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EXHIBIT 6.1
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VOTING AGREEMENT
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VOTING AGREEMENT, dated as of October 19, 1998 by and among ASI Group, L.L.C., a
Nevada limited liability company ("ASI"), c/o Agassi Enterprises, Inc., 0000
Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, and the individuals
and entities listed on the signature page hereto (collectively "Boreta").
WITNESSETH:
WHEREAS, ASI and Las Vegas Discount Golf & Tennis, Inc., a Colorado corporation
("LVDGT"), are entering into an investment and voting agreement (the "ASI
Agreement") pursuant to which, among other things, ASI is buying shares of
common stock of LVDGT; and
WHEREAS, LVDGT and Saint Xxxxxxx Golf Corporation, a Nevada corporation
("SAGC"), are entering into an investment agreement (the "LVDGT Agreement")
pursuant to which, among other things, LVDGT is buying shares of preferred stock
of SAGC; and
WHEREAS, in order to induce each other to enter into the ASI Agreement, ASI and
Boreta desire to enter into this Voting Agreement with respect to all the
capital stock of LVDGT and SAGC now owned or controlled by and/or hereafter
acquired or coming under the control of any of them respectively (collectively,
the "Shares). Exhibit A lists all Shares currently owned or controlled by Boreta
or ASI;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. RESTRICTIONS ON AND VOTING OF SHARES.
(a) During the term of this Agreement, Boreta agrees that it
will not sell, assign, pledge or otherwise dispose of, or grant any proxies with
respect to, the Shares, or enter into any contract, option or other arrangement
or understanding with respect to the sale, assignment, pledge or other
disposition, directly or indirectly, of the Shares except as expressly
contemplated by the LVDGT Agreement or the ASI Agreement.
(b) Boreta and ASI agree that, during the term of this
Agreement, they will vote the Shares either of them is entitled to vote, in
person or by proxy, at any annual, special or other meeting of the holders of
capital stock of LVDGT or SAGC, as the case may be, and at any adjournments
thereof or pursuant to any consent in lieu of a meeting, or otherwise, as
mutually agreed by ASI and Boreta (provided that no party will be so required to
vote its shares if the subject action implemented in accordance with such mutual
agreement, would in any manner adversely effect the interests of Boreta in LVDGT
or SAGC or the interests of ASI in LVDGT and indirectly in SAGC, as the case may
be, or adversely affect the value of the Shares (or any securities into which
such shares might be exchanged)).
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Section 2. SUBSEQUENT ACQUISITIONS. If at any time after the first to
occur of the closing of the transactions contemplated by the LVDGT Agreement or
the ASI Agreement, while ASI is an equity holder of LVDGT or SAGC or has
options, warrants or other rights to acquire equity of either or both of LVDGT
and/or SAGC, either of LVDGT or SAGC offers to sell or grants, sells or issues
shares of its capital stock to any of Boreta or their respective affiliates at
any price or for any consideration (including, but not limited to, provision of
services), Boreta shall transfer or cause to be transferred to ASI Shares so as
to maintain the relative proportionate direct and indirect (by virtue of
ownership of LVDGT capital stock) equity ownerships of ASI, on the one hand, and
Boreta, on the other hand, in each of LVDGT and SAGC as they were immediately
prior to such offer, grant, sale or issuance, assuming the consummation of such
offer, grant, sale or issuance.
Section 3. TERM OF AGREEMENT. Except as otherwise specifically provided
herein, this Agreement will be effective as of the closing of the transactions
contemplated by the ASI Agreement (the "Effective Date"). The obligations of ASI
and Boreta under this Agreement will terminate as of the date ASI no longer
holds any equity interest, options, warrants or rights to purchase any equity
interest in or instruments convertible or exchangeable into equity interests of
SAGC or LVDGT or their respective successors.
Section 4. REPRESENTATIONS AND WARRANTIES OF BORETA. Boreta represents
and warrants to ASI as of the date and as of the Effective Date hereof that:
(a) Boreta is the record owner of the Shares and the
Shares represent all of the capital stock of SAGC or
LVDGT owned of record by Boreta, directly or
indirectly;
(b) Boreta has full legal power and authority to execute
and deliver this Agreement;
(c) the Shares are free and clear of all proxies; and
(d) Boreta has duly executed and delivered this
Agreement.
