Exhibit 10.2
ADDENDUM TO SHAREHOLDERS' AGREEMENT
Pursuant to paragraph 3(a) of the Shareholders' Agreement (and the references
contained therein) dated February 27, 1995 by and between Xxx Enterprises,
Incorporated ("Xxx") and Journal Limited Partnership ("JLP") (the "Shareholders'
Agreement"), National Bank of Commerce Trust and Savings Association, acting as
trustee on behalf of the Trust U/W of Xxxx X. Xxxxxxxx/Xxxx X. Xxxxxxxx share
(the "Trustee" and the "Trust"), a limited partner of JLP, has notified JLP of
the Trustee's desire for JLP to distribute to the Trust a 7.425% limited
partnership interest in JLP, which will result in 244,526 shares of Xxx Common
Stock being distributed by JLP to the Trustee through the registration of the
transfer of such shares in the name of the Trustee, subject to, inter alia, the
Trustee's execution of a counterpart of the Shareholders' Agreement.
In consideration of the receipt of Xxx Common Stock, the Trustee hereby executes
a counterpart of this Shareholders' Agreement and agrees to be bound by all the
provisions, acknowledgements, understandings, representations, warranties and
other agreements contained within the Shareholders' Agreement in accordance with
its terms as if the Trustee were an original signatory to the Shareholders'
Agreement. The Trustee represents and warrants that the execution, delivery and
performance of the terms, obligations and duties of the Shareholders' Agreement
have been duly authorized by all necessary actions of the Trustee as authorized
or directed by the agreement evidencing the Trust.
NATIONAL BANK OF COMMERCE TRUST
AND SAVINGS ASSOCIATION, Trustee
of the Trust U/W of Xxxx X.
Xxxxxxxx/Xxxx X. Xxxxxxxx Share
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx, Vice President
and Trust Officer
Exhibit 10.2
SECOND ADDENDUM TO SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is entered into this 18th day of April, 1997 by and among XXX
ENTERPRISES, INCORPORATED, a Delaware corporation ("Xxx"), NATIONAL BANK OF
COMMERCE TRUST AND SAVINGS ASSOCIATION, as trustee on behalf of the Trust U/W of
Xxxx X. Xxxxxxxx/Xxxx X. Xxxxxxxx Share (the "MTS Trustee" and the "MTS Trust")
and as trustee on behalf of the Xxxxx X. Xxxxxxxx Revocable Trust (the "JCS
Trustee" and the "JCS Trust"), and JOURNAL LIMITED PARTNERSHIP, a Nebraska
limited partnership ("JLP"), for itself and as agent and authorized
representative for all partners of JLP not signatories hereto (hereinafter
sometimes referred to as the "JLP Partners").
W I T N E S S E T H:
WHEREAS, pursuant to paragraph 4(b) of the Shareholders' Agreement (and the
references contained therein) originally dated February 27, 1995, as amended, by
and among Xxx, JLP and the MTS Trust (the "Shareholders' Agreement"), JLP, the
MTS Trustee and the JCS Trustee have notified Xxx of their desire for Xxx to
prepare, file with the Securities and Exchange Commission ("SEC") and cause to
become effective a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to 3,293,286 shares of Xxx Common Stock, $2.00 par value (the
"Shares") held by the undersigned (the "Selling Stockholders").
NOW THEREFORE, in consideration of Xxx'x filing of the Registration Statement,
the undersigned hereby agree as follows:
1. Compliance with Securities Laws and Transfer Requirements. Each of the
Selling Stockholders agrees that the Selling Stockholder will fully
comply with all requirements under the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including without
limitation the prospectus delivery requirements under the Securities Act
and the provisions of Rule 10b-6 of the Exchange Act, in connection with
any Transfer (as defined below) of the Shares pursuant to the
Registration Statement.
