AGREEMENT RELATING TO THE NUMBER OF TRUSTEES OF
THE XXXXXXX X. XXXXXXX FOUNDATION
This Agreement is made effective the 31st day of October, 2002, by XXXXXXX
X. XXXX, XX., as Trustee of THE XXXXXXX X. XXXXXXX FOUNDATION under Trust
Indenture dated April 27, 1999, and THE GREATER KANSAS CITY COMMUNITY
FOUNDATION, a Missouri not-for-profit corporation, as sole Beneficiary of THE
XXXXXXX X. XXXXXXX FOUNDATION.
WHEREAS, Xxxxxxx X. Xxxxxxx, as Grantor, established THE XXXXXXX X. XXXXXXX
FOUNDATION (hereinafter "Xxxxxxx Foundation") under Trust Indenture dated April
27, 1999, and named himself, XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX. as
Trustees;
WHEREAS, Xxxxxxx X. Xxxxxxx died on July 14, 1999, leaving XXXXXXX X.
XXXXXX, XX. and XXXXXXX X. XXXX, XX. as the sole surviving Trustees of the
Xxxxxxx Foundation;
WHEREAS, XXXXXXX X. XXXXXX, XX., XXXXXXX X. XXXX, XX. and THE GREATER
KANSAS CITY COMMUNITY FOUNDATION amended the Trust Indenture dated April 27,
1999, by the First Amendment thereto dated March 2, 2000, and the Second
Amendment thereto effective as of October 30, 2002 (collectively, the "Trust
Indenture");
WHEREAS, XXXXXXX X. XXXXXX, XX. has resigned as Trustee of the Xxxxxxx
Foundation, such resignation effective as of October 31, 2002, and XXXXXXX X.
XXXX, XX. will be the sole acting Trustee of the Xxxxxxx Foundation as of the
effective date of such resignation;
WHEREAS, Paragraph 5(b) of the Trust Indenture provides that a minimum of
one (1) Trustee shall serve for the Xxxxxxx Foundation under the Trust Indenture
and that the number of Trustees for the Xxxxxxx Foundation can be increased or
decreased by THE GREATER KANSAS CITY COMMUNITY FOUNDATION with the consent of
the Trustees of the Xxxxxxx Foundation who are then serving; and
WHEREAS, XXXXXXX X. XXXX, XX. and THE GREATER KANSAS CITY COMMUNITY
FOUNDATION have concluded that it is in the best interests of the Xxxxxxx
Foundation for one (1) Trustee rather than two (2) Trustees to serve for the
Xxxxxxx Foundation.
NOW, THEREFORE, in consideration of the premises, XXXXXXX X. XXXX, XX. and
THE GREATER KANSAS CITY COMMUNITY FOUNDATION hereby agree as follows:
ITEM I
The vacancy in the office of Trustee resulting from XXXXXXX X. XXXXXX,
XX.'s resignation shall not be filled. As of the effective date of the
resignation of XXXXXXX X. XXXXXX, XX., the Xxxxxxx Foundation shall have one (1)
Trustee, namely, XXXXXXX X. XXXX, XX.
ITEM II
At such time as the Xxxxxxx Foundation does not own any securities
(including but not limited to Voting Trust Certificates) of AMC Entertainment
Inc., XXXXXXX X. XXXX, XX. (if then living and competent and if serving as a
Trustee of the Xxxxxxx Foundation) and THE GREATER KANSAS CITY COMMUNITY
FOUNDATION agree to appoint XXXXXXX X. XXXXXX, XX. (if then living and
competent) as Trustee of the Xxxxxxx Foundation and to increase the number of
Trustees of the Xxxxxxx Foundation to two (2).
IN WITNESS WHEREOF, XXXXXXX X. XXXX, XX. and THE GREATER KANSAS CITY
COMMUNITY FOUNDATION hereby execute this Agreement to be effective the day and
year first above written.
/s/ Xxxxxxx X. Xxxx, Xx.
Xxxxxxx X. Xxxx, Xx., Trustee
THE GREATER KANSAS CITY
COMMUNITY FOUNDATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
ATTEST:
Xxxxxxx Xxxxx
Secretary
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STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 5 day of November, 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.
/s/ Xxxxxxxx X. Xxxxxxxx
Notary Public
My Commission Expires:
March 10, 2003
STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 30 day of October, 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.
/s/ Xxxxxxxx X. Xxxxx
Notary Public
My Commission Expires:
July 1, 2006
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