VOTING TRUST AGREEMENT
Agreement, dated as of May 27, 1998, between each of the record owners of
shares of common stock of Sunrise International Leasing Corporation, a Delaware
corporation (the "Corporation"), that are listed on schedule 1 to this agreement
and others who may become parties to this agreement in the manner hereinafter
provided (the "Shareholders"), and Xxxxx X. Xxxx (the "Sole Voting Trustee") and
King Management Corporation, a Minnesota corporation (the "Substitute Voting
Trustee") (the Sole Voting Trustee and Substitute Voting Trustee, when acting
hereunder are referred to as the "Voting Trustee");
WHEREAS, the Shareholders deem it to be in their mutual best interests to
combine the voting power of the shares of the Corporation's common stock owned
by them and vest such voting power in the Voting Trustees as provided in this
agreement; and
WHEREAS, the Sole Voting Trustee and Substitute Voting Trustee are willing
to act in such capacity pursuant to the terms of this agreement.
NOW THEREFORE, in consideration of the premises, the respective commitments
and undertakings of the Shareholders and the Sole Voting Trustee and Substitute
Voting Trustee set forth in this agreement, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Shareholders and the Sole Voting Trustee and Substitute Voting Trustee agree as
follows:
1. DELIVER OF SHARES. Concurrently with the execution of this agreement,
each Shareholder shall transfer and deliver to the Voting Trustee stock
certificates evidencing the number of shares of the Corporation's common stock
as is set forth on schedule 2, which certificates shall be properly endorsed for
transfer on the books of the Corporation, and the Voting Trustee shall hold and
deal with such certificates in the manner contemplated by this agreement.
2. VOTING TRUST CERTIFICATES. Upon receipt from the Shareholders of
stock certificates for shares of the Corporation's common stock, the Voting
Trustee shall deliver or cause to be delivered to the Shareholders a voting
trust certificate or certificates for the number of shares that is represented
by the stock certificate or certificates so deposited with the Voting Trustee.
The voting trust certificates shall be in substantially the following form:
VOTING TRUST CERTIFICATE
FOR SHARE OF COMMON STOCK OF
SUNRISE INTERNATIONAL LEASING CORPORATION
(A DELAWARE CORPORATION)
(Under Voting Trust Agreement Dated as of May 27, 1998)
No.___ ________ Shares
This certifies that ______________________ has deposited _______________
shares of common stock of Sunrise International Leasing Corporation, a Delaware
corporation (the "Corporation"), with the Voting Trustee hereinafter named,
pursuant to an agreement dated ______, 199__, between certain shareholders of
the Corporation and the Voting Trustee (the "Agreement"). This certificate and
the interest represented thereby is transferable only on the books of the Voting
Trustee upon the presentation and surrender of this certificate. The holder of
this certificate shall be subject to all the terms and conditions of the
Agreement and shall be entitled to the benefits thereof.
IN WITNESS WHEREOF, the Voting Trustee have caused this certificate to be
signed this ____ day of _________________.
____________________________________
Xxxxx X. Xxxx, Sole Voting Trustee
In the event of a stock split, stock dividend or distribution of shares of
any class of the Corporation, the Voting Trustee shall issue additional
certificates to the registered holders of outstanding voting trust certificates,
which additional certificates shall be modified as necessary to indicate the
class of shares so represented and to reflect the interests of the Shareholders
in the shares of the Corporation's stock held by the Voting Trustee.
3. TRANSFER OF VOTING TRUST CERTIFICATES. Subject to any transfer
restrictions set forth in the Articles of Incorporation and Bylaws of the
Corporation now or hereafter and transfer restrictions imposed by applicable
securities laws, the Shareholders shall be at liberty to sell or transfer the
voting trust certificates as they determine to be proper. The voting trust
certificates issued by the Voting Trustee may be transferred on the books of the
Voting Trustee upon the surrender to the Voting Trustee of such certificates,
which have been properly endorsed by the registered holders. Title to the
voting trust certificates when duly endorsed shall, to the extent permitted by
law, be transferable with the same effect as in the case of negotiable
instruments.
Every transferee of a voting trust certificate shall, by the acceptance of
such certificate, become a party to this agreement with the effect that such
transferee shall deem to be an original party to this agreement and shall be
regarded as a Shareholder for all purposes of this agreement.
