EXHIBIT 9.(i)
VOTING TRUST AGREEMENT
This VOTING TRUST AGREEMENT ("Agreement") is entered into as of
October 21, 1994, by and among MONTGOMERY WARD HOLDING CORP., a
Delaware corporation (the "Company"); BERNARD F. BRENNAN, as the
voting trustee (in such capacity and with his successor(s) being
hereinafter referred to as the "Voting Trustee"); ELAINE REYNOLDS,
as the initial stockholder hereunder (the "Initial Stockholder")
and such other persons or entities who become parties hereto upon
their acquisition of shares of Common Stock of the Company
(hereinafter, collectively with the Initial Stockholder, referred
to individually as a "Stockholder" and collectively as the
"Stockholders").
Recitals
A. The Company has issued to the Initial Stockholder one (1)
share of Class A Common Stock, Series 1, and the Company presently
contemplates hereafter issuing shares of Common Stock ("Common
Stock") of the Company to persons or entities who will hereafter
become parties to this Agreement. The shares of Common Stock
issued to Stockholders, including the Share issued to the Initial
Stockholder, will herein sometimes be referred to as the "Shares";
B. The Voting Trustee and the Stockholders deem it necessary and
advisable to deposit the Shares with the Voting Trustee on the
terms and conditions hereinafter set forth in order to assure that
the holders of the Shares vote with a single voice with respect to
all matters submitted to the vote of stockholders of the Company.
Agreements
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Filing of Agreement with the Company; Availability for
Inspection by Stockholders. Copies of counterparts of this
Agreement, signed by all the Stockholders and of every agreement
supplemental to this Agreement or amending this Agreement, shall be
filed in the principal office of the Company, which currently is
located at Montgomery Ward Plaza, Chicago, Illinois 60671-0042 and
in the registered office of the Company in the State of Delaware,
and shall be open to the reasonable inspection of any Stockholder
of the Company or beneficiary of the trust under this Agreement.
The "Voting Trust Certificates" (as defined in Section 3) issued as
provided in this Agreement shall be issued, received and held
subject to all of the terms of this Agreement and the respective
agreements or Notices of Exercise executed by the Stockholders
pursuant to which such Stockholders acquired their Shares and, as
applicable, a certain Stockholders' Agreement dated as of June 17,
1988, as amended from time to time (the "Stockholders' Agreement)
and/or the Montgomery Ward & Co., Incorporated Stock Ownership Plan
Terms and Conditions, as amended from time to time (the "Terms and
Conditions").
2. Transfer of Shares.
(a) Each of the Stockholders is depositing or causing to be
deposited with the Voting Trustee (or with a national bank or other
bank with capital of at least $100,000,000 designated by the Voting
Trustee, from time to time (the "Custodian")) such Stockholder's
Shares by delivery to the Voting Trustee (or Custodian, if any) of
a certificate (or certificates) representing the Shares owned by
such Stockholder, together with appropriate stock powers
transferring such certificate(s) to the Voting Trustee, with any
requisite stock transfer stamps annexed thereto. The Stockholders
and the Voting Trustee (or Custodian, if any) shall take such
action as is necessary to effect the transfer of the Shares to, and
in the name of, the Voting Trustee on the books of the Company,
including the immediate filing of this Agreement with the Secretary
of the Company. The certificate(s) for Shares so transferred and
delivered to the Voting Trustee pursuant to this Agreement shall be
surrendered by the Voting Trustee to the Company or transfer agent,
if any, and cancelled, and a new certificate (or certificates)
therefor shall be issued to and held by the Voting Trustee in the
name of "Bernard F. Brennan, as Voting Trustee". Upon receipt by
the Voting Trustee of the certificate(s) for Shares and upon the
transfer of the Shares into the name of the Voting Trustee, the
Voting Trustee shall hold the Shares, as stockholder of record,
subject to the terms and conditions of this Agreement.
(b) The Voting Trustee may designate a Custodian to act for and
on behalf of the Voting Trustee under this Agreement. If a
Custodian is designated by the Voting Trustee, such person shall be
empowered, at the direction of the Voting Trustee acting in any
manner consistent with this Agreement, to deal with Shares and
Voting Trust Certificates on the Voting Trustee's behalf as if the
Custodian were the Voting Trustee. The Custodian's actions taken
pursuant to this Agreement, in accordance with the Voting Trustee's
instructions consistent with this Agreement, shall be deemed to be
those of the Voting Trustee.
