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
