Exhibit 99(c)(8)
VOTING TRUST AGREEMENT dated as of August 12, 1999 (this
"AGREEMENT"), among CITICORP VENTURE CAPITAL LTD., a New York corporation
(the "COMPANY"), and XXXXXX X. XXXXXX, XXXXXXX X. XXXXXXXX and XXXXXXX X.
XXXXXXX (each individually, a "TRUSTEE" and, collectively, the "TRUSTEES").
W I T N E S S E T H:
WHEREAS, the Company owns voting shares of Class A Common
Stock, par value $.01 per share (the "CLASS A SHARES"), of CORT Business
Services Corporation, a Delaware Corporation ("CORT");
WHEREAS, Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. ("BRS") has
requested that the Company place certain voting shares of CORT in trust of the
Trustees in consideration of the commitment of BRS, or one or more of its
affiliates, pursuant to that certain letter agreement dated as of the date
hereof to CBF Mergerco, Inc. from BRS;
WHEREAS, the Company has determined to place into a voting
trust 4,350,411 Class A Shares of CORT now or hereafter beneficially owned by
the Company in excess of 19.9% of the then aggregate issued and outstanding
Class A Shares;
WHEREAS, the Trustees are willing to serve as the trustees of
such voting trust;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, the parties hereby agree
as follows:
ARTICLE I
THE VOTING TRUST
SECTION 1.1 CREATION OF VOTING TRUST AND DESIGNATION OF
TRUSTEES. Subject to the terms and conditions of this Agreement, a voting
trust (the "TRUST") in respect of the Class A Shares hereinafter specified is
hereby created and established in accordance with Section 218 of the Delaware
General Corporation Law, and the Company hereby appoints each of the Trustees
as trustees under this Agreement. Each of the Trustees accepts the Trust
created by this Agreement and agrees to serve as a trustee under this
Agreement (with all attendant rights and duties hereunder). Subject to the
provisions of this Agreement, the Trust shall be managed by the Trustees.
SECTION 1.2 COMMENCEMENT OF TRUST. The Trust shall become
effective upon the execution of this Agreement.
SECTION 1.3 ACQUISITION AND HOLDING OF CLASS A SHARES BY
THE TRUST.
(a) On the date of this Trust, the Company shall deliver
to, or cause to be delivered to, the Trustees a certificate or certificates
evidencing 4,350,411 Class A Shares then
owned directly or beneficially by the Company, which certificate or certificates
shall be duly endorsed, or accompanied by stock powers duly executed in blank or
such other instrument as may be reasonably requested by the Trustees to enable
the Trustees to transfer the Trust Shares to the Trustees' name. All Class A
Shares at any time deposited in the Trust are hereinafter referred to as the
"TRUST SHARES".
(b) If, following the date hereof, the Company shall
acquire "beneficial ownership" (as defined in Securities and Exchange
Commission Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
any Class A Shares that would increase its percentage of beneficial ownership
of the then issued and outstanding Class A Shares to more than 19.9% the
Company shall, simultaneously with such acquisition, deliver to, or cause to be
delivered to, the Trustees a certificate or certificates evidencing all such
Class A Shares, which certificate or certificates shall be duly endorsed, or
accompanied by stock powers duly executed in blank or such other instrument as
may be reasonably requested by the Trustees to enable the Trustees to transfer
such Class A Shares to the Trustees' name.
(c) After the filing of a copy of this Agreement in the
registered office of CORT in the State of Delaware, as provided in Section 1.07,
each stock certificate evidencing the Trust Shares shall be surrendered and
canceled, and new stock certificates therefor shall be issued and delivered to
the Trustees. Each certificate for Trust Shares so issued to the Trustees shall
bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ISSUED
PURSUANT TO AND ARE SUBJECT TO THE TERMS OF THAT CERTAIN
VOTING TRUST AGREEMENT MADE AS OF AUGUST 12, 1999 AMONG THE
TRUSTEES OF THE VOTING TRUST AND THE BENEFICIAL OWNER OF THESE
SECURITIES. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS OF SUCH VOTING TRUST AGREEMENT, A
COPY OF WHICH IS ON FILE AT CORT BUSINESS SERVICES
CORPORATION'S REGISTERED OFFICE IN THE STATE OF DELAWARE.
