EXHIBIT 9.1(g)
VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT made and entered into as of the 1st day of October,
1996, by and between ▇▇▇▇ ▇▇▇▇▇ (the "Shareholder"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ as
trustee (the "Trustee").
WHEREAS, the Shareholder is the owner and holder of Class B voting common
stock of Young Broadcasting Inc., a corporation incorporated under the laws of
the State of Delaware (the "Corporation"); and
WHEREAS, the Shareholder deems it advisable and for the best interests of
himself and the Corporation to insure continuity and stability of management of
the Corporation and to protect his interests in the Corporation to enter into a
voting trust; and
WHEREAS, the Trustee has consented to act under this Agreement for the
purposes herein provided;
IT IS THEREFORE AGREED:
ARTICLE I. DEPOSIT OF STOCK AND ISSUANCE OF VOTING TRUST CERTIFICATES
Section 1.01. The Shareholder hereby agrees to deposit with the Trustee
simultaneously with the execution of this Agreement the certificates
representing the number of shares of Class B voting common stock of the
Corporation as set forth on Exhibit A annexed hereto. The Trustee hereby
covenants and agrees that he will receive and will hold this stock, and all
additional stock of the Corporation as may be transferred to him as herein
provided, in trust to be held, used, transferred, and disposed of for the uses
and purposes and upon the terms and conditions set forth in this Agreement.
Section 1.02. All stock certificates deposited by the Shareholder with the
Trustee shall be endorsed or accompanied by such instrument of transfer to
enable the Trustee to transfer such certificates into his name for purposes of
exercising the voting rights granted to him hereunder. The Trustee shall issue
to the Shareholder Voting Trust Certificates (the "Trust Certificates") for the
stock transferred by the Shareholder to the Trustee in substantially the form
hereto annexed as Exhibit B.
Section 1.03. All stock certificates transferred and delivered to the
Trustee pursuant to this Agreement shall be surrendered by the Trustee to the
Corporation and the Corporation shall issue new certificates therefor in the
name of the Trustee. Each stock certificate issued to the Trustee shall state
that it is issued pursuant to this Voting Trust Agreement, a copy of which shall
be on file both at the Corporation's registered office in Delaware and with the
Trustee. The Shareholder and any registered owner of a Trust Certificate shall
have the right to inspect the copy of this Agreement at the Corporation's
registered office in Delaware during regular business hours. The stock ledger
of the Corporation shall reflect that the stock certificates issued to the
Trustee are issued pursuant to this Voting Trust Agreement.
Section 1.04. Subject to the provisions of Section 1.05 hereof, each of the
Trust Certificates shall be transferable at the offices of the Corporation (or
at such other office as the Trustee may designate by notice in writing sent by
mail to the
registered holders of Trust Certificates) on the books of the Trustee by the
registered holder thereof, either in person or by duly authorized attorney.
Upon the transfer of the Trust Certificates, the Trustee may treat the
registered holder as owner thereof for all purposes whatsoever. The Trustee
shall not be required to deliver certificates evidencing shares pursuant to any
provision of this Agreement to any registered holder of Trust Certificates
without the surrender of such Trust Certificates by such holder.
Section 1.05. The Shareholder agrees not to directly or indirectly sell,
assign, donate or otherwise dispose of, or pledge or otherwise encumber, any of
shares deposited hereunder during the term of this Agreement except in
accordance with the provisions of this Section 1.05, provided that the
Shareholder may transfer any or all of such shares to any other holder of Trust
Certificates. If the Shareholder proposes to sell any of such shares (the
"Offered Shares") to a third party (the "Proposed Purchaser") and the Proposed
Purchaser shall have made a firm offer to purchase all of the Offered Shares in
a bona fide arms-length transaction for fair value, then:
(a) The Shareholder shall give written notice (the "Offer Notice") to each
of the holders of Trust Certificates issued pursuant to this Agreement (the
"Offerees") which shall state (i) the name and address of the Proposed Purchaser
and (ii) the terms and conditions of such offer (including without limitation
the form and amount of, and the time of receipt of, consideration) (the "Third
Party Terms"). The Offer Notice shall constitute an
offer to sell all of the Offered Shares to the Offerees upon the Third Party
Terms.
