VOTING TRUST AGREEMENT
In consideration of their mutual promises, the parties named below enter
into this Voting Trust Agreement ("Agreement") for the purpose of concentrating
the vote of the shares represented under this Agreement into a clear and
definite policy of management under the discretion of the Voting Trustee.
SECTION 1. PARTIES AND EFFECTIVE DATE
Section 1.01. PARTIES. The parties to this Agreement are:
(a) Manhattan West, Inc., a California corporation, who shall become
registered holder of Voting Trust Certificates in the form attached hereto as
Exhibit A, hereafter called "Certificate Holders."
(b) The following Voting Trustee, hereafter called "Trustee": ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇.
(c) Self-Heating Container Corporation of California, a California
corporation, hereafter called the "Company."
Section 1.02. EFFECTIVE DATE. This Agreement shall become effective
upon the signing of this Agreement by the shareholders of the Company described
in Section 1.01(a) herein and upon the signing of this Agreement by the other
parties hereto. If this Agreement is not executed by the parties hereto or by
any of them on or before December 1, 1996, this Agreement shall, for all
purposes, be deemed null and void.
SECTION 2. TRUSTEE AND REGISTRAR
Section 2.01. NUMBER AND TERM OF TRUSTEE. There shall be one (1) Trustee
of this trust unless this Agreement is amended to provide for additional
Trustees. The first Trustee shall be the person named above, and his successor
shall be appointed as hereinafter provided. In the absence of his removal,
resignation, or death, the Trustee shall serve for the entire term of this
trust.
Section 2.02. DEATH OF TRUSTEE. The rights and duties of the Trustee
shall terminate upon his death, and no interest in any of the property owned or
held by the trust nor any of the rights or duties of the Trustee may be
transferred by will, devise, succession, or in any manner except as provided
herein. The heirs, administrators, and executors of the Trustee shall, however,
have the right and duty to convey any property held by the Trustee to the
successor Trustee.
Section 2.03. RESIGNATION. The Trustee and any successor Trustee may
resign at any time by giving written notice of resignation to the registered
Certificate Holders and to the Company.
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Section 2.04. SUCCESSOR TRUSTEE. If the Trustee should resign, die, or
fail to act as Trustee, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be the successor Trustee. If
for any reason ▇▇. ▇▇▇▇▇▇▇▇ shall not be able to act as Trustee, the Trustee
shall be the Chief Executive Officer of the Company.
Section 2.05. DUTIES AND QUALIFICATION OF TRUSTEE. The Trustee shall
receive and hold certificates of shares of the Company delivered to the Trustee
under this Agreement, and execute and issue Voting Trust Certificates in the
name of the Trustee, and transfer such share certificates, and effect the
exchange of share certificates for Voting Trust Certificates as and when herein
provided, and the Trustee may perform any other functions hereunder.
SECTION 3. DEPOSIT AND TRANSFER OF
SHARES--ISSUANCE AND TRANSFER OF
VOTING TRUST CERTIFICATES
Section 3.01. DEPOSIT OF SHARES. Upon execution of this Agreement, the
Certificate Holders shall deposit with the Trustee certificates for all shares
of the Company owned by them. All such certificates shall be endorsed in blank
or to the Trustee and shall be accompanied by such instruments of transfer as to
enable the Trustee to cause such certificates to be transferred to the name of
the Trustee.
Section 3.02. TRANSFER OF SHARES TO TRUSTEE. All certificates for shares
of the Company delivered to the Trustee shall be surrendered by the Trustee to
the Company and canceled. New share certificates shall be issued in the name of
the Trustee. The new share certificates shall state that they are issued
pursuant to this Agreement, and in the entry of ownership of the shares by the
Trustee in the stock transfer records of the Company, that fact shall also be
noted.
Section 3.03. TRANSFER OF SHARES TO SUCCESSOR TRUSTEE. Notwithstanding
any changes in the Trustee, the certificates for shares standing in the name of
the Trustee may be endorsed and transferred by any successor Trustee or Trustees
with the same effect as if endorsed and transferred by the Trustee who has
ceased to act. The Trustee is authorized and empowered to cause any further
transfer of said shares to be made which may be necessary through the occurrence
of any change of persons holding the office of Trustee hereunder.
Section 3.04. NO SALE OF SHARES. Notwithstanding the provisions of
Section 3.01, the Trustee shall have no authority to sell or otherwise dispose
of or encumber any of the stock deposited pursuant to the provisions of this
Agreement.
Section 3.05. VOTING TRUST CERTIFICATE. On receipt by the Trustee of the
share certificates and transfer of the same into the name of the Trustee, the
Trustee shall hold the certificates subject to the terms of this Agreement, and
the Trustee shall thereupon issue and deliver to the surrendering Certificate
Holder Voting Trust Certificates, representing the Certificate Holders'
beneficial interest in the trust. The Voting Trust Certificates shall be in
substantially the form of Exhibit A attached hereto.
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Section 3.06. TRANSFER OF VOTING TRUST CERTIFICATES. The Voting Trust
Certificates shall be transferable only as provided in the Voting Trust
Certificates and this Agreement, and upon payment of any charges in effect at
the time of transfer. All transfers shall be recorded in the certificate record
book as defined in Section 6.02 herein, and any transfer made of any Voting
Trust Certificate shall vest in the transferee all rights of the transferor and
shall subject the transferee to the same limitations as those imposed on the
transferor by the terms of the Voting Trust Certificate so transferred and by
this Agreement, and upon such transfer the Trustee shall deliver a Voting Trust
Certificate or Certificates to the transferee for the number of shares
represented by the Voting Trust Certificate so transferred.
Section 3.07. PROOF OF OWNERSHIP. The Trustee shall not be required to
recognize any transfer of a Voting Trust Certificate not made in accordance with
the provisions hereof unless the person or persons claiming such ownership shall
have produced indicia of title satisfactory to the Trustee and shall have
deposited with the Trustee indemnity satisfactory to him.
Section 3.08. HOLDER OF CERTIFICATE AS OWNER. The Trustee may treat the
registered holder, for the time being, of each Voting Trust Certificate (or when
presented duly endorsed in blank for transfer, the bearer thereof) as the
absolute owner and holder thereof, and of all the rights and interests
represented thereby for all purposes whatsoever, and the Trustee shall not be
bound or affected by any notice to the contrary.
Section 3.9. REPLACEMENT OF CERTIFICATES. If a Voting Trust Certificate
shall be lost, stolen, mutilated, or destroyed, the Trustee, in his reasonable
discretion, may issue a duplicate of such Certificate upon receipt of evidence
of such fact satisfactory to him, indemnity satisfactory to him, and the
existing Voting Trust Certificate, if mutilated.
SECTION 4. VOTING AND ACTION BY TRUSTEE
Section 4.01. VOTING OF SHARES. So long as the Trustee shall hold shares
deposited pursuant to the provisions of this Agreement, he shall possess and in
his unrestricted discretion shall be entitled to exercise in person or by his
nominees, agents, attorneys-in-fact or proxies, all rights and powers of
absolute owners and holders of such shares, including the full and unqualified
right to vote, assent or consent with respect thereto and to take part in and
consent to any corporate or shareholders' action of any kind whatsoever, and to
receive dividends and distributions on said shares. No other person shall have
any voting rights in respect to said shares so long as this Agreement is in
effect and such shares are registered in the names of the Trustee. The right of
the Trustee to vote, assent, or consent shall include the right to vote at any
election of directors and in favor of or in opposition to any resolution or
proposed dissolution and liquidation, merger, or consolidation of the Company,
or a sale of all or substantially all of its assets, or the issuance or creation
of additional of its securities, or any action of any character whatsoever which
may be presented at any meeting or require the consent of shareholders of the
Company.
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Section 4.02. VOTING IN INTEREST OF COMPANY. In voting shares of stock
or in doing any act regarding the control or management of the Company or its
affairs, as holder of stock deposited hereunder, the Trustee shall exercise his
best judgment in the interest of the Company, but the Trustee shall assume no
responsibility regarding management or regarding any action taken by him or
taken by the Company in pursuance of his consent thereto as such shareholders or
in pursuance of his vote so cast.
Section 4.03. TRUSTEE'S RELATIONSHIP WITH COMPANY. The Trustee, his
employees or agents, and any firm or corporation of which he may be a member,
agent, or employee, and any corporation, trust, or association of which he may
be a trustee, stockholder, director, officer, agent, or employee may contract
with or be or become pecuniarily interested, directly or indirectly, in any
matter or transaction to which the Company or any subsidiary or controlled or
affiliated corporation may be a party or in which it may be concerned, as fully
and freely as though such Trustee were not a Trustee hereunder. The Trustee is
an officer and director of the Company and may continue to act as a director and
officer of the Company or of any such subsidiary or controlled or affiliated
corporation.
Section 4.04. COMPENSATION OF TRUSTEE. The Trustee shall serve without
compensation. However, nothing shall disqualify the Trustee from receiving
compensation for services rendered to the Company.
Section 4.05. EXPENSES. The Trustee is expressly authorized to incur and
pay such reasonable expenses and charges, to employ and pay such agents,
attorneys, and counsel, and to incur and pay such other charges and expenses as
he may reasonably deem necessary and proper for administering this Agreement.
Each Certificate Holder severally agrees to reimburse and indemnify the Trustee
in proportion to such Certificate Holder's beneficial interest in the trust, for
and against any and all such claims, expenses, and liabilities incurred by him,
or asserted against him, in connection with or growing out of this Agreement or
the discharge of his duties hereunder. Any such claims, expenses, or
liabilities not so paid by the Certificate Holders may be deducted from
dividends or other distributions to them, or may be made a charge payable as a
condition to the delivery of shares in exchange for Voting Trust Certificates as
provided herein, and the Trustee shall be entitled to a lien therefor upon the
shares, funds, or other property in his possession.
Section 4.06. TRUSTEE'S LIABILITY. The Trustee shall not be liable in
any event for the acts or defaults of any successor Trustee or for acts or
defaults of any employee, agent, proxy, or attorney-in-fact of any Trustee. The
Trustee shall always be protected and free from liability in acting upon any
notice, request, consent, certificate, declaration, telegram, radiogram,
guaranty, affidavit, or other paper or document, or signature believed by him to
be genuine and to have been signed by the proper party or parties, or by the
party or parties purporting to have signed the same. The Trustee shall not be
liable for any error of judgment nor for any act done or omitted, nor for any
mistake of fact or law, nor for anything which he may do or refrain from doing
in good faith, nor shall the Trustee have any accountability hereunder, except
for his own gross negligence. The Trustee may seek the advice of legal counsel,
and any action under this Agreement taken or suffered in good faith by him in
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accordance with the opinion of such counsel shall be conclusive upon the parties
hereto, and the Trustee shall be fully protected and be subject to no liability
in respect thereof. No Trustee shall be required to provide a bond or other
security for the performance of the duties of Trustee under this Agreement.
SECTION 5. DIVIDEND, DISTRIBUTION, AND
SUBSCRIPTION RIGHTS OF CERTIFICATE
HOLDERS
Section 5.01. CASH DIVIDENDS. The registered Certificate Holders shall
be entitled, until the termination of this Agreement as hereinafter provided, to
receive from time to time payments equal to the amount of cash dividends, if
any, collected or received by the Trustee or his successor upon the number of
shares in respect of which such Voting Trust Certificates were issued, less the
deductions provided for in Section 5.05. Such payments shall be made as soon as
practicable after the receipt of such dividends, to the Certificate Holders
registered as such at the close of business on the record date determined
pursuant to the provisions of Section 5.06. In lieu of receiving cash dividends
and paying such dividends to the Certificate Holders, the Trustee may instruct
the Company in writing to pay such dividends directly to the Certificate
Holders. Upon giving such instructions to the Company, all liability of the
Trustee with respect to such dividends shall cease until the instructions are
revoked. The Trustee may at any time revoke such instructions, and by written
notice to the Company, direct it to make dividend payments to the Trustee.
Section 5.02. SHARE DIVIDENDS. In case the Trustee shall receive, as a
dividend or other distribution upon any shares of stock held by him under this
Agreement, any additional shares of the Company, the Trustee shall hold the same
subject to this Agreement for the benefit of the Certificate Holder, and said
shares shall be and become subject to all of the terms and conditions hereof to
the same extent as if originally deposited hereunder. The Trustee may, in his
discretion, issue Voting Trust Certificates in respect of such shares to the
Certificate Holders of record at the close of business on the record date
determined pursuant to the provisions of Section 5.06.
Section 5.03. DISTRIBUTIONS ON LIQUIDATION. In the event of the
dissolution or total or partial liquidation of the Company, whether voluntary or
involuntary, the Trustee shall receive the moneys, securities, rights, or
property to which the Certificate Holders as shareholders of the Company are
entitled, and shall distribute the same among the Certificate Holders in
proportion to their interests, as shown by the books of the Trustee.
Section 5.04. OTHER DISTRIBUTIONS TO SHAREHOLDERS. If at any time during
the continuation of this Agreement the Trustee shall receive or collect any
moneys through a distribution by the Company to its shareholders, other than in
payment of cash dividends, or shall receive any property (other than shares of
stock of the Company) through a distribution by the Company to its shareholders,
the Trustee shall distribute the same to the Certificate Holders registered as
such at the close of business on the record date determined pursuant to the
provisions of Section 5.06; provided that the Trustee may withhold therefrom the
deductions provided for in Section 5.05.
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Section 5.05. DEDUCTIONS FOR DISTRIBUTIONS. There shall be deducted and
withheld from every distribution of every kind under this Agreement any taxes,
assessments, or other charges that may be required by any present or future law
to be deducted or withheld, and expense and charges incurred pursuant to Section
4.05 hereof, to the extent that such compensation, expense, and charges incurred
pursuant to Section 4.05 hereof remain unpaid or unreimbursed.
Section 5.06. RECORD DATE FOR DISTRIBUTIONS. The Trustee may, if he
deems it advisable, fix a date not exceeding twenty (20) days preceding any date
for the payment or distribution of dividends or for the distribution of assets
or rights as a record date for the determination of the Certificate Holders
entitled to receive such payment or distribution, and the Certificate Holders of
record on such date shall be exclusively entitled to participate in such
payments or distributions. In any case in which the Trustee shall fail to fix
such a record date, the date three (3) days prior to the date of payment of
distribution of dividends or the distribution of assets or rights shall
constitute the record date for the determination of the Certificate Holders
entitled to receive such payment or distribution.
Section 5.07. SUBSCRIPTION RIGHTS. In case any securities of the Company
shall be offered for subscription to the holders of stock held by the Trustee
under this Agreement, the Trustee, promptly upon receipt of notice of such
offer, shall mail a copy thereof to the Certificate Holders of record. Upon
receipt by the Trustee at least ten (10) days prior to the last date fixed by
the Company for subscription, of a request from the registered Certificate
Holders to subscribe in their behalf, accompanied by the sum of money required
to be paid for such securities, the Trustee shall make such subscription and
payment on behalf of the Certificate Holders, and upon receiving from the
Company the certificates for the securities so subscribed for, shall issue to
such Certificate Holders a Voting Trust Certificate in respect thereof if the
same be shares, or if the same be securities other than voting stock, then the
Trustee shall deliver the same to the Certificate Holders.
SECTION 6. BOOKS AND RECORDS
Section 6.01. RECORD OF SHARES. It shall be the duty of the Trustee to
maintain a record of all share certificates of the Company which are transferred
to the Trustee, indicating the name in which the stock was held, the date of
issuance of the stock, the class and series of the stock, the number of shares,
and the number of the certificate or certificates representing those shares.
The Trustee shall also maintain a record of the date on which any such share
certificates were received by him, and the date on which the same were delivered
to the Company for transfer to the Trustee, and shall obtain a receipt for any
such certificates so delivered. The Trustee shall receive and hold the new
share certificates issued by the Company in the name of the Trustee and shall
maintain a record indicating the date of issuance of such certificates, the date
of receipt of such certificates, and the place in which such certificates are
held by him.
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Section 6.02. RECORD OF TRUST CERTIFICATES. The Trustee shall maintain a
record showing the names and addresses of the Certificate Holders. The record
shall show the number of Voting Trust Certificates held by each person and the
total number of Voting Trust Certificates so held. The record shall show the
dates on which the Voting Trust Certificates were issued, canceled, transferred,
or replaced. The record shall be known as the certificate record book and shall
be open to inspection by any of the parties to this Agreement or their
successors at any reasonable time. The first Certificate Holders to appear in
the certificate record book shall be the parties to this Agreement to whom
Voting Trust Certificates are to be issued. The record shall show any
subsequent transfer, assignment, pledge, attachment, execution, and any other
matter affecting the title to such certificates which come to the attention of
the Trustee. Any documents, including Voting Trust Certificates, which are
canceled, purporting to affect the title of the Voting Trust Certificates, shall
also be kept in the certificate record book, together with a sample copy of the
Voting Trust Certificate. The certificate record book may be closed from time
to time by the Trustee for a period not to exceed five (5) days. Notice of such
closing shall be given to all parties to this Agreement at least ten (10) days
prior to such closing. The closing of the book shall not affect the right to
inspection. Upon the closing of the book, the Certificate Holders shown therein
at the close of business on the last day the book was open shall, for all
purposes, be the Certificate Holders during the entire period during which the
book is closed.
Section 6.03. BOOK OF ACCOUNTS. The Trustee or his agent shall maintain a
book of accounts. In addition to such other matters as the Trustee may insert
in such record, the record shall show all sums of money received by the Trustee,
all disbursements made by the Trustee, and all obligations incurred by the
Trustee which are unpaid. Information concerning the above accounts shall be
posted at least monthly.
Section 6.04. OTHER RECORDS. The Trustee shall maintain such other books
and records and shall perform the duties required of him to be performed
elsewhere in this Agreement and as are reasonably necessary to accomplish the
purposes of this Agreement.
Section 6.05. INSPECTION OF RECORDS. The books and records of this Trust
shall be open to inspection by any of the parties to this Agreement or their
successors at any reasonable time. The inspection shall be made at the office
of the Trustee and shall include the right to make copies of the books and
records; provided, however, that any such activity must be conducted with
reasonable notice first given to the Trustee. In the event of a dispute, the
matter shall be referred to the Trustee for his decision as to the
reasonableness of the request for inspection and copying.
SECTION 7. TERM OF TRUST
Section 7.01. IRREVOCABILITY OF TRUST. Except as otherwise provided in
this Agreement, the Trust created by this Agreement is hereby expressly declared
to be irrevocable.
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Section 7.02. TERMINATION. This Agreement shall terminate five (5) years
after the date hereof or upon any later date to which its term is extended,
without notice by or to, or action on the part of, the Trustee or any other
parties hereto unless such term is extended as provided in Section 7.03. This
Agreement may be terminated at an earlier date by an instrument or instruments
in writing executed by the Trustee.
Section 7.03. EXTENSION OF TERM. The prescribed term of this Agreement
may be extended, provided within the two (2) year period prior to the expiration
date hereof, one or more Certificate Holders, by written agreement, with the
written consent of the Trustee, may extend the duration hereof as to such
Certificate Holders' shares only, for an additional period not exceeding ten
(10) years from the expiration date then in effect. In the event of such
extension, the Trustee, prior to the expiration as hereinabove provided, as
originally fixed or as theretofore extended, as the case may be, shall file in
the principal executive office of the Company a copy of an agreement extending
the expiration date of this Agreement, and thereupon the duration of this
agreement shall be extended for the period fixed by such extension agreement;
provided, however, that no such extension agreement shall affect the rights or
obligations of persons not parties thereto.
Section 7.04. RETURN OF SHARE CERTIFICATES AFTER TERMINATION. Within
thirty (30) days after the termination of this Agreement, the Trustee shall
deliver to the Certificate Holders of record Voting Trust Certificates,
representing the number of shares in respect of which such Voting Trust
Certificates were issued, upon the surrender of such Voting Trust Certificates
properly endorsed and upon payment by the persons entitled to receive such share
certificates of a sum sufficient to cover any governmental charge on the
transfer or delivery of such certificates.
Section 7.05. FINAL ACCOUNTING. Within thirty (30) days after
termination of this Agreement, the Trustees shall render a final accounting to
the Certificate Holders and to the Company and shall distribute any funds or
other assets held by them to the parties entitled thereto.
SECTION 8. MISCELLANEOUS
Section 8.01. PLACE OF PERFORMANCE. This Agreement is made, executed,
and entered into at San Diego, California, and it is mutually agreed that the
performance of all parts of this contract shall be made at San Diego,
California.
Section 8.02. GOVERNING LAW AND VENUE. This Agreement is intended by the
parties to be governed and construed in accordance with the laws of the State of
California. Venue for any action brought regarding the provision of this
Agreement shall be brought in the County of San Diego.
Section 8.03. SEVERABILITY OF PROVISIONS. This Agreement shall not be
severable or divisible in any way, but it is specifically agreed that should any
provision herein be or become invalid, that such invalidity shall not affect the
validity of the remainder of the Agreement.
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Section 8.04. CONSTRUCTION BY TRUSTEE. The Trustee is authorized and
empowered to construe this Agreement, and his reasonable construction made in
good faith shall be conclusive and binding upon the Certificate Holder and upon
all parties hereto.
Section 8.05. DEFINITIONS. Except as specifically provided herein, the
use of the words "Trustee," "Certificate Holder, " "shareholder," and other
similar words, for the purpose of this Agreement shall be deemed to mean their
successors, heirs, administrators, executors, assigns, and other persons
standing in the place of the party referred to whenever appropriate. The term
"Trustee" as used in this Agreement and in the Voting Trust Certificates shall
apply to the Trustee named in this Agreement and to any additional Trustees
appointed, and to their successors. Pronouns of one gender shall be deemed to
refer to other genders, and the singular shall refer to the plural, and the
plural shall refer to the singular when appropriate. No inference shall be
drawn from the use of one gender or the singular or plural other than as
indicated above.