3. Issuance of Voting Trust Certificates. Promptly after the
delivery of Shares by each Stockholder, the Voting Trustee shall
issue or cause to be issued by the Custodian, if any, to each
Stockholder, in exchange for the Shares delivered by him or her
pursuant to this Agreement, a Voting Trust Certificate(s)
substantially in the form annexed as Exhibit A hereto (the "Voting
Trust Certificate(s)"), representing in the aggregate the number of
Shares delivered by the respective Stockholder. Except as
otherwise provided in this Agreement (including, without
limitation, Section 5), all options, rights of purchase, and other
powers and privileges affecting the Shares represented by the
Voting Trust Certificates (including, without limitation, those
provided for in the Stockholders' Agreement and the Terms and
Conditions) shall attach to the Voting Trust Certificates issued
pursuant to this Agreement which represent the Shares.
4. Authority of Voting Trustee to Vote the Shares, Enter Into
Agreements.
(a) The Voting Trustee shall hold the Shares transferred to him
pursuant to Sections 2, 5 and 12 of this Agreement under the terms
and conditions set forth in this Agreement. As long as any of the
Shares are subject to this Agreement and until the actual delivery
by the Voting Trustee (or Custodian, if any), to the stockholders
beneficially owning such Shares, of stock certificates in exchange
for Voting Trust Certificates, pursuant to Section 11(b) of this
Agreement, the Voting Trustee shall have full power and authority,
and is hereby fully and exclusively empowered and authorized, to
vote in person or by proxy the Shares deposited pursuant to this
Agreement and transferred to him (including any changed or
additional Shares, as provided in Section 5) at all meetings of the
stockholders of the Company or to give written consents in lieu of
voting such Shares in respect of any and all matters on which
Shares are entitled to vote, including without limitation, the
election of directors.
(b) The Voting Trustee's power to vote such Shares and give
consents in respect thereof pursuant to this Agreement shall be
irrevocable. The Voting Trustee shall have the right to waive
notice of any meeting of stockholders of the Company in respect of
such Shares. The Voting Trustee may exercise any power or perform
any act pursuant to this Agreement by an agent or attorney duly
authorized and appointed by him.
(c) The Voting Trustee shall have full power and authority to
execute, deliver and perform the Stockholders Agreement and the
Terms and Conditions and enter into any amendments with respect
thereto without notice to the Stockholders.
(d) Nothing contained in this Agreement shall disqualify the
Voting Trustee or successor trustees from serving as such if the
Voting Trustee does any of the following, nor shall anyone serving
in such capacity be incapacitated from doing any of the following:
(i) dealing or contracting with the Company or any of its
affiliates, either as a vendor, purchaser, or otherwise, nor shall
any transaction or contract be affected or invalidated by reason of
the fact that the Voting Trustee or any firm or corporation
affiliated with the Voting Trustee is in any way interested in such
transaction or contract; nor shall the Voting Trustee be liable to
account to the Company or to any stockholder thereof for any
profits realized by, from or through any transaction or contract by
reason of the fact that the Voting Trustee or any firm or
corporation affiliated with the Voting Trustee is interested in
such transaction or contract; or (ii) serving the Company or any of
its affiliates as an officer or director, or in any other capacity,
and receiving compensation therefor.
(e) Anything elsewhere in this Agreement to the contrary
notwithstanding, the holders of Voting Trust Certificates, and not
the Voting Trustee, shall have the exclusive right to approve,
waive or consent to the matters referred to in Sections 6.11(d),
6.11(e) and 8.2(a) of the Stockholders Agreement and the matters
referred to in Section 7.2(a) of the Terms and Conditions.
