beneficial owners of at
least one-half of the shares of the Stock owned at the time of such shareholder
vote by the Shareholders.
The parties intend by the foregoing, in their
capacity as shareholders, to provide a mechanism for the Voting Trustee to
authorize routine actions that customarily are presented to a corporation's
shareholders for approval, while reserving to each Shareholder the right to
fully participate in certain major decisions concerning the Company. All
Shareholders and the Voting Trustee shall act in good faith in carrying out
this intention.
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7. Successornt Voting Trustee. The Trustee (and any
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, incapacity or
unwillingness to act of Xxxx X. Xxxxxxx, or upon her resignation as Voting
Trustee, Xxxxxxx X. Xxxxxx shall become successor Voting Trustee for Xxxx X.
Xxxxxxx. Upon the death, incapacity or unwillingness to act of Xxxxxxx
X. Xxxxxx, or upon her resignation as Voting Trustee, Xxxxxxx X. Xxxxxxx shall
become successor Voting Trustee for Xxxxxxx X. Xxxxxx.
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
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subsidiaries as officer or director or in any other capacity, and in any such
capacity receiving compensation.
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 Xxxxxxx X. Xxxxxxx 0 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
To Xxxxxxx X. Xxxxxx 000 Xx. Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxx 00000
To Xxxxxxxxx X. Xxxxxx 0000 Xxxxx Xxxx
Xx. 0, Xxx 000
Xxxxxx, Xxxxxxx 00000
To Xxxx X. Xxxxxxx XX #0, Xxx 00
Xxxxxxxxx, Xxxxx 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 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.
11. Counterparts. This Agreement may be executed in one or more
counterparts and by facsimile signatures, each of which shall be deemed to be
an original, and all of which taken together shall be deemed to be one and the
same instrument.
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IN WITNESS WHEREOF, the parties have signed and sealed this
Agreement, effective May 20, 1994.
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxx, as custodian
for Xxxxxxx, Xxxxxxxxx and
Xxxxxxxx Xxxxxx
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Xxxxxxxxx X. Xxxxxx, individually
and as custodian for Xxxxxx, Katya
and Chipeta Xxxxxx
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Xxxx X. Xxxxxxx, individually, as
Trustee for the Xxxxxxx Family 1987
Trust and as Voting Trustee under
This Agreement
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