EXHIBIT 7.2
DATED AS XX XXXXXXXX 00, 0000
XXXXXX XXX XXXXXX CORPORATION
VOTING TRUST AGREEMENT
- by and among -
XXXX XXXXX XXXXXXXX, FORMERLY XXXX X. XXXXX
AND XXXX X. XXXXX
- and -
XXXX X. XXXXX, XX.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as
of the 29th day of December, 1998, by and among XXXX XXXXX XXXXXXXX, FORMERLY
XXXX X. XXXXX, AND XXXX X. XXXXX ("Shareholders") and XXXX X. XXXXX, XX.
("Proxy").
W I T N E S E T H :
-------------------
WHEREAS, Shareholders are adult individuals residing as follows:
Xxxx Xxxxx XxXxxxxx
0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
Xxxx X. Xxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
and
WHEREAS, each Shareholder is the owner, either directly, indirectly or
beneficially, of the shares of the issued and outstanding common stock (the
"Stock") of Greate Bay Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation") specified
in Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, pursuant to the provisions of the New Jersey Casino Control Act,
N. J. Stat. Xxx. 5:12-1, et seq. (the "Act"), as enforced by the New Jersey
-------------------------------
Division of Gaming Enforcement (the "Division") before the New Jersey Casino
Control Commission (the "Commission"), Shareholders' ownership of the Stock is
subject, in the alternative, to either certain restrictions or the qualification
of Shareholders under the Act; and
WHEREAS, Proxy, Xxxx X. Xxxxx, Xx., is an adult individual residing at 0000
Xxxx Xxxx, Xxxxxx, Xxxxx 00000; and,
WHEREAS, Shareholders, having a special trust and confidence in Proxy, wish
to irrevocably assign all of Shareholders' voting and other rights incident to
the Stock in Proxy under the terms and pursuant to the conditions set forth in
this Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholders and Proxy do hereby covenant and agree as
follows:
1. APPOINTMENT OF PROXY. Each Shareholder hereby (a) irrevocably
appoints Proxy as his or her attorney-in-fact and (b) irrevocably grants and
assigns to Proxy any and all voting rights such Shareholders may now have, or
may during the Term of this Agreement acquire, all with respect to the Stock
owned by such Shareholder.
2. PROXY'S DUTIES/LIMITATION OF LIABILITY. In the discharge of his
obligations under this Agreement, Proxy shall have the right to vote the Stock
in such form and manner as Proxy, in the exercise of good faith and his prudent
business judgment, may deem in the best interests of Shareholders. Other than
as specifically set forth in this Paragraph 2, Proxy shall have no further
duties or obligations owing to Shareholders with regard to the Stock. Provided
Proxy acts pursuant to this Agreement in the exercise of good faith and his
prudent business judgment, Proxy shall not be personally liable to any person or
entity for any act or omission to act under this Agreement.
3. COVENANT NOT TO INFLUENCE. Each Shareholder hereby covenants and
agrees that he or she shall not exercise or attempt to exercise, directly or
indirectly, any control or influence over Proxy with regard to any matter
concerning the voting of the Stock.
4. DISPOSITION OF THE STOCK. Shareholders, during the Term of this
Agreement, shall not transfer, sell, dispose of, assign, hypothecate or
otherwise encumber the Stock without the prior written approval of Proxy.
5. RELATIONSHIP BETWEEN SHAREHOLDERS AND PROXY. Except as otherwise
specifically set forth in this Agreement, nothing contained or set forth in this
Agreement shall be construed so as to create any fiduciary or other relationship
between Shareholders and Proxy. In the course of exercising his duties under
this Agreement, Proxy shall not be entitled to receive any compensation or other
remuneration from Shareholders, provided, however, that Proxy shall be entitled
to retain and pay, on account of and for the benefit of Shareholders, such
professional service providers as Proxy may deem necessary or desirable. In such
event, Proxy shall pay for, and Shareholders shall reimburse Proxy for, the
costs of such professional service providers.
