Exhibit 99.2
Execution Copy
EXHIBIT B TO THE
AGREEMENT AND PLAN OF MERGER
===============================================================================
VOTING AGREEMENT AND IRREVOCABLE PROXY
by and
between
▇▇▇▇▇▇▇ VOTING TRUST
and
AMC ENTERTAINMENT INC.
DATED AS OF JULY 22, 2004
===============================================================================
VOTING AGREEMENT AND IRREVOCABLE PROXY
VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of July 22,
2004 (the "Agreement"), by and between the ▇▇▇▇▇▇▇ Voting Trust, established
pursuant to that certain 1992 ▇▇▇▇▇▇▇, Inc. Voting Trust Agreement dated
December 12, 1992, as amended and restated as of August 12, 1997 (the "Voting
Trust Agreement"), and governed under the laws of the State of Delaware (the
"Stockholder") and AMC Entertainment Inc., a Delaware corporation (the
"Company").
WHEREAS, concurrently with the execution of this Agreement,
the Company, Marquee Holdings Inc., a Delaware corporation ("Parent") and
Marquee Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub") are entering into an Agreement and Plan of Merger (the "Merger
Agreement") (terms used but not defined herein shall have the meanings set
forth in the Merger Agreement) pursuant to which Merger Sub will be merged with
and into the Company (the "Merger");
WHEREAS, as of the date hereof, the Stockholder (and/or The
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Foundation (the "Foundation"), established under that
certain Trust Indenture dated April 27, 1999, as amended (the "Foundation Trust
Indenture")), beneficially owns (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "Exchange Act")) and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) the number of shares of Company Class B Stock set forth
opposite the Stockholder's name on Schedule I hereto (such shares of Company
Class B Stock, together with any other shares of the Company Common Stock, the
voting power over which is acquired by the Stockholder during the period from
and including the date hereof through and including the date on which this
Agreement is terminated in accordance with its terms, collectively, the
"Subject Shares"); and
WHEREAS, as a condition to their willingness to enter into
the Merger Agreement, Parent and the Company have required that the Stockholder
enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements contained in
this Agreement and intending to be legally bound, the parties agree as follows:
ARTICLE I
VOTING MATTERS
Section 1.1 Agreement to Vote. The Stockholder hereby agrees,
that, from and after the date hereof and until the termination of this
Agreement, at any duly called meeting of the stockholders of the Company, and
in any action by written consent of the stockholders of the Company, the
Stockholder shall (i) if a meeting is held, appear at the meeting, in person or
by proxy, or otherwise cause the Subject Shares to be counted as present
thereat for purposes of establishing a quorum, and (ii) vote or consent (or
cause to be voted or consented), in person or by proxy, the Subject Shares (a)
in favor of the Merger and each of the other transactions and other matters
specifically contemplated by the Merger Agreement, (b) against any action or
agreement submitted for approval of the stockholders of the Company that the
Stockholder is aware would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company or any Company
Subsidiary under the Merger Agreement and (c) except as otherwise agreed in
writing by the Company, against any action, agreement, transaction or proposal
submitted for approval of the stockholders of the Company that the Stockholder
is aware would reasonably be expected to result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled or that is
intended, or would reasonably be expected to prevent, impede, interfere with,
delay or adversely affect the transactions contemplated by the Merger
Agreement. Any vote by the Stockholder that is not in accordance with this
Section 1.1 shall be considered null and void, and the provisions of Section
1.2 hereof shall be deemed to take immediate effect. The Stockholder shall not
enter into any agreement or understanding with any person or entity prior to
the termination of this Agreement to vote or give instructions in a manner
inconsistent with clauses (a), (b) or (c) of this Section 1.1.