2. Transfers of Shares After Registration; Amended Registration Statement.
If Xxx notifies the Selling Stockholders that the Registration Statement
may be required to be amended or supplemented so that a Transfer of the
Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the Exchange Act (the "Suspension
Notice"), then (i) Xxx shall, as soon as reasonably practicable after
the date of such notice, file an amendment or supplement to the
Registration Statement to permit the Selling Stockholder to utilize the
Registration Statement to effect a Transfer of the Shares in compliance
with the Securities Act and the Exchange Act, and (ii) until such
amendment or supplement becomes effective pursuant to the rules and
regulations promulgated under the Securities Act, none of the Selling
Stockholders shall effect any Transfer of the Shares pursuant to the
Registration Statement. Notwithstanding the foregoing, the obligation of
Xxx to file any amendment or supplement to the Registration Statement
shall not apply with respect to any amendment or supplement relating to
information supplied by any of the Selling Stockholders or any other
person selling Shares pursuant to the Registration Statement unless the
Selling Stockholders or such other person shall have given prior written
notice to Xxx that an amendment or supplement is required, in which
case, (i) Xxx shall file such amendment or supplement as soon as
reasonably practical following the date such notice is received by Xxx,
and (ii) until such amendment or supplement becomes effective pursuant
to the rules and regulations promulgated under the Securities Act, none
of the Selling Stockholders shall effect any Transfer of the Shares
pursuant to the Registration Statement. The term "Transfer" shall mean
any disposition of any of the Shares or any interest therein for value,
whether by sale, assignment, pledge or otherwise.
3. Notices. Except for the Suspension Notice under paragraph 2, any notice
or other communication provided for herein or given hereunder to a party
hereto shall be in writing and shall be delivered in person or sent by
telecopy to the address or telecopy number set forth below and a copy of
such notice shall be mailed by first class registered or certified mail,
postage prepaid, addressed as follows:
If to Xxx:
---------
Xxxxx Xxxxxx, Director of Financial Services
Xxx Enterprises, Incorporated
400 Xxxxxx Building
000 X. Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Copy:
----
X. X. Xxxxxxxx III, Esq.
Lane & Xxxxxxxx
600 Norwest Bank Building
000 X. Xxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to JLP:
---------
Xxxxx Xxxxxx, President
Journal Corporation
X.X. Xxx 00000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to MTS Trust or JCS Trust:
----------------------------
Xxxx X. Xxxxx
National Bank of Commerce
0000 X Xxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Copy:
----
Xxxxxxx X. Xxxxxxx, Esq.
Cline, Williams, Xxxxxx, Xxxxxxx & Xxxxxxxxx
One Pacific Place
0000 X. 000xx, Xxx. 000
Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
A Suspension Notice shall be sent via facsimile and followed by transmittal of
such notice via overnight delivery.
4. Shareholders' Agreement to Remain in Effect. Except as modified, amended
or superseded by this Second Addendum to Shareholders' Agreement, the
terms and conditions of the Shareholders' Agreement, as amended, shall
remain in full force and effect.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
6. Signatures. The parties agree that signatures on facsimile copies will
be deemed to have the same effect as original signatures, provided that
an original counterpart shall be promptly transmitted by overnight mail
or courier.
Xxx Enterprises, Incorporated Journal Limited Partnership
by Journal Corporation
By /s/ X. X. Xxxxxxxx III By /s/ Xxxxx Xxxxxx
---------------------- --------------------------------------------
X. X. Xxxxxxxx III, Xxxxx Xxxxxx, President
Secretary
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the Trust U/W of
Xxxx X. Xxxxxxxx/Xxxx X. Xxxxxxxx Share
By /s/ Xxxx X. Xxxxx
--------------------------------------------
Xxxx X. Xxxxx, Vice President
and Trust Officer
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the Xxxxx X.
Xxxxxxxx Revocable Trust
By /s/ Xxxx X. Xxxxx
--------------------------------------------
Xxxx X. Xxxxx, Vice President
and Trust Officer
Exhibit A
XXX ENTERPRISES, INCORPORATED
Suspension Notice
Xxx hereby notifies you to suspend any Transfer of the Shares until
(_____________________, 199__) (further notice) pursuant to Section 2 of the
Second Addendum to the Shareholders Agreement dated April 18, 1997 in order to
permit Xxx to amend the Registration Statement.
XXX ENTERPRISES, INCORPORATED
By ____________________________
Its ____________________________