A like notation shall be made in the Company's stock transfer
records with respect to such Trust Shares.
(d) The Trustees shall retain and hold the stock
certificates evidencing the Trust Shares in accordance with, and subject to the
terms and conditions of this Agreement. Except as hereinafter provided, all
stock certificates evidencing the Trust Shares shall at all times be and remain
in the possession of the Trustees. The Trustees shall have no authority to sell,
transfer, assign, pledge or otherwise dispose of or encumber the Trust Shares,
except to the extent otherwise specifically provided in this Agreement. All
Trust Shares and all cash, securities or other property distributed in respect
of the Trust Shares that are held by the Trustees shall be
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held for the benefit of the Company and no creditors of the Trustees shall have
any right to or claim against any of the assets of this Trust.
SECTION 1.4 VOTING TRUST CERTIFICATES.
(a) ISSUANCE OF VOTING TRUST CERTIFICATES. Upon receipt
of the new certificate representing the Trust Shares, the Trustee shall deliver
to the Company one or more voting trust certificates therefor, each
substantially in the form of EXHIBIT A hereto (each, a "VOTING TRUST
CERTIFICATE"). Each Voting Trust Certificate shall specify the series or class,
and number of Trust Shares in respect of which it is issued, shall be dated the
date of its issuance and shall be signed manually by a representative of the
Trustees.
(b) TRANSFER OR EXCHANGE OF VOTING TRUST CERTIFICATES.
(i) The Trustees will maintain an office or agency
in New York City at which Voting Trust Certificates may be presented or
surrendered for registration of transfer or for exchange (the "Registrar"). The
Registrar shall keep a register of the Voting Trust Certificates and of their
transfer and exchange. The Trustees may appoint any person to act as Registrar
on their behalf, but in the absence of an effective appointment, any Trustee
may act as Registrar hereunder.
(ii) When Voting Trust Certificates are presented to
the Registrar with a request to register the transfer of such Voting Trust
Certificates, or to exchange them for Voting Trust Certificates of different
denominations which in the aggregate represent the Trust Shares for which such
Voting Trust Certificates are being exchanged, in each case, as accompanied by a
duly executed instrument of assignment or exchange substantially in the form
attached as EXHIBIT B hereto, then the Registrar shall register the transfer or
make the exchange as requested; PROVIDED, that the Registrar shall require, as a
condition to registering a transfer of Voting Trust Certificates, that the
transferee execute and deliver to the Trustee its written agreement to be bound
by the terms of this Agreement, substantially in the form of EXHIBIT C hereto.
(c) REGISTRATION OF HOLDERS. The Trustees may treat the
registered holder of a Voting Trust Certificate as the owner thereof for all
purposes. Every transferee of a Voting Trust Certificate hereunder shall be
required to become a party to this Agreement, with the same force and effect as
if such transferee had signed this Agreement, and such transferee shall for all
purposes have the rights of the Company hereunder with respect to such Voting
Trust Certificate.
(d) REPLACEMENT OF VOTING TRUST CERTIFICATE. Upon receipt
of evidence reasonably satisfactory to the Trustees (an affidavit of the
registered holder will be satisfactory) of the ownership and the loss, theft,
destruction or mutilation of a Voting Trust Certificate, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Trustees (provided that if the registered holder is a
financial institution or other institutional investor, its own agreement will be
satisfactory), or, in the case of any such mutilation, upon surrender of such
certificate, the Trustees shall (at the registered holder's expense) execute and
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deliver in lieu of such certificate a new Voting Trust Certificate of like kind
representing the number of Trust Shares represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.
SECTION 1.5 VOTING RIGHTS OF TRUSTEES.