4. SHAREHOLDERS' RIGHTS. The record ownership of the shares of stock of
the Corporation for which certificates have been deposited with the Voting
Trustee shall be vested in the Voting Trustee and shall be transferred into the
name of the Voting Trustee upon the books of the Corporation. The Voting
Trustee shall, as to all shares of stock so held by the Voting Trustee, possess
and be entitled to exercise all shareholders' rights of every kind, including
the right to vote and the right to take part in, or consent to, any corporate or
shareholders' action including a merger, exchange or consolidation involving the
Corporation or the sale, lease, transfer or other disposition of all or
substantially all of the Corporation's assets, except as such right is
specifically limited by this agreement.
The holders of the voting trust certificates shall not have any right, with
respect to any shares of stock held by the Voting Trustee, to vote such shares
or to take part in or consent to any corporate or shareholders' action of the
Corporation.
The Voting Trustee may deliver the shares of stock subject to this
agreement to the Corporation for exchange or surrender pursuant to any
amendments to the articles of incorporation, plan of reclassification, merger,
consolidation, liquidation or dissolution of the Corporation.
5. SUCCESSION OF TRUSTEES. Upon the death or resignation of the Sole
Voting Trustee, or during any period that the Sole Voting Trustee is determined
to be incapacitated or incompetent as hereinafter provided, the Substitute
Voting Trustee is appointed to act as the Voting Trustee hereunder. If at any
time there is no Voting Trustee acting hereunder, this Voting Trust shall
thereupon terminate as provided in section 13.
The incapacity or incompetency of the Sole Voting Trustee shall bee
determined by the Substitute Voting Trustee, after consultation with a licensed
physician who has examined the Sole Voting Trustee.
6. EXERCISE OF VOTING RIGHTS BY VOTING TRUSTEE. The Voting Trustee shall
vote on matters which may come before him at any shareholders' meeting and shall
exercise his best judgment from time to time to select suitable directors to the
end that the affairs of the Corporation shall be properly managed.
The Voting Trustee may vote all shares of stock held by the Voting Trustee
in person or by such person or persons as the Voting Trustee shall select as the
Voting Trustee's proxy.
When the Substitute Voting Trustee is acting as the Voting Trustee, all
shares of stock held by the Voting Trustee shall be voted by the Chief Executive
Officer of the Substitute Voting Trustee or by another authorized representative
appointed by a written instrument signed by a majority of the members of the
Board of Directors of the Substitute Voting Trustee. If the Board of Directors
of the Substitute Voting Trustee is divided equally as to appointment of an
authorized representative to vote the shares of stock held by the Voting Trustee
or as to the right and manner of voting shares of stock held by the Voting
Trustee, the vote of the stock in either such case shall be divided equally
among the members of the Board of Directors of the Substitute Voting Trustee.
7. EXCULPATION. The Voting Trustee shall not be liable for any error of
judgment or mistake of law, or other mistake, and shall incur no responsibility
as stockholder, trustee or otherwise, except for the Voting Trustee's own
individual malfeasance.
8. COMPENSATION; EXPENSE REIMBURSEMENT. The Voting Trustee shall not be
entitled to any compensation for the Voting Trustee's services, but shall be
reimbursed by the Shareholders, on a pro rata basis, for any expenses or
liabilities incurred by the Voting Trustee in connection with the Voting
Trustee's duties under this agreement, including the disbursements and
reasonable compensation of the Voting Trustee's agents, attorneys, employees and
officers whom the Voting Trustee may employ in carrying out the terms and
provisions of this agreement.
The Voting Trustee shall be entitled to reimbursement for all expenses
incurred in the performance of the Voting Trustee's duties, out of any monies
held or received by the Voting Trustee as distributions with respect to any
shares held in the voting trust created by this agreement.
9. DISTRIBUTIONS. The holder of each voting trust certificate shall be
entitled to receive, from time to time, payments equal to the dividends or
distribution payable in cash or property (other than shares of any class of the
Corporation), if any, collected by the Voting Trustee, as is specified in such
voting trust certificates, subject to the ratable payment of expenses of the
Voting Trustee.
