EXHIBIT 10.2
AMENDMENT NO. 1 TO VOTING AGREEMENT
AMENDMENT NO. 1 TO VOTING AGREEMENT (this "AGREEMENT"),
dated as of
March 3, 2005, by and among ____________________
("STOCKHOLDER"), Concord
Associates Limited Partnership ("CONCORD") and Sullivan Resorts LLC
("SULLIVAN,"
together with Concord and their respective affiliates that own
or lease any
portion of the Resort Properties, "TRANSFERORS").
WHEREAS, Stockholder, Concord, and Sullivan
entered into that
certain Voting Agreement, dated as of November 12, 2004
(the "ORIGINAL
AGREEMENT");
WHEREAS, capitalized terms used herein without
definition shall have
the meanings set forth in the Original Agreement;
WHEREAS, the parties hereto desire to amend the
Original Agreement
as provided herein;.
NOW THEREFORE, in consideration of the foregoing
and the mutual
covenants and agreements set forth herein, the receipt and
adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. The following shall be added as the new third (3rd)
sentence to
Section 2 of the Original Agreement:
"Notwithstanding the foregoing, Stockholder shall
be entitled to
grant a lien or security interest (an "Encumbrance") to a
bank, insurance
company, securities firm or similar financial institution
(collectively, a
"Secured Party"), or agree or contract to grant an Encumbrance
to a Secured
Party, free and clear of this Agreement (but subject to proviso
below), on a
number of Shares constituting, in the aggregate, not more than
fifty percent
(50%) of the Shares with respect to which Stockholder owns and/or
directly or
indirectly controls the right to Transfer or grant an Encumbrance
(which number
of Shares is set forth on EXHIBIT A to the Original Agreement)
(any such Shares
pledged by Stockholder pursuant to this sentence shall be referred
to herein as
"Pledged Shares"), and, at the request of a Secured Party, the
Pledged Shares
shall be placed in the name of such Secured Party; provided
that (1) such
Encumbrance (including placing the Pledged Shares in the name
of the Secured
Party) would not invalidate any of Stockholder's voting
power or prevent
Stockholder from fulfilling its obligations under this
Agreement, (2)
Stockholder shall provide Transferors with prior written
notice of such
Encumbrance, which notice shall set forth the material terms
of the related
financing transaction (and any security agreement and other
loan or security
documents creating or evidencing such Encumbrance shall be
referred to herein
collectively as the "Loan Documents"), and (3) such Secured Party,
Stockholder
and Transferors, at the closing of the transaction granting such
Encumbrance,
shall enter into an agreement reasonably satisfactory to such
parties pursuant
to which Transferors shall have the right (but not the
obligation) to purchase
all or any portion of the Pledged Shares that Secured Party
intends to cause to
be sold at a public or private foreclosure sale or otherwise
take title to in
lieu of foreclosure, free and clear of any Encumbrance and
other liens or
claims, at the then market price of such Pledged Shares, prior to
Secured Party
conducting a public or private foreclosure sale of the
Pledged Shares or
otherwise exercising any remedy under the Loan Documents effecting
a transfer of
title to the Pledged Shares, provided that Transferors shall
exercise such
purchase right and close upon such purchase within four (4)
business days after
written notice from Secured Party to Transferors of an event of
default under
the Loan Documents and the inte
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