(a) During the term of this Agreement, the Trustees shall
possess and in their sole discretion shall be entitled to and have, the duty to
exercise any and all voting rights in respect of the Trust Shares either in
person or by nominee or proxy, as hereinafter provided, and may vote for, do or
assent or consent to any act or proceeding which the Company might or could vote
for, do or assent or consent to, and shall have all other powers, rights and
privileges of the record and beneficial owners of the Trust Shares with respect
to the voting of the Trust Shares.
(b) No person other than the Trustees shall have any
voting rights in respect of any Trust Shares so long as this Agreement shall be
in effect. The Trustees shall have no beneficial interest in the Trust Shares.
(c) In voting the Trust Shares, the Trustees shall incur
no responsibility as stockholders, trustees or otherwise, except for their own
individual malfeasance.
(d) The manner of exercising the voting rights in respect
of the Trust Shares shall be determined by a majority of the Trustees.
SECTION 1.6 IRREVOCABILITY. Following the deposit of the
Trust Shares with the Trustees, this Agreement, the Trust and the nomination of
the Trustees shall be irrevocable by the Company and shall terminate only in
accordance with Section 1.10.
SECTION 1.7 MAINTENANCE OF RECORDS. The Trustees shall file
an executed copy of this Agreement at the registered office of CORT in the State
of Delaware and at CORT's chief executive office in Fairfax, Virginia, which
copy shall be open to the reasonable inspection of any stockholder of CORT or
any beneficiary of the Trust, daily during business hours. The Trustees shall
also maintain such other records and books as are necessary or appropriate to
enable the Trustees to carry out the terms and conditions of this Agreement.
SECTION 1.8 DIVIDENDS; DISTRIBUTION OF PROCEEDS OF SALE OF
TRUST SHARES OR ASSETS.
(a) Subject to Section 1.08(b) below, the Company shall
be entitled to receive dividends or distributions of money, securities, or other
property, if any, collected or received by the Trustees with respect to the
Trust Shares. Any such payments received by any Trustee shall be held in trust
for the benefit of the Company and shall be paid over to the Company by the
Trustees promptly upon any Trustee's receipt of such dividends or distributions.
In lieu of receiving dividends or distributions and paying them to the Company,
the Trustees agree to promptly instruct CORT in writing to pay the dividends or
distributions (other than dividends consisting of voting securities of CORT)
directly to the Company. In the event any such
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instruction is given to CORT, all liability of the Trustees with regard to the
payment of such dividends or distributions shall cease, unless and until such
instruction is revoked.
(b) In the event that the Trustees shall receive any
additional voting securities of CORT through a dividend or other distribution
with respect to any Trust Shares, the Trustees shall hold such voting securities
subject to this Agreement for the benefit of the Company, and such voting
securities shall become subject to all the terms and conditions of this
Agreement to the same extent as if they were Trust Shares acquired by the
Trustees pursuant to Section 1.03. The Trustee shall issue Voting Trust
Certificates in respect of such Trust Shares to the Company as soon as
practicable after the Trustees' receipt thereof.
(c) If at any time during the term of this Agreement the
Trustees shall receive or collect any money or other property (other than voting
securities of CORT) through distribution by CORT to its stockholders, other than
as set forth in Subsections (a) or (b) of this Section 1.08, the Trustees shall
promptly distribute such money or other property to the Company.
SECTION 1.9 DISPOSITION OF TRUST SHARES BY THE COMPANY.
This Trust is accepted by the Trustees subject to the right hereby reserved in
the Company at any time to sell, transfer, assign, or otherwise dispose of any
or all of the Trust Shares as hereinafter provided. Upon the receipt at any time
of a written direction from the Company, signed by a duly authorized officer
thereof, designating the person or entity to whom any or all of the Trust Shares
have been sold, transferred, assigned or otherwise disposed of by the Company,
together with the Voting Trust Certificates issued by the Trustees in respect of
such Trust Shares, the Trustees immediately shall deliver the certificates
representing the Trust Shares to be sold, endorsed in blank, to CORT or its
transfer agent, as applicable, for registration of transfer to the person or
entity therein named, all of the Trustees' right, title and interest in such
number of the Trust Shares as may be specified in such direction. If such
direction shall specify all the Trust Shares, the Trust shall cease and come to
an end upon transfer of the Trustees' right, title and interest in the Trust
Shares. If such direction is as to only a portion of the Trust Shares, then this
Trust shall cease to that portion of the Trust Shares upon such transfer, but
shall remain in full force and effect as to the remaining portion of the Trust
Shares and the Trustees shall deliver to the Company new Voting Trust
Certificates representing such shares.