5. Receipt of Additional Stock Certificates.
(a) If the Voting Trustee shall receive any shares of the
Company, any successor or successors of the Company or any entity
which controls, directly or indirectly, the Company or a successor
to the Company, issued by way of dividend, split-up,
recapitalization, reorganization, merger, consolidation, or any
other change or adjustment in respect of the Shares held by him
pursuant to this Agreement, the Voting Trustee (or Custodian, if
any) shall hold the stock certificates representing such additional
or changed shares, to the extent that such shares have voting
rights (including voting rights contingent upon the occurrence of
specified events), subject to the terms of this Agreement and shall
issue, or cause to be issued by the Custodian, if any, Voting Trust
Certificates representing such changed or additional stock
certificates to the respective holders of the then outstanding
Voting Trust Certificates entitled thereto. Any stock certificates
of the Company or any successor or successors of the Company or of
any entity which controls, directly or indirectly, the Company or
any successor to the Company, issued to the Voting Trustee with
respect to the Shares that are subject to this Agreement which do
not have any such voting rights shall be delivered to the
respective registered holders of the then outstanding Voting Trust
Certificates in proportion to the number of Shares respectively
represented by the Voting Trust Certificates.
(b) The term "Shares", as used in this Agreement, shall, without
limiting the generality of anything elsewhere herein contained,
include, in addition to the Shares originally deposited with the
Voting Trustee, all additional shares of the Company or any
successor or successors of the Company or of any entity which
controls, directly or indirectly, the Company or any successor to
the Company, deposited with the Voting Trustee, pursuant to Section
5(a) or retained by the Voting Trustee pursuant to Section 7. The
term "Company", as used in this Agreement, shall, without limiting
the generality of anything elsewhere herein contained, include, in
addition to Montgomery Ward Holding Corp., any successor or
successors to Montgomery Ward Holding Corp. or any entity which
controls, directly or indirectly, Montgomery Ward Holding Corp. or
any successor to Montgomery Ward Holding Corp.
6. Dividends and Distributions. Except as otherwise provided in
Section 5, if the Company shall pay dividends or any distribution
on or in respect of the Shares, it shall pay the same to the Voting
Trustee, who shall promptly distribute, or cause the distribution
to be made by the Custodian (if any) of, the same among the holders
of record of then outstanding Voting Trust Certificates in
proportion to the number of Shares in respect of which the
dividends are paid or distribution is made, which are respectively
represented by their Voting Trust Certificates.
7. Subscription for Securities of the Company. In case any
shares or other securities of the Company are offered for
subscription to the holders of the Shares, the Voting Trustee (or
Custodian, if any), promptly upon receipt of notice of such offer,
shall mail a copy thereof to each holder of Voting Trust
Certificates. Upon actual receipt (any deemed receipt in
accordance with Section 13 notwithstanding) by the Voting Trustee,
prior to the last day fixed by the Company for subscription and
payment, of a request so to subscribe from such holder accompanied
by the requisite sum of money and appropriate form required to
subscribe for such shares or securities, the Voting Trustee shall
make, or cause to be made, such subscription and payment. If the
shares or other securities so subscribed for are voting securities
(including securities with voting rights contingent upon the
occurrence of specified events) of the Company, the certificates
therefor shall be issued and held by the Voting Trustee (or
Custodian, if any), as stockholder of record, subject to the terms
and conditions of this Agreement and the Voting Trustee shall issue
or cause to be issued by the Custodian, if any, to the subscribing
holder a Voting Trust Certificate in respect thereof. If the
shares or other securities so subscribed for are non-voting
securities of the Company, the certificates therefor shall be
issued to the subscribing holder and the Voting Trustee shall mail
or deliver such certificates or, cause them to be mailed and
delivered by the Custodian, if any, to such holder.
8. No Compensation; Expenses. The Voting Trustee shall serve
without compensation, but shall be entitled to reimbursement as set
forth in this Agreement for expenses and charges which may be
incurred as Voting Trustee, including but not limited to the
employment of the Custodian, if any, and such agents, attorneys and
counsel as the Voting Trustee may deem necessary and proper for the
carrying out of this Agreement, and all taxes or other governmental
charges paid or incurred as a result of the transfer or issuance of
any Shares or Voting Trust Certificates or in respect of the
ownership of the Shares held as trustee or in respect of any
dividends, distributions or other rights in respect of such stock.
Any such charges or expenses incurred shall be promptly reimbursed
to the Voting Trustee by the Company and the Voting Trustee shall
have a first lien on any and all distributions in respect of the
Shares to secure the Voting Trustee's rights to such
reimbursements.
