VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made as of this 20th day of September, 1996,
by and between RED RIVER CONCEPTS, INC., a Delaware corporation ("Red River"),
and Xxxx X. Xxxxxx ("Xxxxxx").
WHEREAS, pursuant to a Stock Purchase Agreement dated September 20, 1996,
between Red River, Xxxxxx and Western Country Clubs, Inc., a Colorado
corporation ("WCCI"), (the "Stock Purchase Agreement"), Red River and/or its
assignees will be purchasing an aggregate of 1,300,000 shares of common stock,
$.01 par value, from Xxxxxx (the "Shares"). Capitalized terms used herein which
are not defined herein shall have the same meanings given to them in the Stock
Purchase Agreement. The Shares are to be purchased as follows: (i) 200,000
Shares will be purchased for cash at the First Closing (the "First Shares");
(ii) 800,000 Shares will be purchased for a promissory note in the principal
amount of $800,000 (the "Note") at the First Closing (the "Second Shares"); and
(iii) 300,000 Shares will be purchased for cash at the Second Closing (the
"Third Shares");
WHEREAS, Red River and Xxxxxx have agreed under the Stock Purchase
Agreement that the Second and Third Shares shall be subject to a Voting Trust
Agreement.
NOW, THEREFORE,in consideration of the foregoing premises and the
agreements herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The parties to this Voting Trust Agreement, intending to legally bind
themselves, their successors, executors, administrators, heirs and assigns,
agree that they will at all times during the term of this Agreement be bound by
the following terms. Upon the occurrence of an event of default under the Stock
Purchase Agreement and/or the Note and during the pendency thereof, Red River
and/or its assignees, who become the beneficial owners of the Second and Third
Shares by virtue of the transactions contemplated by the Stock Purchase
Agreement, hereby appoint Xxxxxx or such person as he shall designate (as
applicable, the "Designated Attorney-In-Fact") as their attorney and proxy to
appear, attend and vote the Second and the Third Shares with respect to any and
all matters brought before the shareholders of WCCI in his sole and absolute
discretion.
2. This Voting Trust Agreement shall terminate upon the payment in full of
the Note.
IN WITNESS WHEREOF, the parties have executed this Voting Trust Agreement
on the date and year first above written.
RED RIVER CONCEPTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx, President
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Xxxxx X. Xxxxxxxxx, President
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