SECTION 1.10 TERMINATION.
(a) This Agreement and the Trust shall terminate upon the
earlier of (each, a "TRUST TERMINATION EVENT"): (i) the sale, transfer,
assignment or other disposition of all the Trust Shares as contemplated by
Section 1.09; (ii) upon notice to the Trustees of the Company's election to
convert the Trust Shares into CORT's non-voting Class B Common Stock, par value
$.01 per share, or such other shares as may be permitted pursuant to CORT's
certificate of incorporation; or (iii) upon the consummation of the transactions
contemplated by the Agreement and Plan of Merger dated as of March 25, 1999, as
amended as of July 26, 1999, by and among CORT, CBF Holding LLC and CBF
Mergerco, Inc., as the same may be amended, supplemented or modified after the
date hereof.
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(b) Upon termination of this Agreement, the Trustees
shall deliver to the Company the stock certificates evidencing the Trust Shares,
duly endorsed or accompanied by stock powers duly executed, in proper form for
transfer to the Company, together with all other property held by the Trustees
pursuant to this Agreement and shall take all other actions appropriate to
effectuate the transfer of the Trust Shares to the Company.
ARTCLE II
THE TRUSTEES
SECTION 2.1 ACTIONS OF THE TRUSTEES. Any act by a majority
of the Trustees shall be an act of the Trustees.
SECTION 2.2 TRUSTEES' EXPENSES. The Trustees shall be
entitled to reimbursement of all reasonable fees and expenses of counsel, taxes
and other expenses reasonably incurred by the Trustees in the performance of
their duties under this Agreement, which reimbursement shall be made promptly by
the Company after the incurrence of such expenses.
SECTION 2.3 DELEGATION OF TRUSTEES' DUTIES. The Trustees
may at any time or from time to time appoint an agent or agents and may delegate
to such agent or agents the performance of any administrative duty of the
Trustees under this Agreement.
SECTION 2.4 STANDARD OF CARE; INDEMNIFICATION OF TRUSTEES.
(a) The duties and responsibilities of the Trustees shall
be limited to those expressly set forth in this Agreement. The Trustees shall
not be answerable for the default or misconduct of any agent or attorney
appointed by them in accordance with this Agreement if such agent or attorney
shall have been selected with reasonable care.
(b) The Trustees are expressly authorized to incur and
pay all reasonable charges and other expenses which the Trustees deem necessary
and proper in the performance of their duties under this Agreement. The Company
hereby agrees to indemnify the Trustees against all claims, costs of defense of
claims (including reasonable attorneys' fees and disbursements), expenses and
liabilities incurred by the Trustees in connection with the performance of their
duties under this Agreement, except those incurred as a result of the Trustees'
gross negligence, bad faith or willful misconduct.
(c) The Trustees shall be free from liability in acting
upon any paper, document or signature believed by the Trustees to be genuine and
to have been signed by the proper party. The Trustees shall not be liable for
any error of judgment in any act done or omitted, nor for any mistake of fact or
law, nor for anything which the Trustees may do or refrain from doing in good
faith. The Trustees may consult with legal counsel and any action under this
Agreement taken or suffered in good faith by the Trustees and in accordance with
the opinion of the Trustees' counsel shall be conclusive for the parties to this
Agreement and the Trustees shall be fully protected and be subject to no
liability in respect thereof.
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SECTION 2.5 RESIGNATION AND REPLACEMENT OF TRUSTEES.
(a) Any of the Trustees may resign by giving 30 days'
advance written notice of resignation to the Company.