Section 1.2 Proxy. If, and only if, the Stockholder fails to
comply with the provisions of Section 1.1, the Stockholder hereby agrees that
such failure shall result, without any further action by the Stockholder
effective as of the date of such failure, in the constitution and appointment
of Parent and each of its executive officers from and after the date of such
determination until the termination of this Agreement (at which time such
constitution and appointment shall automatically be revoked) as the
Stockholder's attorney, agent and proxy (such constitution, the "Irrevocable
Proxy"), with full power of substitution, to vote and otherwise act with
respect to all the Stockholder's Subject Shares, at any meeting of the
stockholders of the Company, however called, and in any action by consent of
the stockholders of the Company, on the matters and in the manner specified in
Section 1.1 hereof. THIS PROXY AND THE POWER OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER
ANY OF ITS SHARES IN BREACH OF, OR IN ACCORDANCE WITH, THIS AGREEMENT. The
Stockholder hereby revokes any and all previous proxies with respect to the
Subject Shares or any other voting securities of the Company that relate to the
approval of the matters described in Section 1.1 hereof and are inconsistent
with this Agreement. All authority herein conferred or agreed to be conferred
shall survive the dissolution or bankruptcy of the Stockholder and shall be
binding upon the successors and assigns of the Stockholder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to the Company
as of the date hereof as follows:
Section 2.1 Corporate Existence; Authorization. The
Stockholder is validly existing under the Voting Trust Agreement and has all
requisite trust power and trust authority under the terms of the Voting Trust
Agreement to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated by this Agreement (including,
without further action on the part of any trustee, administrator or beneficiary
thereof or (solely by reason of the trust nature of the Voting Trust) any other
juridical or nonjuridical person, to comply with the consent and voting
requirements of Article I). The execution, delivery, and performance of this
Agreement by the Stockholder, the performance by the Stockholder of its
obligations hereunder and the consummation by the Stockholder of the
transactions contemplated hereby have been duly authorized by all requisite
trust action on the part of the Stockholder. This Agreement has been duly and
validly executed and delivered by the Stockholder.
Section 2.2 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the Stockholder
will not, (i) conflict with or violate the Voting Trust Agreement or any other
organizational documents of the Stockholder, (ii) solely by reason of the trust
nature of the Voting Trust or any properties or assets of the Voting Trust
other than the Subject Shares, conflict with or violate any applicable Law by
which any property or asset of the Stockholder is bound or affected, or (iii)
result in any breach of, or constitute a default (or event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien on any Subject Shares (other than pursuant to this
Agreement) pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
of the Stockholder (including any trust agreement, voting agreement,
stockholders agreement or voting trust), except for any such conflicts,
violations, breaches, defaults or other occurrences that would not prevent or
materially delay the ability of the Stockholder to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.
(b) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the Stockholder
shall not, in each case solely by reason of the trust nature of the Voting
Trust or any properties or assets of the Voting Trust other than the Subject
Shares, require any consent, approval, authorization or permit of, or filing
with, or notification to, any Governmental Entity, except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay the ability of
the Stockholder to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement.
Section 2.3 Ownership of Shares. The Stockholder and/or the
Foundation is the record or beneficial owner of, and has good title to, the
Subject Shares set forth opposite its name on Schedule I (the "Existing Subject
Shares"). The Stockholder and/or the Foundation has sole voting power, and sole
power of disposition, with respect to all of the Existing Subject Shares. The
Existing Subject Shares are all the securities of the Company owned, either of
record or beneficially, by the Stockholder and the Stockholder does not have
any option or other right to acquire any other securities of the Company (in
each case other than the shares of Company Common Stock issuable upon
conversion of the Existing Subject Shares). The Existing Subject Shares are
owned free and clear of all Liens, other than any Liens created by or arising
under this Agreement, the Voting Trust Agreement or the Foundation Trust
Indenture or existing or arising by operation of Law. Except as provided in
this Agreement, the Stockholder has not appointed or granted any proxy
inconsistent with this Agreement, which appointment or grant is still
effective, with respect to the Existing Subject Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Stockholder
as follows:
Section 3.1 Corporate Authorization. The Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority to enter into and perform all of its
obligations under this Agreement and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly and validly
executed and delivered by the Company.
Section 3.2 No Conflict; Required Filings and Consents. Neither the execution
and delivery of this Agreement by it nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the
provisions hereof shall (a) conflict with or result in any breach of its
Amended and Restated Certificate of Incorporation or bylaws, (b) result in any
breach of, or constitute a default (or event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
of it, except for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or materially delay its ability to carry out
its obligations under, and to consummate the transactions contemplated by, this
Agreement. Other than filings required under the Exchange Act, no filing with,
and no permit, authorization, consent or approval of, any state or federal
public body or authority is necessary for its execution, delivery and
performance of this Agreement and the consummation by it of the transactions
contemplated hereby.
