PARENT SUPPORT AGREEMENT
SUPPORT AGREEMENT (this "Agreement"), dated as of March 26, 1998,
between the persons listed on Schedule A hereto (each, a "Stockholder") and
Grand Prix Association of Long Beach, Inc., a California corporation (the
"Company").
WITNESSETH:
WHEREAS, concurrently herewith, Dover Downs Entertainment, Inc., a
Delaware corporation ("Parent"), FOG Acquisition Corporation, a California
corporation and wholly-owned subsidiary of Parent ("Sub"), and the Company, are
entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which it is contemplated that Sub shall merge with the Company (the
"Merger");
WHEREAS, each Stockholder owns, as of the date hereof, the number of
shares of Class A Common Stock, par value $.10 per share, of Parent (the "Common
Stock") set forth opposite such Stockholder's name on Schedule A hereto (the
"Existing Shares", together with any shares of Common Stock or other shares of
voting capital stock of Parent acquired after the date hereof and prior to the
termination hereof, hereinafter collectively referred to as the "Shares") and
the number of options to purchase Common Stock set forth opposite such
Stockholder's name on Schedule A hereto;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has requested that each Stockholder agree, and each
Stockholder has agreed, to enter into this Agreement; and
WHEREAS, the Company has entered into the Merger Agreement in reliance
on Stockholder's representations, warranties, covenants and agreements
hereunder;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other, good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. Agreement to Vote. Each Stockholder hereby agrees that, during the
time the Merger Agreement is in effect, at any meeting of the Stockholders of
Parent, however called, that such Stockholder shall: (a) vote the Shares in
favor of the Merger, (b) vote the Shares against any action or agreement that
such Stockholder is advised by the Board of Directors of Parent in the
applicable proxy materials would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Parent under
the Merger Agreement, (c) vote for Xxxxxxxxxxx X. Xxxx as a director of Parent
at the next Parent Stockholder meeting and (d) if Parent exercises its Option
under that certain Support Agreement, dated March 26, 1998, between the persons
listed on Schedule A thereto and Parent (the "Support Agreement"), vote the
Shares for the transactions contemplated by Section 2.3 of the Support
Agreement. Each
Stockholder acknowledges receipt and review of a copy of the
Merger Agreement. In furtherance thereof, each Stockholder hereby irrevocably
grants to, and appoints, Xxxxxx X. Xxxxxxx, and any other individual who shall
hereafter be designated by the Company, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), and for and in the name,
place and stead of such Stockholder, subject to Section 5 hereof, to vote the
Shares held by such Stockholder in accordance with the terms and conditions of
the provisions of the first sentence of this Section 1.1. Each Stockholder
represents that any proxies heretofore given in respect of such Stockholder's
Shares that conflict with the foregoing proxy are not irrevocable, and that any
such proxies are hereby revoked. Each Stockholder hereby affirms that its proxy
set forth in this Section is coupled with an interest and is irrevocable until
such time as this Agreement terminates in accordance with its terms. Such
Stockholder hereby further affirms that the irrevocable proxy is given in
connection with the execution of the Merger Agreement, and that such irrevocable
proxy is given to secure the performance of such Stockholder's voting
obligations under this Agreement. Such Stockholder hereby ratifies and confirms
all that such irrevocable proxy may lawfully do or cause to be done by virtue
hereof.
2. Intentionally Omitted.
3. Representations and Warranties of Stockholder. Each Stockholder represents
and warrants, as to itself, to the Company as follows:
3.1. Ownership of Shares. On the date hereof the Existing Shares are
beneficially owned by such Stockholder and represent, when aggregated with the
Existing Shares of the other Stockholder, more than a majority of the voting
power of the capital stock of Parent. Such Stockholder currently has with
respect to the Existing Shares, and at Closing will have with respect to the
Shares, good, valid and marketable title, free and clear of all liens,
encumbrances, restrictions, options, warrants, rights to purchase, voting
agreements or voting trusts, and claims of every kind (other than the
encumbrances created by this Agreement, the restrictions set forth in the
Charter or By-laws of the Company and other than restrictions on transfer under
applicable Federal and State securities laws).
3.2. Power; Binding Agreement. Each Stockholder has the full legal
right, power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by such Stockholder will not violate any other agreement to which such
Stockholder is a party including, without limitation, any voting agreement,
Stockholders agreement or voting trust. This Agreement has been duly executed
and delivered by such Stockholder and constitutes a legal, valid and binding
agreement of such Stockholder, enforceable in accordance with its terms. Neither
the execution or delivery of this Agreement nor the consummation by such
Stockholder of the transactions contemplated hereby will (a) other than filings
required under the federal or state securities laws or the GCL (as defined in
the Merger Agreement), require any consent or approval of or filing with any
governmental or other regulatory body, or (b) constitute a violation of,
conflict with or constitute a default under, any contract, commitment,
agreement, understanding, arrangement or other restriction of any kind to which
such Stockholder is a party or by which such Stockholder is bound.
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3.3. Finder's Fees. No person is, or will be, entitled to any
commission or finder's fees from such Stockholder in connection with this
Agreement or the transactions contemplated hereby exclusive of any commission or
finder's fees referred to in the Merger Agreement.