(b) The Offerees shall have 15 days after the giving of the Offer Notice
within which to accept the offer contained therein by giving notice to such
effect to the Shareholder. If the Offerees, whether acting individually or as a
group, accept such offer, then the Shareholder shall sell to such Offerees and
such Offerees shall purchase from the Shareholder, upon the Third Party Terms,
all of the Offered Shares. If the Offerees do not accept such offer, the
Shareholder may, within 30 days after the giving of the Offer Notice, sell all,
but not less than all, of the Offered Shares to the Proposed Purchaser upon the
Third Party Terms. If the Shareholder shall not so sell the Offered Shares to
the Proposed Purchaser within such 30 day period, the Shareholder shall continue
to hold the Offered Shares subject to the provisions of this Section 1.05. The
restrictions of this Section 1.05 shall be fully applicable to all Trust
Certificates issued pursuant to this Agreement and the holders of such Trust
Certificates shall for purposes of this Section 1.05 be deemed the
"Shareholder."
Section 1.06. In case any Trust Certificate issued under this Agreement
shall become mutilated, destroyed, stolen or lost, the Trustee shall issue a
duplicate Trust Certificate, which shall be so marked, and the Trustee may, as a
condition precedent to issuing the duplicate Trust Certificate, require the
applicant to furnish satisfactory evidence of that mutilation, destruction,
theft, or loss, together with reasonable indemnity satisfactory
to the Trustee.
ARTICLE II. DISTRIBUTIONS, LIQUIDATION AND REORGANIZATION
Section 2.01. Prior to the termination of this Agreement, the holder of
each Trust Certificate shall be entitled to receive payments equal to the cash
dividends, if any, received by the Trustee upon a like number and class of
shares of stock of the Corporation as is called for by each Trust Certificate.
If any dividend in respect of the stock deposited with the Trustee is paid, in
whole or in part, in Class B voting common stock (or in any other voting
security) of the Corporation, the Trustee shall likewise hold, subject to the
terms of this Agreement, the certificates for stock (or other voting security)
which are received by them on account of that dividend, and the holder of each
Trust Certificate representing stock on which the stock dividend has been paid
shall be entitled to receive a Trust Certificate issued under this Agreement for
the number of shares and class of stock received as that dividend. Holders
entitled to receive the dividends described above shall be the owners of Trust
Certificates registered as such on the transfer books of the Trustee at the
close of business on the day fixed by the Corporation for the taking of a record
to determine those holders of its stock entitled to receive those dividends.
Section 2.02. If any dividend in respect of the stock deposited with the
Trustee is paid other than in cash or in Class B voting common stock (or other
voting securities) of the Corporation, then the Trust Certificates registered as
such at the close of business on the day fixed by the Corporation as the
record date to determine the holders of its stock entitled to receive that
dividend shall be used to determine the distribution of the dividend to the
owner of Trust Certificates. The distribution shall be made to those holders of
voting trust certificates ratably, in accordance with the number of shares
represented by their respective Trust Certificates.
Section 2.03. If the shares represented by a Trust Certificate are redeemed
by the Corporation, the proceeds from this redemption shall be distributed to
the registered holder of the Trust Certificate in question upon surrender of the
Trust Certificate duly endorsed to the Trustee.
Section 2.04. In the event of the dissolution or total or partial
liquidation of the Corporation, whether voluntary or involuntary, the Trustee
shall receive the moneys, securities, rights or property to which the registered
Trust Certificate holders are entitled, and shall distribute the same among the
registered Trust Certificate holders in proportion to their interests, as shown
by the books of the Trustee, as of the date those proceeds are received.
Section 2.05. In case the Corporation is merged into or consolidated with
another corporation, or all or substantially all of the assets of the
Corporation are transferred to another corporation, then in connection with that
transfer the term "Corporation" for all purposes of this Agreement shall be
taken to include that successor corporation, and the Trustee shall receive and
hold under this Agreement any voting securities of the successor corporation
received on account of the ownership,
as Trustee hereunder, of the stock held hereunder prior to the merger,
consolidation and transfer. Trust Certificates issued and outstanding under this
Agreement at the time of the merger, consolidation or transfer may remain
outstanding, or the Trustee may substitute for the outstanding Trust
Certificates new Trust Certificates in appropriate form. The terms "stock" and
"capital stock" as used in this Agreement shall be taken to include any stock
which may be received by the Trustee in lieu of all or any part of the capital
stock of the Corporation. Any property other than common voting stock (or other
voting securities) received by the Trustee as part of the transaction will be
distributed in accordance with the provisions of Sections 2.02 through 2.04.
