Exhibit 9.4
FIRST AMENDMENT TO EMPRESS RIVER CASINO CORPORATION
FERRO BROTHERS
VOTING TRUST AGREEMENT
THIS AGREEMENT dated September 6, 1993, is made by and among Xxxxx X.
Xxxxx, Xx., Xxxx X. Xxxxx and Xxxxx X. Xxxxx (the "Shareholders"), and Xxxxx X.
Xxxxx, Xx., as Trustee, and his successors in Trust under this Agreement (the
"Trustee").
RECITAL:
The Shareholders and the Trustee entered into the Empress River Casino
Corporation Ferro Brothers Voting Trust Agreement ("Voting Trust Agreement") on
May 3, 1993 and desire to amend the trustee succession provisions.
AGREEMENTS
1. The terms used in this Agreement shall have the same meaning here as in
the Voting Trust Agreement.
2. Section 8 of the Voting Trust Agreement is amended to provide as
follows:
"8. Successor Trustee. The Trustee at any time may resign by mailing
to the registered holders of trust certificates a written resignation, to
take effect ten days thereafter or upon prior acceptance thereof. If at any
time Xxxxx is not the beneficial owner of a number of Shares in the
Corporation that is at least twenty-five percent (25%) of the number of
Shares held by Shareholders other than himself under this Agreement, he
shall be considered to have resigned as Trustee. For purposes of the next
preceding sentence, Xxxxx shall be considered the owner of any Shares owned
by his wife, children or more remote descendants or trusts for their
benefit. Upon the death, resignation or incapacity, of the original or any
successor Trustee, he shall be succeeded as Trustee by such one or more
individuals and corporations as the owners and holders of trust
certificates representing sixty-six and two-thirds percent (66-2/3%) of the
voting power of the Shares deposited under this agreement shall designate
by written instrument delivered to the successor or successors so
designated and to the certificate holders, if any, not joining in the
designation. In the event that for a period of more than twenty (20) days
no Trustee shall be acting, any court of competent jurisdiction, on the
petition of any Shareholder, may appoint a successor Trustee. The
successors to Xxxxx X. Xxxxx, Xx., while acting as Trustees may adopt a
plan of succession of Trustees to modify the foregoing plan of succession
and having done so may amend or revoke any such plan or a plan adopted by
other successor Trustees at any time and
from time to time. The rights, powers and privileges of the Trustee named
hereunder shall be possessed by the successor Trustees, with the same
effect as though such successors originally had been parties to this
Agreement. The word "Trustee" as used in this Agreement means the Trustee
or any successor Trustees acting hereunder and shall include both the
single and plural number. Notwithstanding any contrary provision of this
paragraph, the naming of any successor shall be subject to the approval, if
required, of the Illinois Gaming Board."
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Voting Trust Agreement on the day and year first above written.
THE TRUSTEE: THE SHAREHOLDERS:
------------ -----------------
/s/ Xxxxx X. Xxxxx, Xx. /s/ Xxxxx X. Xxxxx, Xx.
---------------------------------- ----------------------------------
Xxxxx X. Xxxxx, Xx., as Trustee Xxxxx X. Xxxxx, Xx.
of the Ferro Brothers Voting Trust
/s/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
-2-