(b) The rights and duties of each Trustee under this
Agreement shall terminate upon such Trustee's incapacity to act, death or
insolvency, and no interest in any of the Trust Shares held by such Trustee nor
any of the rights and duties of a deceased or insolvent Trustee may be
transferred by will, devise, succession or in any other manner except as
provided in this Agreement. The heirs, administrators, executors or other
representatives of an incapacitated, deceased or insolvent Trustee shall,
however, have the right and duty to convey any Trust Shares held by such Trustee
to one or more successor Trustees.
(c) In the event of the resignation, incapacity to act,
death or insolvency of a Trustee, such Trustee shall be succeeded by a successor
Trustee chosen by the Company, upon such successor Trustee's becoming a party to
this Agreement. No such successor Trustee shall be an affiliate or associate
(as defined in Rule 12 b-2 under the Exchange Act) of the Company.
SECTION 2.6 DISCLOSURE OF INFORMATION. To the extent
requested to do so by the Company, the Trustees shall promptly furnish to the
Company full information with respect to (a) all property theretofore delivered
to them as Trustees, (b) all property then held by them as Trustees, and (c) all
actions theretofore taken by them as Trustees.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, with respect to the subject matter hereof. This Agreement
shall not be amended, altered or modified except by an instrument in writing
duly executed by each of the parties hereto.
SECTION 3.2 SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of this Agreement is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
SECTION 3.3 NOTICES. All notices and other communications
under this Agreement shall be in writing and shall be given (and shall be deemed
to have been duly given
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upon receipt) by delivery in person, by telecopy or by registered or certified
mail (postage prepaid, return receipt requested) to the respective parties at
the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 3.03):
If to the Company:
Citicorp Venture Capital Ltd.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxx
with a copy (which shall not constitute notice)
to:
Xxxxxxxx & Xxxxx
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X Xxxxx, Esq.
If to the Trustees:
c/o Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
SECTION 3.4 ASSIGNMENT. Subject to Section 2.05, this
Agreement shall not be assignable by the Trustees. This Agreement shall be
assignable by the Company to any affiliate thereof.
SECTION 3.5 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors and permitted assigns.
SECTION 3.6 HEADINGS. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
SECTION 3.7 SPECIFIC PERFORMANCE. The parties hereto agree
that the remedy at law for a breach of this Agreement will be inadequate and
that any party by whom this Agreement is enforceable shall be entitled to
specific performance in addition to any appropriate relief or remedy.
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SECTION 3.8 GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed in that State.
SECTION 3.9 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Trust Agreement or caused this Voting Trust Agreement to be duly executed
on their behalf as of the date and year first hereinabove set forth.
CITICORP VENTURE CAPITAL LTD.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
THE TRUSTEES
/s/ XXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
/s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
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Exhibit A to
Voting Trust Agreement
THIS VOTING TRUST CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS
OF A CERTAIN VOTING TRUST AGREEMENT, DATED AUGUST 12, 1999 BETWEEN THE TRUSTEES
OF THE VOTING TRUST AND THE BENEFICIAR(Y)(IES) OF THE VOTING TRUST. THE
BENEFICIAL INTEREST IN SHARES OF THE CAPITAL STOCK OF THE COMPANY REPRESENTED BY
THIS VOTING TRUST CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE VOTING TRUST AGREEMENT, A COPY OF WHICH IS ON FILE AT THE
ISSUER'S REGISTERED OFFICE IN THE STATE OF DELAWARE.
THE SECURITIES REPRESENTED BY THIS VOTING TRUST CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAW AND THE SECURITIES REPRESENTED HEREBY CANNOT BE TRANSFERRED
UNLESS SO REGISTERED OR QUALIFIED UNDER SUCH FEDERAL AND ANY APPLICABLE STATE
SECURITIES LAW OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS
AVAILABLE.