ARTICLE III. POWERS AND OBLIGATIONS OF THE TRUSTEE
Section 3.01. During the term of this Agreement, the Trustee shall exercise
all voting rights and powers of a shareholder of the Corporation in respect of
the shares held by the Trustee hereunder. The Trustee, in his discretion, shall
have the right to vote in favor of or against any action or resolution presented
to the voting shareholders of the Corporation or to express consent or dissent
to any action in writing without a meeting, as the Trustee shall deem
appropriate, and shall not be subject to the direction of holders of the Trust
Certificates.
Section 3.02. The Trustee, individually or otherwise, may hold Class B
common voting stock of the Corporation or Trust Certificates issued to him
pursuant to this Agreement and, individually or as Trustee, may vote for himself
as a director and/or officer of the Corporation and participate in fixing the
amount of compensation therefor or as an employee of the Corporation; and the
Trustee, or any firm of which he is an employee, owner, director, or agent, may
contract with the Corporation or be or become pecuniarily interested in any
matter or transaction to which the Corporation may be a party, as fully as
though he were not Trustee hereunder.
Section 3.03. The Trustee shall serve without compensation. The Trustee
shall have the right to incur and pay the reasonable expenses and charges, and
to employ and pay those agents, attorneys and counsel that the Trustee may deem
necessary and proper for carrying this Agreement into effect. Any expenses or
charges incurred by and due to the Trustee may be deducted from the dividends or
other moneys or property received by the Trustee on the stock deposited
hereunder.
Section 3.04. The Trustee shall not be personally liable for any act
committed or omitted to be done under this Agreement, provided that the
commission or omission does not amount to willful misconduct or gross
negligence, and provided also that the Trustee at all times exercises good faith
in all matters relating to this Agreement.
Section 3.05. The Trustee may vote in person or by proxy on any action
required to be taken pursuant to this Agreement.
ARTICLE IV. RESIGNATION AND REPLACEMENT OF A TRUSTEE
Section 4.01. The Trustee (and any successor Trustees) may at any time
resign by mailing to the registered owners of Trust Certificates a written
resignation, to take effect ten days thereafter or upon the prior acceptance
thereof.
Section 4.02. The Trustee, while acting as Trustee, shall have the right
at any time hereafter to designate a successor Trustee to succeed him effective
upon the Trustee's resignation by notice in writing to the Corporation.
Section 4.03. The rights, powers, and privileges of the Trustee named
hereunder shall be possessed by each successor Trustee, with the same effect as
though the successor(s) had originally 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 the plural
number. The words "he," "him" and "his" as used in this Agreement in reference
to the Trustee shall mean "they," "them" and "their" respectively, when more
than one Trustee is acting hereunder.
ARTICLE V. TERM OF THE TRUST; RIGHTS ON TERMINATION
Section 5.01. Except to the extent otherwise provided in Section 5.02,
this Agreement shall continue in effect for a period of ten (10) years from the
date hereof. At any time within two years prior to the expiration of this
Agreement, or at any time within two years of the expiration of any extension of
this Agreement, one or more of the registered owners of Trust Certificates may,
by agreement in writing, extend the duration of this Agreement for an additional
period of time not to exceed ten years from the date of the extension. The
extension agreement shall not affect the rights or obligations of registered
owners of Trust Certificates that are not parties to the extension agreement and
all of such registered owners of Trust Certificates
shall be entitled to remove their shares from this Trust and promptly to have
share certificates reissued in their names pursuant to Section 5.03.
Section 5.02. This Agreement and any extension thereof may be terminated at
any time by the Trustee. The Trustee shall promptly mail written notice of such
termination to the registered owners of the Trust Certificates at the addresses
appearing in the business records of the Trustee. After the date specified in
such notice (which date shall be fixed by the Trustee), the Trust Certificates
shall cease to have any effect, and the holders of the Trust Certificates shall
have no further rights under this Agreement other than to receive certificates
for shares of stock of the Corporation or other property distributable under the
terms hereof upon the surrender of their respective Trust Certificates.
Section 5.03. Following termination of this Agreement or any extension
thereof, or, if a registered owner of a Trust Certificate does not elect to
become a party to an extension, upon surrender of the Trust Certificates, duly
endorsed in blank by the registered owner thereof, the Trustee shall, within 30
days of receipt of those Trust Certificates, deliver, or cause to be delivered
to the registered owner thereof share certificates in the Corporation equal to
the number of shares represented by the surrendered Trust Certificates together
with all dividends or other distributions applicable to those shares held by the
Trustee.