9. Exculpation; Indemnification of Voting Trustee. The Voting
Trustee shall not be liable by reason of any matter arising out of
or in relation to this Agreement, except for such loss or damage as
the holders of Voting Trust Certificates may suffer by reason of
the Voting Trustee's willful misconduct, and, without limiting the
generality of the foregoing, the Voting Trustee shall not be liable
for any action taken, or omitted to be taken, by him in reliance
upon and in conformity with, the advice of counsel, or by reason of
any error of judgment or mistake of law or other mistake, or for
any act or omission of any agent or attorney, or for any
misconstruction of this Agreement, or for any action of any sort
taken or omitted thereunder or believed by the Voting Trustee to be
in accordance with the provisions and intents hereof or otherwise.
The Voting Trustee shall be indemnified and held harmless by the
Company from and against any and all of the Voting Trustee's
actions pursuant to this Agreement, except for such Voting
Trustee's willful misconduct. The Voting Trustee shall not be
required to give a bond or other security for the faithful
performance of his duties as such and shall be entitled to receive
prompt payments in respect of the indemnification provided by this
Agreement in advance of the final adjudication of any disputes
relating thereto.
10. Successor Voting Trustee.
(a) So long as Bernard F. Brennan shall be a "Management
Shareholder" (as defined in the Stockholders' Agreement), of the
Company, he shall be the Voting Trustee.
(b) For the purposes of this paragraph (b), all references to
ownership of Shares shall include the legal and beneficial
ownership of Shares held in the Voting Trust and a Stockholder
shall be so deemed to own as well all Shares owned by his
"Permitted Transferees" (as defined in the Stockholders' Agreement
and the Terms and Conditions). If any of the following events
occurs with respect to Bernard F. Brennan (each of such events
being herein sometimes referred to as a "Terminating Event"): he
shall (i) cease to be a Management Shareholder, (ii) die, (iii)
resign as Voting Trustee, or (iv) be adjudicated incompetent, then,
upon the occurrence of such Terminating Event, the Management
Shareholder, who, from time to time, after the occurrence of the
Terminating Event, is both the owner of the largest number of
Shares and an employee of the "Ward Group" (as such term is defined
in the Stockholders' Agreement), shall be the successor Voting
Trustee; provided, however, that after the first anniversary of the
date of such Terminating Event, the successor Voting Trustee shall
consist of a committee comprised of said Management Shareholder and
the two most senior officers, from time to time (other than said
Management Shareholder) of the Ward Group who are also Management
Shareholders. Said committee shall act by the vote of a majority
of its members. So long as Bernard F. Brennan is serving as the
Voting Trustee, he may, at any time or from time to time, rescind,
alter or amend, in whole or in part, any or all of the provisions
of this paragraph by written notice to the Stockholders. Such
rescissions, alterations or amendments shall remain in force until
the termination of this Agreement or for such shorter period or
periods as Bernard F. Brennan shall state in such notice or any
subsequent notice or notices served while he is serving as Voting
Trustee.
(c) The rights, powers, privileges and obligations of the Voting
Trustee acting as such pursuant to this Agreement shall be
possessed by any successor Voting Trustee with the same effect as
though such successor had originally been a party to this
Agreement. The words "Voting Trustee" as used in this Agreement
mean the Voting Trustee or any successor Voting Trustee acting
under this Agreement.
11. Termination.
(a) The Voting Trust created by this Agreement shall be
effective and remain in force until the occurrence of the earliest
of the following events:
(i) the election of the Voting Trustee to terminate this
Agreement by written notice to the holders of Voting Trust
Certificates at any time after the date of this Agreement; or
(ii) if there shall be no Voting Trustee in office, the
failure of a successor Voting Trustee to be designated as provided
in this Agreement or to serve for a period of 120 consecutive days.
(b) Upon the termination of the Voting Trust with respect to any
or all of the Shares (it being understood that a termination with
respect to some Shares shall not terminate the Voting Trust with
respect to other Shares), the Voting Trustee shall in exchange for,
and upon the surrender of, the Voting Trust Certificates
representing such Shares, deliver or cause to be delivered by the
Custodian, if any, stock certificates to the holder of such Voting
Trust Certificates.