10. RESTRICTION ON TRANSFER OF SHARES. During the term of this agreement,
the Shareholders shall not be entitled to sell their respective shares of
Corporation stock. The Voting Trustee shall not be entitled to transfer the
shares of Corporation stock registered in the Voting Trustee's name to any other
person, including the Shareholder from whom such shares were received. However,
notwithstanding the foregoing restriction, the Voting Trustee shall be entitled
to vote to approve a merger or sale of the Corporation or the sale, lease,
transfer or other disposition of all or substantially all of the Corporation's
assets.
11. INSPECTION OF AGREEMENT. A copy of this agreement and any amendment
of this agreement shall be filed by the Voting Trustee in the registered office
of the Corporation in Delaware and shall be available during business hours for
inspection by the Corporation's shareholders or by the trust certificate
holders.
12. AMENDMENT. If at any time the Voting Trustee shall deem it advisable
to amend this agreement, the Voting Trustee shall submit such amendment, in
writing, to the holders of voting trust certificates for their approval. Such
amendment shall become effective when signed by the Shareholders and a copy has
been filed in the registered office of the Corporation in Delaware.
13. TERM; TERMINATION. The term of this agreement shall commence on the
date hereof and shall extend through December 31, 2007. Notwithstanding the
foregoing, the term of this agreement shall automatically terminate prior to the
expiration of the term in the event that (a) the Voting Trustee elects at any
time to terminate this agreement, (b) the Sole Voting Trustee shall have
resigned as Voting Trustee or died or been determined to be incompetent or
incapacitated as provided in section 5 and the Substitute Voting trustee has
been dissolved and liquidated, (c) the Corporation is dissolved and liquidated,
or (d) no Voting Trustee is acting hereunder.
At any time after such termination, the holders of voting trust
certificates shall be entitled, upon surrender of such certificates to the
Corporation for cancellation, to receive certificates for the number of shares
of the Corporation's common stock represented by their respective voting trust
certificates. For the purpose of transferring such certificates upon
termination, the officers of the Corporation shall be deemed to be the Trustee
for that purpose and that purpose only, and any one of such officers shall have
the power to make such transfer without the consent of any other officer.
14. ACCEPTANCE BY VOTING TRUSTEE. The Sole Voting Trustee and Substitute
Voting Trustee each hereby accepts the trust created by the terms of this
agreement and agrees to perform their respective duties hereunder.
15. MISCELLANEOUS. This agreement shall be construed and enforced in
accordance with the laws of the state of Delaware. This agreement shall
evidence the complete understanding and agreement among the parties hereto
relative to the matters discussed herein and supersedes all prior written or
oral agreements or understandings relative to such matters. This agreement and
any amendment hereof may be executed in multiple counterparts, each of which
shall be deemed an original, and such counterparts together shall constitute one
instrument. "King Management Corporation" includes King Management Corporation,
a Minnesota Corporation, any successor entity to King Management Corporation by
merger, consolidation, change of name or state of incorporation.
[THE BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date set forth in the first paragraph.
VOTING TRUSTEES
SOLE VOTING TRUSTEE;
/s/ Xxxxx X. Xxxx
---------------------------------
Xxxxx X. Xxxx
SUBSTITUTE VOTING TRUSTEE:
KING MANAGEMENT
CORPORATION
By /s/ Xxxxx X. Xxxx
-----------------------------
Its CEO
------------------------
And /s/ Xxxxx X. Xxxx
----------------------------
Its Controller
------------------------
SHAREHOLDERS
/s/ Xxxxx X. Xxxx
---------------------------------
Xxxxx X. Xxxx
XXXXXXX X. XXXX STOCK TRUST:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
XXXXXXX X. XXXX STOCK TRUST:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
XXXXX X. XXXX 1996 GRANTOR
RETAINED ANNUITY TRUST:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
KING MANAGEMENT CORPORATION
/s/ Xxxxx X. Xxxx
---------------------------------
Xxxxx X. Xxxx, CEO
SCHEDULE 1
----------
Shareholders Number of shares
------------ ----------------
Xxxxx X. Xxxx 246,823
Xxxxxxx X. Xxxx Stock Trust 1,304,956
Xxxxxxx X. Xxxx Stock Trust 1,270,783
Xxxxx X. Xxxx 1996 Grantor Retained Annuity Trust 276,235
King Management Corporation 282,000