ARTICLE VI. AMENDMENT
Section 6.01. The Trustee shall have the power to amend this Agreement
consistent with the general plan from time to time, but shall have no authority
to extend the term. Notice of all amendments shall be given to the registered
owners of Trust Certificates and if, within a period of 15 days from the giving
of the notice, registered owners of Trust Certificates holding Trust
Certificates representing a majority of the aggregate number of shares
represented by the Trust Certificates shall file with the Trustee written notice
of their consent to the amendments, then those amendments shall become effective
and shall be binding upon all parties to this Agreement, and all of them shall
be finally and conclusively deemed to have assented to the amendments whether
they receive actual notice or not, and this Agreement shall be modified
accordingly; provided, however, that all amendments, in any event, shall require
the written consent of the Trustee.
ARTICLE VII. MISCELLANEOUS
Section 7.01. Any and all notices to the registered owners of Trust
Certificates herein provided for shall be in writing and may be personally
delivered or shall be given by mailing the notice by first-class mail, postage
prepaid, to the address of the person or corporation to whom that notice is
given, as shown upon the records of the Trustee.
Section 7.02. If any provision of the Agreement shall under any
circumstances be deemed invalid or inoperative to any extent, it is agreed and
understood that this invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed as not
containing the provision or provisions deemed invalid and inoperative, and the
right and obligations of the parties shall be construed and enforced
accordingly.
Section 7.03. The construction and interpretation of this Agreement shall
at all times and in all respects be governed by the laws of the State of
Delaware.
Section 7.04. During the term of this Agreement and any extension thereof,
the registered owners of Trust Certificates shall retain all shareholder
inspection and copying rights authorized by the law of the state of Delaware.
In the event the Corporation refuses a copy or inspection request by a
registered owner of Trust Certificates on the grounds that the registered owner
of Trust Certificates is not the record owner of shares, the Trustee hereby
agrees to make the identical request to the Corporation.
Section 7.05. During the term of this Agreement and any extension thereof,
the registered owners of Trust Certificates shall have the rights at any time
during normal business hours to inspect and copy the records of the Trustee with
respect to this Agreement upon giving two business days advance written notice
of the request to the Trustee.
Section 7.06. In construing the Agreement, feminine or neuter pronouns
shall be substituted for those masculine in form and vice versa, and plural
terms shall be substituted for singular and singular for plural in any place in
which the context so requires.
Section 7.07. This Agreement may be executed in counterparts by the
Shareholder and the Trustee.
Section 7.08. This Agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures and
seals as of the day and year first above written.
SHAREHOLDER: TRUSTEE:
------------------------------- ---------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
----------
CERTIFICATE NUMBER
NAME OF SHAREHOLDER AND NUMBER OF SHARES
--------------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇ CB-0037 14,087
EXHIBIT B
---------
VOTING TRUST CERTIFICATE
------------------------
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO A VOTING TRUST
AGREEMENT DATED AS OF OCTOBER 1, 1996.
No. _________ _________ Class B Common Shares
This certifies that ______________________________, or registered
assign, is entitled to all the benefits arising from the deposit with the
Trustee, as hereinafter defined, under the Voting Trust Agreement, as
hereinafter defined, of certificates for ____ Shares of Class B Common Stock,
par value $.001 each of YOUNG BROADCASTING INC. as provided in the Voting Trust
Agreement and subject to the terms thereof.
This certificate is issued, received and held under, and the rights of
the holder hereof are subject to, the terms of that certain Voting Trust
Agreement dated as of October 1, 1996, as the same may be amended from time to
time (the "Voting Trust Agreement"), by and between ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇
▇▇▇▇▇ as trustee (the "Trustee"). The holder of this certificate, if not a
signatory of the Voting Trust Agreement, by acceptance hereof, assents to all of
the provisions of the Voting Trust Agreement and to be bound with the like
effect as if such Voting Trust Agreement had been signed by him or her in
person.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR THE APPLICABILITY OF AN
EXEMPTION THEREFROM.
This certificate shall not be valid for any purpose until duly signed
by the Trustee.
IN WITNESS WHEREOF, the Trustee has signed this certificate on
______________________.
TRUSTEE:
-----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
ASSIGNMENT
----------
For value received ___________________________ hereby assigns the within
certificate, and all rights and interests represented thereby, to
_________________________ and appoints ____________________________________
attorney to transfer this certificate on the books of the Trustee mentioned
therein, with full power of substitution.
Note: The signature to this assignment must correspond with the name as
written upon the face of this certificate, in every particular, without
alteration, enlargement or any change whatever. All endorsements, in
the discretion of the Trustee, shall be guaranteed by a bank or trust
company satisfactory to the Trustee.