Exhibit 9.1
AMENDMENT TO THE VOTING TRUST AGREEMENT
DATED NOVEMBER 19, 1992
This Amendment is made as of the 18th day of November,
2002, between the undersigned holders of common shares of D&E
COMMUNICATIONS, INC., a Pennsylvania corporation (the
"Shareholders"), and XXXXXX X. XXXXXX, XXXX XXXXXXXX XXXXXXXX,
W. XXXXX XXXXXXXX, XXXXXX X. XXXXXXX and XXXX XXXX (the "Voting
Trustees").
WITNESSETH:
BACKGROUND
WHEREAS, each of the Shareholders had executed a
Voting Trust Agreement dated November 19, 1992 with respect to
shares of common stock of The Denver and Ephrata Telephone and
Telegraph Company (the "Agreement"); and
WHEREAS, in connection with the formation of D&E
Communications, Inc (the "Company") as a holding company for The
Denver and Ephrata Telephone and Telegraph Company (the "Phone
Company") all of the Shareholders exchanged all of their shares
of common stock of the Phone Company for shares of common stock
of the Company; and
WHEREAS, the Agreement was amended as of December 31,
1995 to extend the term of the Agreement to November 19, 2002;
and
WHEREAS, the Voting Trustees have recommended to the
Shareholders that the following amendments be made to the
Agreement; and
WHEREAS, each of the Shareholders believes that the
Agreement assists in insuring continuity and stability of the
management and business policies of the Company by giving the
voting rights in respect of his or her shares of common stock to
the Voting Trustees; and
WHEREAS, the Voting Trustees are willing to accept
such voting rights and to exercise such voting rights under the
terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the above premises
and the mutual covenants and agreements herein contained, the
parties hereto, intending to be legally bound hereby, have
agreed and do hereby agree with each other as follows:
AMENDMENTS
Section 1. Section 15 of the Agreement. The second
paragraph of Section 15 of the Agreement is amended and restated
to read as follows:
"This Agreement shall continue in effect until
November 19, 2007, unless sooner terminated as above
described in this Section 15, or by reason of
distribution of the proceeds of a merger,
consolidation or sale of all of the assets of the
Company, as hereinbefore provided in Section 7
hereof."
Section 2. Other Provisions. All other provisions of
the Agreement are hereby ratified and confirmed and shall remain
in full effect in their entirety.
Section 3. Construction. This Amendment shall be
construed under and interpreted in accordance with the laws of
the Commonwealth of Pennsylvania, without giving effect to its
laws or principles of conflict of laws. In each instance when
used herein, the singular shall be deemed to include the plural,
and the plural shall be deemed to include the singular; each
gender shall include all genders; and a reference to any person,
association or corporation always shall be deemed to include
their respective heirs, personal representatives, successors and
assigns.
Section 4. Execution and Counterparts. This
Amendment may be signed in any number of counterparts with the
same effect as if the signatures upon such counterparts had been
upon one and the same document.
Section 5. Headings No Part Hereof. The headings
preceding the text of the sections of this Amendment are
inserted solely for convenience of reference and shall not
constitute a part of this agreement, nor shall they effect its
meaning or construction.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date hereof.
__________________________________
Xxxx Xxxxxxxx Xxxxxxxx
__________________________________
W. Xxxxx Xxxxxxxx
__________________________________
Xxxxxx X. Xxxxxxx
__________________________________
Xxxx Xxxx
__________________________________
Xxxxxx X. Xxxxxx
__________________________________
Xxxx X. Xxxxxxxx
__________________________________
G. Xxxxxxx Xxxx