(c) If, in the event of the bankruptcy, receivership,
dissolution or total or partial liquidation of the Company, whether
voluntary or involuntary, the Voting Trustee shall receive any
monies, securities and property to which the respective registered
holders of the then outstanding Voting Trust Certificates shall be
entitled, the Voting Trustee shall distribute or cause the
distribution to be made by the Custodian, if any, of such monies,
securities and property to the respective registered holders of the
then outstanding Voting Trust Certificates in proportion to the
number of Shares respectively represented by their Voting Trust
Certificates, except any voting securities, which shall be retained
by the Voting Trustee and shall become "Shares" hereunder.
(d) The death, disability or incompetency of a holder of a
Voting Trust Certificate during the term of this Agreement shall in
no way affect the validity or enforceability of this Agreement or
the Voting Trust Certificates issued pursuant to this Agreement,
which shall remain in full force and effect.
(e) If the Company shall acquire any Voting Trust Certificates,
the Company may thereupon, at its option, deliver such Voting Trust
Certificates to the Voting Trustee (or Custodian, if any) and shall
receive in exchange the Common Stock or other securities
represented by such Voting Trust Certificates. Upon such exchange
the Voting Trust Certificates so delivered shall be cancelled. Any
Voting Trust Certificates held by the Company shall not be deemed
to be outstanding.
12. Additional Parties. If any person who is not a Stockholder
shall acquire Common Stock of record and desires, or is required as
a condition to such acquisition, to enter into and become a party
to this Agreement, the parties to this Agreement hereby agree that
such person, upon execution of a counterpart to this Agreement,
shall become a party to this Agreement and be deemed to be a
Stockholder for all purposes of this Agreement as if such person
had originally executed this Agreement, and the Voting Trust herein
created shall continue to remain in effect.
13. Notices. All notices, statements, instructions or other
documents required to be given in accordance with this Agreement,
shall be in writing and shall be given either personally or by
mailing the same in a sealed envelope, first-class mail postage
prepaid and either registered or certified, return receipt
requested, addressed to, or sent by telegram, telex, confirmed
telecopy or similar form of confirmed telecommunication (with a
copy to follow by mail):
If to the Voting Trustee:
Bernard F. Brennan
c/o Montgomery Ward Holding Corp.
Montgomery Ward Plaza
Chicago, Illinois 60671-0042;
if a Custodian has been appointed and is serving, and the holders
of Voting Trust Certificates have been so notified, then a copy is
to be sent to the Custodian at the address provided in such notice;
and if to the holders of the Voting Trust Certificates, at their
respective addresses as shown on the records of the Voting Trustee
(or Custodian, if any) or to such other addresses as a holder or
the Voting Trustee shall designate pursuant to notice in the manner
set forth in this Agreement. Notices sent by mail shall be deemed
served on the second day after being deposited in the mail.
Notices sent by other means in accordance with this Section 13
shall be deemed served upon receipt. Notices to be sent to a
successor Voting Trustee shall be sent to the person and at the
address designated by notice served in the manner herein provided.
14. Entire Agreement. This Agreement constitutes the entire
understanding among the parties to this Agreement with respect to
the subject matter of this Agreement and no modification, amendment
or waiver of any provision of this Agreement shall be valid unless
in writing signed by the Voting Trustee and holders of Voting Trust
Certificates representing the beneficial interest in a majority of
the shares of Class A Common Stock constituting Shares under this
Agreement.
15. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and their
respective heirs, executors, administrators and permitted
successors and assigns.
16. Governing Law. Regardless of the place of execution, this
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware (without regard to Delaware's
conflicts of laws principles). Each Stockholder agrees to submit to
personal jurisdiction and to waive any objection as to venue of
federal courts in the Northern District of Illinois or state courts
in the County of Cook, State of Illinois. Service of process on a
Stockholder or Stockholders in any action arising out of or
relating to this Agreement shall be effective if served upon such
Stockholder or Stockholders by mail in accordance with Section 13.
17. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
18. Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. In
addition, each Stockholder and the Voting Trustee hereby agree that
in the event any court shall finally hold that any provision hereof
is unenforceable or invalid, such provisions hereof shall not be
rendered void, but shall apply to such extent as the court may
judicially determine or indicate constitutes a valid and
enforceable provision under the circumstances involved.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
THE COMPANY:
MONTGOMERY WARD HOLDING CORP.
By:
Spencer H. Heine, Executive Vice
President,
Secretary and General Counsel
VOTING TRUSTEE:
Bernard F. Brennan
STOCKHOLDER:
Elaine Reynolds
Exhibit A
Voting Trust Certificate
for Shares of Common Stock,
par value $0.01 per share,
of
MONTGOMERY WARD HOLDING CORP.,
a Delaware corporation
No. of Shares
Certificate No.