Certificate No. VTC - Date of Issuance:
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Number of Shares Beneficially
Represented Hereby: ________ shares
of __________ stock, par value
$___ per share
VOTING TRUST CERTIFICATE
This Voting Trust Certificate (this "Certificate") certifies
that the undersigned Trustee has received certificate(s) representing ________
shares of ________ stock, par value $_____ per share (the "Trust Shares") of
___________, a [Delaware] corporation (the "Company"), on behalf of
________________________ (the "Holder"), duly registered in the name of the
undersigned Trustee, on the following terms and conditions:
RIGHTS OF HOLDERS
The Holder agrees to, accepts and ratifies all of the terms,
conditions and covenants of that certain Voting Trust Agreement dated August 12,
1999 (the "Agreement"), a counterpart of which is on file with the registered
office of the Company in the State of Delaware, and which is hereby incorporated
herein by reference. Capitalized terms used but not otherwise defined, in this
Certificate shall have the meanings given such terms in the Agreement. The
Holder shall possess and be entitled to rights of ownership of the Trust Shares
only as provided in the Agreement. The Holder of this Certificate shall transfer
or replace this Certificate only as provided in the Agreement.
A-1
VOTING AND OTHER RIGHTS
The Trustees during the term of the Agreement shall have sole
voting rights and certain other rights with respect to the Trust Shares as
specified in the Agreement (subject to the limitations imposed by the Company's
certificate of incorporation, bylaws or any agreement to which the Trust Shares
may be subject). No voting rights are granted by this Certificate and only those
rights provided to the Holder of a Certificate by the Agreement are represented
by this Certificate.
DIVIDENDS AND DISTRIBUTIONS
The Holder of this Certificate shall be entitled to receive,
subject to the provisions of the Agreement, all dividends or other distributions
of cash, securities or other property by the Company received by the undersigned
Trustee in respect of the Trust Shares, except that in the event of dividends or
distributions of Trust Shares or other voting securities of the Company, the
Trustee shall receive and hold any such dividends or distributions pursuant to
the terms of the Agreement and shall issue to the Holder hereof additional
Certificates representing such additional Trust Shares. In lieu of the Trustee
receiving dividends and distributions and paying them to the Holder of this
Certificate, the Trustee may instruct the Company to pay the dividends or
distributions directly to the Holder, as provided in the Agreement.
TERMINATION
The Voting Trust shall terminate upon the occurrence of a
Trust Termination Event, as provided in the Agreement.
SUBJECT TO VOTING TRUST AGREEMENT
This Certificate is governed in all respects by the Agreement.
In the event of any inconsistency between the terms and conditions of this
Certificate and the Agreement, the Agreement shall control.
IN WITNESS WHEREOF, this Certificate is executed and issued to
the Holder by the undersigned Trustee as of the date first written above.
-----------------------------,
as Trustee
By:
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Name:
Title:
A-2
Exhibit B to
Voting Trust Agreement
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers its right, title and interest in and to the attached Voting Trust
Certificate, certificate number __, the beneficial interest in the shares of
capital stock of _________________, a [Delaware] corporation (the "Company")
represented thereby and all related rights under the Voting Trust Agreement
dated as of August 12, 1999 (the "Voting Trust Agreement"), among
_______________ or its successor-in-interest, as trustees (each individually a
"Trustee" and collectively the "Trustees") and the other parties thereto, to
___________________ and authorizes __________________ to surrender the attached
Voting Trust Certificate to the Trustee or its designee for registration of
transfer.
Date:
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[SIGNATURE OF STOCKHOLDER]
B-2
Exhibit C to
Voting Trust Agreement
JOINDER
This Joinder (this "Agreement") is made as of the date written
below by the undersigned (the "Joining Party") in favor of and for the benefit
of ____________, or its successor-in-interest (the "Voting Trustee") and the
other Persons party to the Voting Trust Agreement, dated as of August 12, 1999
(the "Voting Trust Agreement"), among the Voting Trustee and the other parties
thereto. Capitalized terms used but not defined herein shall have the meanings
given such terms in the Voting Trust Agreement.
Accordingly, the Joining Party hereby agrees as follows:
1. The Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder, the Joining Party will be
deemed to be a party to the Voting Trust Agreement and shall have all of the
obligations of a party thereunder as if it had executed the Voting Trust
Agreement. The Joining Party hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained
in the Voting Trust Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
as of the date written below.
Date: [NAME]
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By:
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Name:
Title:
