EXHIBIT 10.27
VOTING AGREEMENT
Dated as of February 6, 1998
The parties to this agreement are T/SF Communications Corporation, a
Delaware corporation ("T/SF") and eight wholly-owned subsidiaries
(collectively, the "Subsidiaries") of T/SF, namely Xxxxxx Convention
Publishing Inc., a Missouri corporation, GEM Communications, Inc., an Oklahoma
corporation, Galaxy Registration, Inc., a Maryland corporation, Galaxy Design
and Printing Inc., a Maryland corporation, Expo Magazine, Inc., a Kansas
corporation, Casino Publishing Company, a Minnesota corporation, T/SF of
Nevada, Inc., a Nevada corporation, and T/SF Europe, Inc., an Oklahoma
corporation.
T/SF and each of the Subsidiaries are members (the "Members") of T/SF
Holdings, LLC, a Delaware limited liability company ("Holdings"), pursuant to
the Amended and Restated Limited Liability Company Agreement (the "Agreement")
of Holdings. Pursuant to the Agreement, the Members elect the board of
managers of Holdings. The parties wish to provide that the Members shall vote
to elect managers of Holdings as determined by T/SF.
It is therefore agreed as follows:
1. Voting. T/SF and each of the Subsidiaries agree to vote as Members of
Holdings for the election of the board of managers of Holdings, as
determined by T/SF. To effect this voting agreement, each of the
Subsidiaries is executing and delivering to T/SF an irrevocable proxy in
the form of Exhibit A.
2. Term. This agreement shall remain in effect for the duration of Holdings
pursuant to section 7 of the Agreement.
3. Applicable Law. This agreement shall be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts
made and to be performed in Delaware.
4. Enforcement. The parties recognize that irreparable damage will result in
the event that this agreement shall not be specifically enforced, and
they accordingly agree that the provisions hereof shall be enforceable by
a decree of specific performance, without any bond or other security
being required.
5. Entire Agreement; Modification. This agreement contains the entire
agreement of the parties with respect to its subject matter and no change
or modification may be made orally.
T/SF COMMUNICATION CORPORATION
By:____________________________________
XXXXXX CONVENTION PUBLISHING INC.
By:____________________________________
GEM COMMUNICATIONS, INC.
By:____________________________________
GALAXY REGISTRATION, INC.
By:____________________________________
GALAXY DESIGN AND PRINTING INC.
By:____________________________________
EXPO MAGAZINE, INC.
By:____________________________________
CASINO PUBLISHING COMPANY
By:____________________________________
T/SF OF NEVADA, INC.
By:____________________________________
T/SF EUROPE, INC.
By:____________________________________
