Exhibit 9.8
FIRST AMENDMENT TO THE
XXXXXXX SHAREHOLDER GROUP
VOTING TRUST AGREEMENT
DATED APRIL 27, 1987
AMENDMENT TO VOTING TRUST AGREEMENT dated as of August 28, 1995,
by and among the undersigned holders of certain shares of stock of PEPSI-
COLA PUERTO RICO BOTTLING COMPANY, a Delaware Corporation (the
"Corporation") (the undersigned shareholders of the Corporation are
hereinafter referenced to individually as a "Shareholder", and collectively
as "Shareholders"), and Xxxxxxx X. Xxxxxxx and his successor in trust, as
trustee (hereinafter referred to as the "Trustee").
W I T N E S S E T H :
WHEREAS, the Trustee and the Shareholders entered into a Voting
Trust Agreement dated April 27, 1987 (the "Agreement") to secure competent
management for the Corporation and to assure the stability and continuity
of policy, management and control of the Corporation; and
WHEREAS, the parties hereto desire to amend the Agreement for the
purposes set forth herein.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Shareholders and the Trustee hereby acknowledge and
agree that the definition of "Stock" set forth in the Recitals in the
Agreement is hereby amended to include the shares of Class A Common Stock
of the Corporation, the shares of Class B Common Stock of the Corporation
and such other class or classes of equity securities which the Corporation
may issue from time to time.
2. Pursuant to the terms of Section 9B of the Agreement, the
duration of the Agreement shall be extended for an additional period of ten
(10) years from the date hereof, unless terminated prior to the end of such
term upon the occurrence of any of the following events:
(i) the termination of the Exclusive Bottling Appointment dated
April 27, 1987, as amended, between the Corporation and
PepsiCo, Inc.; or
(ii) the termination of the Shareholders Agreement dated April
27, 1987, as amended, between certain shareholders of the
Corporation; or
(iii) the Shareholders, or their permitted successors or
assigns, cease to be holders of record of any shares of
Stock of the Corporation which are held in trust under
the Agreement.
IN WITNESS WHEREOF, the Shareholders party hereto and the Trustee
have hereunto set their hands as of the date first above written.
TRUSTEE:
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/S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, as Trustee
SHAREHOLDERS:
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/S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx for the Xxxxxxx
Family Investments Ltd.
/S/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Trustee of the
Xxxxxxx Irrevocable Education Trust
/S/ XXXX XXXXXX
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Xxxx Xxxxxx for the Xxxxxx Family
Investments Ltd.
/S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx, Trustee of the
Xxxxx X. Xxxxxx IGST
/S/ XXXXXXX X'XXXXXX
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Xxxxxxx X'Xxxxxx
2
/S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Trustee of the
Xxxx Xxxxxxx IGST
/S/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Trustee of the Xxxxxxx
X. Xxxxxxx IGST
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx, Trustee of the Xxxx X.
Xxxxxx IGST