Class
Series
THIS IS TO CERTIFY THAT upon the termination of a certain Voting
Trust Agreement, dated October 21, 1994, by and among Montgomery
Ward Holding Corp.; Bernard F. Brennan, as Voting Trustee; and
certain common stockholders of Montgomery Ward Holding Corp.,
pursuant to which agreement this certificate has been issued,
will be entitled to receive certificates, expressed to be fully-
paid and non-assessable, for the number of shares, and of the
class, and of the series, hereinabove specified (the "Shares") and
for the duration of such Voting Trust Agreement, to receive
distributions equal to the cash or property or nonvoting stock
distributions, if any, collected by the Voting Trustee (or
Custodian, if any) upon a like number of the Shares standing in the
name of the Voting Trustee. Prior to the actual delivery of such
certificates, the Voting Trustee (or Custodian, if any), with
respect to any and all of the Shares shall possess and be entitled
to exercise, in the manner and to the extent provided in the
aforesaid Voting Trust Agreement, all of the rights of every kind
of the holder of this certificate, including the right to vote and
take part in, or to consent to any corporate or stockholders'
action, it being expressly stipulated that no right to vote, or
take part in, or to consent to any corporate or stockholders'
action, shall pass by, or under, this certificate.
This certificate is not valid unless signed by the Voting
Trustee or the appointed Custodian. The holder hereof, by accepting
this certificate, manifests his consent that the undersigned Voting
Trustee may treat the registered holder hereof as the true owner
for all purposes, except the delivery of certificates for Shares,
which delivery shall not be made without the surrender hereof.
IN WITNESS WHEREOF, the undersigned, the Voting Trustee, has
caused this certificate to be signed as of the day of
, 19 .
VOTING TRUSTEE:
Bernard F. Brennan
CUSTODIAN:
By:
Title:
The sale, assignment, transfer, pledge, hypothecation or other
encumbrance of this Voting Trust Certificate or the common stock
(or any interest therein) represented hereby is subject to the
restrictions, terms and conditions set forth in the Voting Trust
Agreement described in this Certificate and pursuant to which this
Certificate is issued, to a certain Stockholders' Agreement among
the Company, its shareholders and holders of Voting Trust
Certificates, dated June 17, 1988, as amended from time to time
and/or to the Montgomery Ward & Co., Incorporated Stock Ownership
Plan Terms and Conditions, as amended from time to time. A copy of
said Stockholders' Agreement and a copy of said Terms and
Conditions are on file in the office of the Secretary of the
corporation. No sale, assignment, transfer, pledge, hypothecation
or other encumbrance of this Certificate, or the shares of common
stock represented by this Certificate, may be effected, except
pursuant to the terms of said Stockholders' Agreement or said Terms
and Conditions, as applicable. In addition, this Certificate
and/or the shares of common stock represented by this Certificate,
as the case may be, may not be sold or transferred in the absence
of an effective Registration Statement (for the interest in the
Voting Trust represented by this Certificate or said shares of
common stock represented hereby, as the case may be) under the
Securities Act of 1933 or pursuant to an applicable exemption from
registration. In connection with any proposed sale or transfer of
this Certificate, or the shares of common stock represented hereby,
as the case may be, pursuant to an exemption from registration, the
holder of this Certificate, or shares of common stock represented
by this Certificate, as the case may be, may be required to deliver
to the corporation an opinion of counsel satisfactory to the
corporation, or the corporation may require that it shall have
received an opinion of its counsel, that registration under said
Act is not required. In addition, the right to vote the shares of
common stock represented by this Certificate is restricted in the
manner provided in said Stockholders' Agreement and in said Terms
and Conditions.
ASSIGNMENT
FOR VALUE RECEIVED, does hereby sell, assign and transfer unto
all of the undersigned's right, title and interest in and to this
Voting Trust Certificate, and does hereby irrevocably constitute
and appoint to be the undersigned's attorney to transfer this
Voting Trust Certificate on the books of the within named Voting
Trustee, with full power of substitution in the premises.
Dated:
Transferor's signature
IN PRESENCE OF
Witness' signature
Print name of witness: