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FIRST AMENDMENT TO
VOTING TRUST AND SHARE PRICE PARTICIPATION AGREEMENT
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This is First Amendment is made and entered into on this 30th day of
November, 2001 by and among ▇▇▇▇▇ ▇▇▇▇▇▇▇, REVOCABLE TRUST UAD 2/28/86 (herein
referred to as the "Stockholder"), as Stockholder of AM COMMUNICATIONS, INC., a
Delaware Corporation (the "Corporation" herein) and ▇▇▇ ▇▇▇▇▇▇, as Voting
Trustee (herein referred to as the "Trustee") of the Voting Trust and Share
Price Participation Agreement entered into on the 2nd day of November, 1998 (the
"Voting Trust Agreement") by the Stockholder and the Trustee.
WHEREAS, The Stockholder transferred 14,391,837 shares of the Corporation to the
Trustee pursuant to the Voting Trust Agreement, and
WHEREAS, The Trustee issued a Trust Certificate for the 14,391,837 shares to the
Stockholder dated November 2, 1998; and
WHEREAS, Paragraph 21 of the Voting Trust Agreement provides that it may be
amended at any time by unanimous consent, in writing, of the Trustee and the
owners of all of the trust certificates then outstanding, and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ is the sole Trustee and the Stockholder is the owner of all
the trust certificates currently outstanding.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements hereinafter set forth and intending to be legally bound, the parties
hereby agree as follows:
1. Paragraph 11 of the Voting Trust Agreement is amended in its
entirety to read as follows:
"11. TRANSACTIONS BY ▇▇▇▇▇▇▇. Subject to the Trustee's 30 day
right to purchase described in this paragraph, ▇▇▇▇▇▇▇ shall
have the absolute right to cause the sale, transfer, pledge or
hypothecation ("Sale") of up to 7,195, 918 of the Trust Shares
by giving 30 days written notice to the Trustee, which notice
shall contain the purchase price and other terms of the Sale
of said Trust Shares, at the sole discretion of ▇▇▇▇▇▇▇, with
full rights conveyed to him under that certain Agreement to
Restructure Indebtedness dated March 31, 1994, by and between
▇▇▇▇▇▇▇ and the Corporation, and subject only to any
restrictions imposed by the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and
regulations of the Securities and Exchange Commission issued
under such Act, as they each may, from time to time, be in
effect. Within 30 days of receipt of said notice, the Trustee
shall either:
1
a) purchase the Trust Shares from ▇▇▇▇▇▇▇ at the
price set forth by ▇▇▇▇▇▇▇ in such notice; or
b) effect the Sale of such Trust Shares in
accordance with and upon the terms of the notice,
and the Trustee shall execute all such
documentation and papers, and do all such things,
as is necessary to effect the Sale of said Trust
Shares as provided in the notice.
Notwithstanding anything to the contrary herein, Stockholder
may transfer the trust certificates it holds hereunder to an
entity owned and controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇, provided,
however, that such trust certificates shall at all times
remain subject to the terms and conditions of this Agreement,
as amended, and the Trustee may require such written evidence
thereof as he deems necessary"
2. The last sentence of paragraph 12 is deleted in its entirety.
3. Paragraph 19 of the Voting Trust Agreement is amended in its
entirety to read as follows:
"19. TERMINATION AND IRREVOCABILITY OF TRUST. This Agreement
and the voting trust created hereby shall terminate upon the
first to occur of (i) the death or legal incapacity of the
Trustee; (ii) the resignation of the Trustee as Chairman of
the Board of Directors of the Corporation; (iii) the removal
by the Corporation of the Trustee as Chairman of the Board of
Directors of the Corporation; (iv) a termination for cause of
the Employment Agreement between the Trustee and the
Corporation dated as of November 1, 2001;(v) the Trustee's
exercise of certain rights to purchase shares from the
Stockholder pursuant to the separate Stock Purchase Rights
Agreement between the parties; or (vi) November 2, 2008.
Subject to the foregoing and the provisions of paragraphs 11
and 21 hereof, this voting trust is expressly declared to be
irrevocable."
[Remainder of page left intentionally blank.]
2
4. In all other respects, the terms and provisions of the Voting
Trust Agreement are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
"Stockholder"
▇▇▇▇▇ ▇▇▇▇▇▇▇ REVOCABLE TRUST
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▇▇▇▇▇ ▇▇▇▇▇▇▇, TRUSTEE
"Trustee"
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▇▇▇ ▇▇▇▇▇▇