EXHIBIT 3
VOTING AGREEMENT
AGREEMENT, dated as of January 29, 1998, between Terbem
Limited ("Terbem"), TCR International Partners, L.P. ("TCR Int'l"), Bobst
Investment Corp. ("Bobst") and Three Cities Offshore Partners CV ("TCRI
Offshore," and collectively with Terbem, TCR Int'l and Bobst the "Investors")
and Three Cities Holdings Limited ("Three Cities Holdings");
WHEREAS, Xxxxxx Metalcraft Holding Co. ("Xxxxxx Metalcraft")
and MLX Corp. (the "Company" or "MLX") have entered into an Agreement and
Plan of Merger, dated as of October 20, 1997, pursuant to which Xxxxxx
Metalcraft will be merged with and into the Company, with MLX being the
surviving corporation;
WHEREAS, pursuant to the Merger, Terbem, TCR Int'l, Bobst,
Tinvest Limited ("Tinvest"), Quilvest American Equity (f/k/a Teribe Limited)
("Quilvest") and Mitvest Limited ("Mitvest, and collectively with Terbem, TCR
Int'l, Bobst, Tinvest and Quilvest, the "TCR Group") and Xxxxxxx X. Xxxxxx
("Xxxxxx") entered into a Shareholders Agreement, dated as of October 20, 1997,
pursuant to which the TCR Group granted to Xxxxxx certain voting rights with
respect to the Class A Common Stock, par value $.01 per share, of the Company
("Class A Common Stock") and Class B Common Stock, par value $.01 per share, of
the Company ("Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock") owned by the TCR Group subsequent to the Merger;
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WHEREAS Mitvest and Tinvest have transferred their shares of
existing common stock, par value $.01 per share, of the Company (the "Existing
Common Stock") to TCRI Offshore;
WHEREAS in furtherance of an arrangement whereby Three Cities
Holdings directs the Investors to acquire record ownership of stock and other
securities identified by Three Cities Holdings, the Investors have previously
granted to Three Cities Holdings the sole and irrevocable power to vote and
dispose of those shares of Common Stock that are owned by the Investors (the
"Existing Agreement");
WHEREAS the Investors and Three Cities Holdings wish to
clarify the voting rights of the parties hereto;
NOW, THEREFORE, the parties hereto, intending to be legally
bound thereby, agree as follows:
6.9.1 Notwithstanding the Existing Agreement, Three Cities
Holdings hereby relinquishes any right to vote and/or act by written consent
with respect to all shares of Common Stock owned of record by the Investors with
regard to any matter to be voted upon by the shareholders of the Company where
such right to vote or act has been granted to Xxxxxx or conflicts with any
rights granted to Xxxxxx pursuant to the Shareholders Agreement;
6.9.2 Notwithstanding the Existing Agreement, Three Cities
Holdings relinquishes any right to sell, give, assign, hypothecate, pledge,
encumber, grant a security interest in or otherwise dispose of (whether by
operation of law or otherwise) (each, a "Transfer") any shares of Common Stock
owned of record by the Investors
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or to purchase any additional shares of Common Stock on behalf of the Investors
where such Transfer or purchase would conflict with any of the restrictions on
Transfers and purchases of shares of Common Stock set forth in the Shareholders
Agreement;
6.9.3 The parties confirm that Three Cities Holdings shall
retain any and all right and power to vote and/or act by written consent with
respect to all shares of Common Stock owned by the Investors with regard to any
matter to be voted upon by the shareholders of the Company where such right to
vote or act has not been granted to Xxxxxx pursuant to the Shareholders
Agreement.
6.9.4 The parties confirm that Three Cities Holdings shall
retain any and all rights to Transfer or otherwise dispose of shares of Common
Stock owned by the Investors or to purchase shares of Common Stock on behalf of
the Investors in any and all circumstances where such Transfer, disposition or
purchase does not conflict with the restrictions on Transfers, dispositions and
purchases of shares of Common Stock set forth in the Shareholders Agreement.
6.9.5 This Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflicts of laws
thereof or of any other jurisdiction.
6.9.6 This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
TERBEM LIMITED
By: /s/ W. Xxxxxx Xxxxxx
------------------------
Name: W. Xxxxxx Xxxxxx
Title: Attorney-in-Fact
TCR INTERNATIONAL PARTNERS, L.P.
By: Three Cities Research, Inc.,
its general partner
By: /s/ W. Xxxxxx Xxxxxx
------------------------
Name: W. Xxxxxx Xxxxxx
Title: Attorney-in-Fact
BOBST INVESTMENT CORP.
By: /s/ W. Xxxxxx Xxxxxx
------------------------
Name: W. Xxxxxx Xxxxxx
Title: Attorney-in-Fact
THREE CITIES OFFSHORE PARTNERS CV
By: /s/ W. Xxxxxx Xxxxxx
------------------------
Name: W. Xxxxxx Xxxxxx
Title: Attorney-in-Fact
THREE CITIES HOLDINGS LIMITED
By: /s/ W. Xxxxxx Xxxxxx
------------------------
Name: W. Xxxxxx Xxxxxx
Title: Attorney-in-Fact
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