FIRST AMENDMENT TO
AMENDED AND RESTATED 1992 XXXXXXX, INC.
VOTING TRUST AGREEMENT
This Agreement is made effective this 29th day of October, 2002, by XXXXXXX
X. XXXXXX, XX. and XXXXXXX X. XXXX, XX., as Trustees of THE XXXXXXX VOTING TRUST
and as Trustees of THE XXXXXXX X. XXXXXXX FOUNDATION (hereinafter "Trustees"),
and THE GREATER KANSAS CITY COMMUNITY FOUNDATION, a Missouri not-for-profit
corporation, as sole Beneficiary of THE XXXXXXX X. XXXXXXX FOUNDATION
(hereinafter "Beneficiary").
WHEREAS, Xxxxxxx X. Xxxxxxx established the Xxxxxxx Voting Trust (the
"Voting Trust") under that certain 1992 Xxxxxxx, Inc. Voting Trust Agreement
dated December 12, 1992, as amended and restated as of August 12, 1997 (the
"Voting Trust Agreement");
WHEREAS, Xxxxxxx X. Xxxxxxx, established THE XXXXXXX X. XXXXXXX FOUNDATION
(hereinafter "Xxxxxxx Foundation") under Trust Indenture dated April 27, 1999,
as amended by the First Amendment thereto dated March 2, 2000;
WHEREAS, Xxxxxxx X. Xxxxxxx died on July 14, 1999;
WHEREAS, XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX. are the sole
surviving and currently acting Trustees of the Voting Trust and the Xxxxxxx
Foundation;
WHEREAS, the sole beneficiary of the Xxxxxxx Foundation is the Beneficiary,
THE GREATER KANSAS CITY COMMUNITY FOUNDATION;
WHEREAS, XXXXXXX X. XXXX, XX and XXXXXXX X. XXXXXX, XX., as Trustees of the
Voting Trust, have issued Voting Trust Certificate No. 15 to XXXXXXX X. XXXX,
XX. and XXXXXXX X. XXXXXX, XX., as Trustees of the Xxxxxxx Foundation. Voting
Trust Certificate No. 15 evidences the ownership of 3,051,597 shares of
beneficial participating interest in the Class B Stock of AMC Entertainment Inc.
owned by the Voting Trust (the "Shares");
WHEREAS, no other Voting Trust Certificates for the Voting Trust are issued
and outstanding as of the date of this Agreement;
WHEREAS, Paragraph 9.4 of the Voting Trust Agreement authorizes the
Trustees of the Voting Trust to amend the Voting Trust Agreement with the
consent of the holders of Voting Trust Certificates representing eighty percent
(80%) of the Shares;
WHEREAS, the Trustees of the Voting Trust wish to amend Paragraph 4.8 of
the Voting Trust Agreement to provide that a minimum of one (1) Trustee rather
than a minimum of two (2) Trustees shall serve for the Voting Trust; and
WHEREAS, the Trustees of the Xxxxxxx Foundation and the Beneficiary of the
Xxxxxxx Foundation consent to and approve the amendment to the Voting Trust
Agreement described in the immediately preceding Recital.
NOW, THEREFORE, in consideration of the premises, the Trustees and the
Beneficiary hereby agree as follows:
ITEM I
Paragraph 4.8 of the Voting Trust Agreement shall be amended to read in its
entirety as follows:
4.8. NUMBER OF TRUSTEES. There shall all at all times be at least
one (1) Trustee who shall be entitled to vote. The Trustees shall take
such action as may be appropriate to increase or decrease the number
of Trustees. If more than one (1) Trustee is serving, and in the event
of an equal division of the vote among the Trustees on any matter, the
Trustees shall appoint by their unanimous consent a qualified,
disinterested person who shall cast the deciding vote on the issue in
question.
ITEM II
The Trustees of the Voting Trust, the Trustees of the Xxxxxxx Foundation
and the Beneficiary of the Xxxxxxx Foundation hereby ratify and confirm all
other provisions of the Voting Trust Agreement except as they may be modified by
this Amendment.
IN WITNESS WHEREOF, the Trustees and the Beneficiary hereby execute this
Agreement to be effective the day and year first above written.
/s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx., Trustee of the
Xxxxxxx Voting Trust and the Xxxxxxx X.
Xxxxxxx Foundation
2
/s/ Xxxxxxx X. Xxxx, Xx.
Xxxxxxx X. Xxxx, Xx., Trustee of the
Xxxxxxx Voting Trust and the Xxxxxxx X.
Xxxxxxx Foundation
THE GREATER KANSAS CITY
COMMUNITY FOUNDATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
ATTEST:
/s/ Xxxxxxx Xxxxx
Secretary
STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 29 day of October, 2002, at my office in said County and State,
before me, the undersigned, a notary public, personally appeared XXXXXXX X.
XXXXXX, 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/ Xxxxxx X. Xxxx
Notary Public
My Commission Expires:
April 14, 2003
3
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
4