4. Representations and Warranties of Company. The Company represents and
warrants to the Stockholders as follows:
4.1. Authority. The Company has full legal right, power and authority
to enter into and perform all of its obligations under this Agreement. The
execution and delivery of this Agreement by the Company will not violate any
other agreement to which the Company is a party. This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
agreement of the Company, enforceable in accordance with its terms. Neither the
execution of this Agreement nor the consummation by the Company of the
transactions contemplated hereby will (a) require any consent or approval of or
filing with any governmental or other regulatory body, or (b) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Parent is a party or by which it is bound.
4.2. Finder's Fees. No person is, or will be, entitled to any
commission or finder's fee from Parent in connection with this Agreement or the
transactions contemplated hereby exclusive of any commission or finder's fees
referred to in the Merger Agreement.
5. Termination. This Agreement (other than the provisions of Sections 6 and 7)
shall terminate on the earlier of (a) the Effective Time of the Merger (as
defined in the Merger Agreement) or (b) the date of the termination of the
Merger Agreement in accordance with its terms; provided, however, that if Parent
exercises the Option pursuant to the Support Agreement, this Agreement will
terminate upon the effective time of the merger or upon the consummation of the
tender offer, each as contemplated by Section 2.3 of the Support Agreement.
6. Expenses. Except as provided in Section 18, each party hereto will pay all of
its expenses in connection with the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of its counsel and other
advisers.
7. Confidentiality. Each Stockholder recognizes that successful consummation of
the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to these matters. In this connection, pending
public disclosure, each Stockholder agrees that such Stockholder will not
disclose or discuss these matters with anyone (other than officers, directors,
legal counsel and advisors of any Stockholder or Parent, if any) not a party to
this Agreement, without prior written consent of the Company, except for filings
required pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, or disclosures Stockholder's legal counsel
advises in writing are necessary in order to fulfill Stockholder's obligations
imposed by law, in which event Stockholder shall give prompt prior notice of
such disclosure to the Company. Anything in this Section 7 to the contrary
notwithstanding, nothing in this Agreement shall limit any Stockholder from
exercising any of its rights or performing any of its duties as an officer or a
director of Parent.
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8. Certain Covenants of Each Stockholder.
8.1. Except in accordance with the provisions of this Agreement, each
Stockholder agrees, while this Agreement is in effect, not to, directly or
indirectly, grant any proxies, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares.
8.2. The Stockholders agree that they will not transfer, in the
aggregate, in excess of 750,000 Shares unless the transferee agrees to be bound
by the terms of this Support Agreement, including, without limitation, the
provisions of Articles 1 and 2 hereof.
9. Notices. All notices or other communications required or permitted
hereunder shall be in writing (except as otherwise provided herein), given in
the manner provided in the Merger Agreement, and shall be deemed duly given when
received, addressed as follows:
If to the Company:
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Attention: , Chief Financial Officer
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Facsimile: ( )
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With a copy to:
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Attention: , Chief Financial Officer
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Facsimile: ( )
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If to any Stockholder, at its address set forth on
Schedule A hereto.
10. Entire Agreement; Amendment. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement among the parties
hereto with respect to the subject matter contained herein and supersede all
prior agreements and understandings among the parties with respect to such
subject matter. This Agreement may not be modified, amended, altered or
supplemented except by an agreement in writing executed by the party against
whom such modification, amendment, alteration or supplement is sought to be
enforced.
11. Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, assigns and personal
representatives, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties.
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12. Governing Law. Except as expressly set forth below, this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof. In addition, the Company and each Stockholder
hereby agree that any dispute arising out of this Agreement, the offer or the
Merger shall be heard in the Court of Chancery of the State of Delaware or in
the United States District Court for the District of Delaware and, in connection
therewith, each party to this Agreement hereby consents to the jurisdiction of
such courts and agrees that any service of process in connection with any
dispute arising out of this Agreement, or the Merger may be given to any other
party hereto by certified mail, return receipt requested, at the respective
addresses set forth in Section 9 above.
13. Injunctive Relief. The parties agree that in the event of a breach of any
provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of any
provision of this Agreement, the aggrieved party shall be entitled to obtain in
any court of competent jurisdiction a decree of specific performance or to
enjoin the continuing breach of such provision, in each case without the
requirement that a bond be posted, as well as to obtain damages for breach of
this Agreement. By seeking or obtaining such relief, the aggrieved party will
not be precluded from seeking or obtaining any other relief to which it may be
entitled.
14. Counterparts; Facsimile Signature. This Agreement may be executed, including
execution by facsimile, in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same document.
15. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
16. Further Assurances. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
17. Third Party Beneficiaries. Nothing in this Agreement, expressed or implied,
shall be construed to give any person other than the parties hereto any legal or
equitable right, remedy or claim under or by reason of this Agreement or any
provision contained herein.
18. Legal Expenses. In the event any legal proceeding is commenced by any party
to this Agreement to enforce or recover damages for any breach of the provisions
hereof, the prevailing party in such legal proceeding shall be entitled to
recover in such legal proceeding from the losing party such prevailing party's
costs and expenses incurred in connection with such legal proceedings, including
reasonable attorneys fees.
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19. Amendment and Modification. This Agreement may only be amended, modified and
supplemented by a written document executed by all the parties affected.
20. Obligations Several. The obligations of each Stockholder hereunder are
several, not joint and several.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and each Stockholder has duly executed
this Agreement, as of the date and year first above written.
GRAND PRIX ASSOCIATION OF
LONG BEACH, INC.
By:
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Name:
Title:
STOCKHOLDERS:
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Name:
Name:
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Schedule A
Stockholder
(and Address) Shares Owned Options Owned
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