ARTICLE IV
COVENANTS OF THE STOCKHOLDER
The Stockholder hereby covenants and agrees as follows:
Section 4.1 Restriction on Transfer of Shares. The
Stockholder shall not, directly or indirectly: (i) offer for sale, sell
(including short sales), transfer, tender, pledge, encumber, assign or
otherwise dispose of (including by gift) or enter into any contract, option,
derivative, hedging or other arrangement or understanding (including any
profit-sharing arrangement) with respect to or consent to the offer for sale,
sale, transfer, tender, pledge, encumbrance, assignment or other disposition of
(any of the foregoing, a "Transfer"), any or all of the Subject Shares or any
interest therein (other than any Liens created by or arising under this
Agreement, the Voting Trust Agreement or the Foundation Trust Indenture or
existing or arising by operation of Law); (ii) except as contemplated hereby,
grant any proxies or powers of attorney with respect to the Subject Shares,
deposit any of the Subject Shares into a voting trust or enter into any other
voting arrangement or permit to exist any Lien of any nature whatsoever with
respect to any of the Subject Shares (other than any Liens created by or
arising under this Agreement, the Voting Trust Agreement or the Foundation
Trust Indenture or existing or arising by operation of Law); or (iii) commit or
agree to take any of the foregoing actions.
Section 4.2 No Solicitation. The Stockholder agrees that,
from the date of this Agreement until the Effective Time, the Stockholder shall
not, and shall cause its Representatives not to, directly or indirectly through
another Person, (i) solicit, initiate or knowingly encourage (including by way
of furnishing information), or take any other action designed to facilitate,
any inquiries or the making of any proposal that constitutes, or could
reasonably be expected to lead to, an Acquisition Proposal by any Third Party,
(ii) enter into, continue or otherwise participate in any discussions or
negotiations with, or disclose or provide any non-public information or data
relating to the Company or the Company Subsidiaries to, or otherwise afford
access to the properties, books or records of the Company or the Company
Subsidiaries to, any Third Party or any Representatives thereof with respect to
any Acquisition Proposal; provided, however, that nothing herein shall prevent
the Stockholder or any of its Representatives from (x) acting in his or her
capacity as a director of the Company or (y) taking any action described in
clause (ii) of this Section 4.2 relating to any Acquisition Proposal during any
period when the Company and its Representatives are taking any action described
in clause (ii) with respect to such Acquisition Proposal, but only in the case
of this clause (y) to the extent such action is permitted to be taken by the
Company under Section 6.4 of the Merger Agreement. Notwithstanding anything to
the contrary contained herein, in no event shall any action of the Stockholder
or any of its Representatives be considered to violate this Section 4.2 if such
action, if taken by the Company, would not result in a violation of Section 6.4
of the Merger Agreement. The Stockholder shall, and shall cause its
Representatives to, cease immediately and cause to be terminated any and all
existing discussions, conversations, negotiations and other communications with
any Third Party conducted heretofore with respect to, or that could reasonably
be expected to lead to, an Acquisition Proposal.
Section 4.3 Certain Events. The Stockholder agrees that
(subject to the last sentence of Section 4.1 hereof) this Agreement and the
obligations hereunder shall attach to the Subject Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of the Subject
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's administrators, successors or receivers.
ARTICLE V
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall automatically
terminate, and none of Parent, Company or Stockholder shall have any rights or
obligations hereunder and this Agreement shall become null and void and have no
further effect, upon the earliest to occur of (a) the mutual consent of all of
the parties hereto, (b) the Effective Time, (c) a Company Subsequent
Determination and (d) the date of termination of the Merger Agreement in
accordance with its terms. In addition to the foregoing, the Stockholder may in
its absolute discretion terminate this Agreement by notice to such effect
delivered to the parties to the Merger Agreement, in the event that (i) any
amendment to the Merger Agreement is executed or (ii) the Company shall grant a
waiver of any of the terms, conditions or other provisions of the Merger
Agreement, in each case, without the prior written consent of the Stockholder
(and, for the avoidance of doubt, Sections 1.1 and 1.2 shall not apply to any
such proposed amendment or waiver which has not been consented to in writing by
the Stockholder).
Section 5.2 Non-Survival of Representations and Warranties.
None of the representations and warranties in this Agreement shall survive the
termination of this Agreement. This Section 5.2 shall not limit any covenant or
agreement of the parties contained herein which by its terms contemplates
performance after the termination of this Agreement.
Section 5.3 Further Assurances. From time to time, at the
other party's request and without further consideration, each party hereto
shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.