Section 5. REPRESENTATIONS AND WARRANTIES OF ASI. ASI represents and
warrants to Boreta as of the date and as of the Effective Date hereof that:
(a) ASI is the record owner of the Shares and the Shares
represent all of the capital stock of SAGC or LVDGT
owned of record by ASI, directly or indirectly;
(b) ASI has full legal power and authority to execute and
deliver this Agreement;
(c) the Shares are free and clear of all proxies; and
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(d) ASI has duly executed and delivered this Agreement.
Section 6. STOCK OPTIONS OWNED BY BORETA OR ASI. It is agreed that any
Shares obtained by Boreta or ASI after the date hereof upon exercise of any
option to purchase Shares or which otherwise become held of record by Boreta
shall in all events be deemed to be "Shares" or subject to this Agreement.
Section 7. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms of were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity without the
necessity of posting bond or other security or showing actual damages.
Section 8. NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by confirmed facsimile to the correct
facsimile number or otherwise delivered by hand or by messenger, addressed (a)
if to ASI, at its address set forth on the cover page of this Agreement, or at
such other address as ASI shall have furnished to the Company in writing, or (b)
if to any of Boreta, at such address as listed on the signature page hereto.
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or if sent by confirmed facsimile to the correct facsimile
number, upon the sending of such facsimile, or, if sent by mail, at the earlier
of its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.
Section 9. BINDING EFFECT. Upon execution and delivery of this
Agreement by ASI, this Agreement shall become effective as to Boreta at the time
Boreta executes and delivers this Agreement. This Agreement shall inure to the
benefit of and, subject to applicable law, be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns.
Section 10. ASSIGNMENT. This Agreement will be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns provided that neither this Agreement nor any rights hereunder may be
assigned by either party without first obtaining the prior written consent of
the other party.
Section 11. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without giving
effect to the principles of conflict of laws thereof.
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Section 12. COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
Section 13. EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 14. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 15. AMENDMENT; WAIVER. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective unless in
writing and signed by ASI and Boreta, in the case of an amendment, or by the
party which is the beneficiary of any such provision, in the case of a waiver or
a consent to departure therefrom.
Section 16. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, covenants, arrangements, communications,
representations and warranties, whether oral or written, by either party with
respect thereto.
Section 17. OBLIGATIONS. The obligations of Boreta hereunder are joint
and several.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
all as of the day and year first above written.
ASI GROUP, L.L.C. BORETA:
By: SUNBELT COMMUNICATIONS COMPANY,
a Member
By: /s/ Xxxxx Xxxx Xxxxxx /s/ Xxxx Xxxxxx
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Xxxxx Xxxx Xxxxxx XXXX XXXXXX
President
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
BORETA ENTERPRISES LTD
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: General Partner
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EXHIBIT A
Company Shareholder Number of Shares Held
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Saint Xxxxxxx Golf Corporation Xxxx Xxxxxx 110,000
Saint Xxxxxxx Golf Corporation Xxxxxx Xxxxxx 110,000
Las Vegas Discount Golf & Tennis, Inc.(1) Xxxx Xxxxxx 1,837,637
Las Vegas Discount Golf & Tennis, Inc.(2) Xxxxxx Xxxxxx 1,723,288
Las Vegas Discount Golf & Tennis, Inc.(3) Xxxx Xxxxxx 1,059,374
Las Vegas Discount Golf & Tennis, Inc. Boreta Enterprises Ltd. 1,304,445
Las Vegas Discount Golf & Tennis, Inc.(4) ASI Group, L.L.C. 2,303,290
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(1) Includes 1,823,810 shares held directly and 13,827 shares which represent
Xxxx Xxxxxx'x share of the Common Stock held by Boreta Enterprises Ltd.
(2) Includes 544,699 shares held directly, 897,589 shares which represent
Xxxxxx Xxxxxx'x share of the Common Stock held by Boreta Enterprises Ltd. and
281,000 shares underlying Stock Options held by Xxxxxx Xxxxxx.
(3) Includes 536,345 shares held directly, 393,029 shares which represent Xxxx
Xxxxxx'x share of the Common Stock held by Boreta Enterprises Ltd. and 130,000
shares underlying Stock Options held by Xxxx Xxxxxx.
(4) ASI Group, L.L.C. also has options for the purchase of 347,975 shares of
the Common Stock of Las Vegas Discount Golf & Tennis, Inc.