Section 8.06. MERGER OR CONSOLIDATION. In the event that the Company
shall merge into or consolidate with another corporation or corporations, or in
the event that all or substantially all of the assets of the Company are
transferred to another corporation, the shares of which are issued to
shareholders of the Company in connection with such transfer, then the term
"Company" shall be construed to include such successor corporation, and the
Trustee shall receive and hold under this Agreement any shares of such successor
corporation received by him on account of their ownership, as Trustee of shares
held by them hereunder prior to such merger, consolidation, or transfer. Voting
Trust Certificates issued and outstanding under this Agreement at the time of
such merger, consolidation, or transfer may remain outstanding, but the Trustees
may, in their discretion, substitute therefor new Voting Trust Certificates in
appropriate form.
Section 8.07. NOTICE TO TRUSTEE. Any notice to be given to the Trustee
hereunder shall be sufficiently given if mailed to the Trustee at Self-Heating
Container Corporation of California, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as the Trustee may from time to time
designate by written notice given to the Certificate Holders.
Section 8.08. NOTICE TO CERTIFICATE HOLDERS. Any notice to be given to
the Certificate Holders shall be sufficiently given if mailed, postage prepaid,
to the registered Certificate Holder of such Voting Trust Certificate at the
address of such registered Certificate Holder appearing on the certificate book
to be maintained by the Trustee. Every notice so given shall be effective
whether or not received, and such notice shall for all purposes be deemed to
have been given on the date of mailing thereof.
Section 8.09. NOTICE AND REPORTS FROM COMPANY TO CERTIFICATE HOLDERS.
The Company agrees (i) to mail to each Certificate Holder, not less than thirty
(30) days before each annual meeting of shareholders, the annual report of the
Company, if required to be provided; and (ii) to mail to each Certificate Holder
notice of each annual and special meeting of shareholders in the same manner and
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same time as if the Certificate Holder were a shareholder; and (iii) to keep the
books and records of the Company open at all reasonable times to the inspection
of all Certificate Holders.
Section 8.10. EXECUTION OF COUNTERPARTS. This Agreement shall be prepared
in multiple copies and forwarded to each of the parties hereto for execution.
The Agreement will become effective when the Trustee receives a copy or copies
of the Agreement executed by the parties hereto in the names as they appear at
the end of this Agreement. All of the signatures may be affixed to one copy or
to separate copies, and when all such copies are received and signed by all the
parties hereto, they shall constitute one Agreement which is not otherwise
separable or divisible. The Trustee shall keep all of such signed copies and
shall conform one copy to show all of the signatures and the dates thereof and
shall mail a copy of such conformed copy to each of the parties hereto within
thirty (30) days after the receipt by him of the last signed copy, and shall
cause one such conformed copy to be filed in the office of the secretary of the
Company.
Section 8.11. AMENDMENT OF AGREEMENT. If at any time the Trustee deems
it advisable to amend this Agreement, he shall submit such amendment to the
Certificate Holders of the then outstanding Voting Trust Certificates for their
approval at a special meeting of such Certificate Holders which shall be called
for that purpose. Notice of the time and place of such meeting shall be given
in the manner provided in Section 8.07 and shall contain a copy of the proposed
amendment. If, at such meeting or any adjournment thereof, the proposed
amendment shall be approved by the affirmative vote of a majority of the
Certificate Holders, the proposed amendment so approved shall become a part of
this Agreement as if originally incorporated herein.
Section 8.12. ADVICE OF COUNSEL. Each of the parties agrees and
represents that he has been represented by his own counsel with regard to the
execution of this Agreement or that, if acting without counsel, he has had
adequate opportunity and has been encouraged to take the advice of his own
counsel prior to the execution of this Agreement.
In Witness Hereof, the parties have duly executed this Agreement on the
first date set forth below.
CERTIFICATE HOLDERS
Number of Date of
Shares Signing
Manhattan West, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇ 12-18 , 1996
--------------------- ------- -------------
▇▇▇▇▇ ▇▇▇▇, President
TRUSTEE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 12-20 , 1996
--------------------- ------- -------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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COMPANY:
Self-Heating Container Corporation of California
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 12-18 , 1996
----------------------- -------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
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