Section 5.4 Notices. Any notices or other communications
required or permitted under, or otherwise in connection with this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
in person or upon confirmation of receipt when transmitted by facsimile
transmission (but only if followed by transmittal by national overnight courier
or hand for delivery on the next Business Day) or on receipt after dispatch by
registered or certified mail, postage prepaid, addressed, or on receipt if
transmitted by national overnight courier, in each case as follows:
If to the Trust, addressed to it at:
▇▇▇▇▇▇▇ Voting Trust
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Trustee
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company, addressed to it at:
AMC Entertainment Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
with a copy to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Section 5.5 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 5.6 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 the transactions contemplated hereby is not affected in any
manner materially 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 an
acceptable manner to the end that transactions contemplated hereby are
fulfilled to the extent possible.
Section 5.7 Entire Agreement. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
Section 5.8 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto, in whole or in part (whether by operation of Law or otherwise),
without the prior written consent of the other parties, and any attempt to make
any such assignment without such consent shall be null and void.
Section 5.9 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and their
respective successors and assigns, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
Section 5.10 Mutual Drafting. This Agreement shall be
construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing this Agreement to be
drafted.
Section 5.11 Governing Law; Consent to Jurisdiction; Waiver
of Trial by Jury.
(a) This Agreement and the transactions contemplated
hereby, and all disputes between the parties under or related to the Agreement,
whether in Contract, tort or otherwise, 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 entirely within the State.
(b) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Court of Chancery of the State of Delaware in any action or
proceeding arising out of or relating to this Agreement or the agreements
delivered in connection herewith or the transactions contemplated hereby or
thereby or for recognition or enforcement of any judgment relating thereto, and
each of the parties hereby irrevocably and unconditionally (i) agrees not to
commence any such action or proceeding except in such court, (ii) agrees that
any claim in respect of any such action or proceeding may be heard and
determined in such court, (iii) waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such action or proceeding in such court, and (iv)
waives, to the fullest extent permitted by Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in such court. Each of
the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law. Each party to this
Agreement irrevocably consents to service of process in the manner provided for
notices in Section 5.4. Nothing in this Agreement shall affect the right of any
party to this Agreement to serve process in any other manner permitted by Law.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT MAY INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF
THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I)
IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (II) IT
MAKES SUCH WAIVERS VOLUNTARILY, AND (III) IT HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 5.11(c).
Section 5.12 Amendment: Waiver. No provision of this
Agreement may be waived unless in writing signed by all of the parties to this
Agreement, and the waiver of any one provision of this Agreement shall not be
deemed to be a waiver of any other provision. This Agreement may be amended,
supplemented or otherwise modified only by a written agreement executed by all
of the parties to this Agreement. With respect to the Company, approval of any
amendment, supplement or modification will be given and effective only upon
approval of the Company Independent Committee.
Section 5.13 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any of the provisions of this
Agreement were not to be performed in accordance with the terms hereof and that
the parties shall be entitled to seek specific performance of the terms hereof
in addition to any other remedies at Law or in equity.
Section 5.14 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.
Section 5.15 Acting in Trustee Capacity Only. For the
avoidance of doubt, (i) the parties hereto each acknowledge that ▇▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇. is executing this Agreement solely on behalf of the Stockholder (in
his capacity as trustee of the Stockholder) and ▇▇. ▇▇▇▇ shall in no event have
any personal liability with respect to this Agreement or any breach hereof, and
(ii) nothing herein shall limit, affect or apply to ▇▇. ▇▇▇▇'▇ discretion as,
and no provision hereof shall be deemed to be breached by any act or omission
of ▇▇. ▇▇▇▇'▇ as, a director of the Company (or in any other capacity other
than as trustee of the Stockholder).
[Signature page follows]
IN WITNESS WHEREOF, a duly authorized representative of each
of the parties hereto have executed this Agreement as of the date first above
written.
▇▇▇▇▇▇▇ VOTING TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Trustee
AMC ENTERTAINMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name:
Title:
The undersigned hereby irrevocably consents to the execution, delivery and
performance by the ▇▇▇▇▇▇▇ Voting Trust of the foregoing Agreement
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ FOUNDATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Trustee
Schedule I
Shares of Company
Name of Record Owner Class B Stock
▇▇▇▇▇▇▇ Voting Trust 3,051,597