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6. SUCCESSOR TRUSTEE. In the event Proxy is unable or unwilling to
serve, Shareholders shall have the right to appoint a Successor Proxy. Any such
Successor Proxy shall, upon qualification by the Commission in accordance with
the provisions of the Act, assume all rights and responsibilities of Proxy
pursuant to this Agreement but shall not be responsible for any acts or failures
to act which occurred prior to such Successor Proxy assuming all rights and
responsibilities of Proxy under this Agreement.
7. EFFECTIVE DATE/TERM/TERMINATION.
(a) EFFECTIVE DATE AND TERM. This Agreement shall become effective
as of the date and year first above written and shall continue in force
until December 31, 2001, unless sooner terminated as provided in Paragraph
7(b) of this Agreement (the "Term").
(b) TERMINATION. This Agreement shall immediately terminate upon the
occurrence of Shareholders' sale of all of the Stock pursuant to the
provisions of Paragraph 4 of this Agreement.
8. BEST EVIDENCE. This Agreement shall be executed in original and
"Xerox" or photostatic copies and each copy bearing original signatures of
Shareholders and Proxy in ink shall be deemed an original.
9. SUCCESSION. Subject to the provisions of Paragraph 6 of this
Agreement, this Agreement shall be binding upon and inure to the benefits of
Shareholders' and Proxy's respective heirs, successors and assigns.
10. AMENDMENT OR MODIFICATION. This Agreement may not be amended or
modified except upon a writing (i) signed by both Shareholders and Proxy and
(ii) approved, if required, by the Commission or any other gaming regulatory
authority having jurisdiction.
11. ASSIGNMENT. This Agreement shall not be assigned by either
Shareholders or Proxy without the prior written consent of both the non-
assigning party. Any purported assignment in violation of the provisions of this
Paragraph 11 shall be deemed null and void and shall have no force or effect.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, except to the extent that
applicable gaming laws, rules and regulations and applicable resolutions and
requirements of gaming regulatory authorities having jurisdiction shall
necessarily control and govern.
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13. NOTICES. Any and all written notices required by this Agreement shall
be either (i) hand delivered, (ii) mailed via certified mail, return receipt
requested, (iii) telecopied (with confirmed answerback) or (iv) delivered via
any commercial courier service, addressed to the following:
TO SHAREHOLDERS: Xxxx Xxxxx XxXxxxxx
----------------
0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
Xx. Xxxx X. Xxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
TO PROXY: Xxxx X. Xxxxx, Xx.
---------
0000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000
WITH COPIES TO: General Counsel
---------------
Greate Bay Casino Corporation
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
General Counsel
Casino Control Commission
Princeton Pike Xxxxxx Xxxx Xxxxxxxx Xx. 0
XX-000
Xxxxxxx, Xxx Xxxxxx 00000
Director
Division of Gaming Enforcement
Xxxxxxx X. Xxxxxx Justice Complex
CN-047
Xxxxxxx, Xxx Xxxxxx 00000
All notices hand delivered shall be deemed delivered as of the date
actually delivered. All notices mailed via certified mail, return receipt
requested, shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered by telecopy shall be effective upon receipt of
the confirmed answerback. All notices delivered via a commercial courier service
shall be deemed delivered as of the next business day after the date entrusted
to such commercial courier service. Any changes in any of the addresses listed
in this Paragraph 13 shall be made by written notice as provided in this
Paragraph 13.
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14. INTERPRETATION. The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement. Titles of paragraphs are
for convenience only and are not to be considered a part of this Agreement.
15. PAROL. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and this Agreement supersedes any prior understandings, agreements or
undertakings.
IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.
WITNESS:
/s/ Xxxx Xxxxx XxXxxxxx
____________________________________ -------------------------------------
Xxxx Xxxxx XxXxxxxx, Shareholder
WITNESS:
/s/ Xxxx X. Xxxxx
_____________________________________ -------------------------------------
Xxxx X. Xxxxx, Shareholder
WITNESS:
/s/ Xxxx X. Xxxxx, Xx.
_____________________________________ -------------------------------------
Xxxx X. Xxxxx, Xx., Proxy
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EXHIBIT "A"
1. Xxxx Xxxxx XxXxxxxx - 87,159 shares of the common stock of Greate Bay
Casino Corporation
2. Xxxx X. Xxxxx - 87,159 shares of the common stock of Greate Bay Casino
Corporation
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