EXHIBIT 9.3
AMENDMENT NUMBER TWO OF VOTING TRUST AGREEMENT
WHEREAS, a certain Voting Trust Agreement (the "Agreement") was made
and entered into on November 30, 1998 by and between the parties listed as
Depositors and the parties listed as Trustees on Schedule A attached hereto; and
WHEREAS, pursuant to the provisions of Article VI of the Agreement, the
Trustees shall have the power from time to time, by unanimous vote only to amend
the Agreement, and notice of all amendments shall be given to the Depositors;
and
WHEREAS, the Trustees previously amended the Agreement by executing
Amendment Number One of Voting Trust Agreement on December 1, 1999; and
WHEREAS, the Trustees desire to further amend the Agreement.
NOW, THEREFORE, the Trustees do hereby amend the Agreement as follows:
FIRST: The Trustees hereby revoke Sections 2.05 and 2.06 of Article II
of such Agreement, as amended, and substitute therefor the following Section
2.05:
"Section 2.05. Transfer of Trust Certificates. Subject to compliance
with the Share Restriction Agreement dated as of November 30, 1998, by and
between the Principal Stockholders (as defined therein) and the Corporation, and
amended from time to time, any Depositor may direct the Trustees to sell,
transfer, assign, pledge or encumber all or any interest in the Depositor's
Trust Certificate(s) on terms and conditions specified in writing by the
Depositor. The Trustees shall transfer the interest in the Trust Certificate(s)
as agent and on behalf of the Depositor, and any proceeds of the sale of Trust
Certificate(s), or any interest therein, shall be forwarded immediately by the
Trustee to the Depositor. If at the time of the transfer, the transferee was a
'Family Member' (hereinafter defined), then upon completion of the transfer of
Trust Certificate(s) pursuant to this Section 2.05, the Trustee shall issue to
the transferee a Trust Certificate which represents the number of Shares
represented by the interest transferred and the Trustee shall issue to the
Depositor a new Trust Certificate which represents the number of Shares, if any,
represented by the interest not transferred by the Trustee. The Voting Trust's
records shall be amended to reflect such Depositor's and such transferee's then
current interest. If at the time of the transfer, the transferee was not a
Family Member, then upon completion of the transfer, the transferee will no
longer be a party to the Voting Trust Agreement and the Trustee shall issue to
the Depositor a new Trust Certificate which represents the number of Shares, if
any, represented by the interest not transferred by the Trustee. The Voting
Trust's records shall be amended to reflect such Depositor's then current
interest. As used in this Section 2.05, the term 'Family Member' shall mean Xxxx
Xxxx Xxxxxx, any
descendant of Xxxxxx X. Xxxxxx and Xxxx Xxxx Xxxxxx, and/or any trust primarily
held for the benefit of any such person."
SECOND: The Trustees do hereby otherwise affirm and ratify the
Agreement and Amendment Number One thereto.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures
as of the 1st day of June, 2002.
TRUSTEES
/s/ Xxxx Xxxx Xxxxxx
------------------------------------
Xxxx Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx Xxxxx
------------------------------------
Xxxxx Xxxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
2
SCHEDULE A
Depositor Trustee
--------- -------
XXXXXXX XXXX GRANDCHILDRENS TRUSTS:
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx Xxxxx
XXXXXXX TARK GREAT-GRANDCHILDRENS TRUST:
for Family of Xxxxxxx Xxxxxxx Xxxxxx
for Family of Xxxxx Xxxxx Xxxxxx Xxxxx
for Family of Xxxxx Xxxxx Xxxxxx
XXXXXX ANNUAL GIFT TRUSTS:
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxxxxxxx Xxxx Xxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxxx Xxxxx Xxxxxx
for Xxxxxxxxx Xxx Xxxxx Xxxxxx Xxxxx
for Xxxx Xxxxx Xxxxxx
IRIS FUND U/XXXXXXX X. XXXX TRUST Xxxx Xxxx Xxxxxx
XXXXXX 1992 GIFT TRUSTS:
for Xxxxxxxxx Xxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxx Xxxxxx Xxxxx
for Xxxxx Xxxxx Xxxxxx
for Xxxxxxxxx Xxxxx Xxxxxx
for Xxxx Xxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
for Xxxxxxx Xxxxxxx Xxxxxx
for Xxxxx Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx Revocable Trust Xxxx Xxxx Xxxxxx
Xxxxxx X. Xxxxxx Revocable Trust Xxxx Xxxx Xxxxxx
Xxxxxx X. Xxxxxx Xxxx Xxxx Xxxxxx
Xxxxxx J. Xxxxxx XXX Xxxx Xxxx Xxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Xxxxx X. Xxxxxx Xxxxx Xxxxxx
Xxxxx Xxxxxx Revocable Trust Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxx Xxxxxx
Xxx Xxxxx Xxxxx Xxxxxx Xxxxx
