Exhibit 10(gggg)
AMENDMENT TO CONTROL TRANSFER AGREEMENT
This Second Amendment to Control Transfer Agreement (this
"Amendment"), dated as of December 19, 1997, is entered into by and among
Interstate Business Corporation, a Delaware corporation ("IBC"), Interstate
General Company L.P., a Delaware limited partnership ("IGC"), Interstate
General Properties Limited Partnership S.E., a Maryland limited partnership
("IGP"), Housing Development Associates S.E., a Puerto Rico partnership
("HDA"), Equus Management Company, a Delaware corporation ("EMC"), and
Equus Gaming Company L.P., a Virginia limited partnership ("Equus").
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Control
Transfer Agreement dated as of December 31, 1996 as amended by the
amendment thereto dated as of March 31, 1997 (the "Agreement"); and
WHEREAS, the parties hereto now wish to amend Sections 2, and 3
of the Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Amendments. Sections 2, and 3 of the Agreement are
hereby amended and restated in their entirety as follows:
2. Execution of Net Worth Guaranty IGC shall execute and
deliver to EMC a Guaranty Agreement in the form attached hereto as
Exhibit A. Following execution and delivery by IGC of the Guaranty
Agreement, IGC may withdraw as a general partner of Equus.
3. IGC Undertakings. For and in full consideration of the
transfer of the EMC Stock and execution and delivery by IGC of the
Guaranty Agreement, IBC hereby agrees to:
(a) forever indemnify and hold harmless IGC, and its
successors and assigns from and against any and all liability and
expense (including, without limitation, any liability for debts or
obligations incurred by Equus) which IGC may incur as a result of its
serving as a general partner of Equus;
(b) contribute to the capital of EMC 50,000 IGC Class A
Units and maintain in EMC at all times prior to termination of the
Guaranty Agreement sufficient capital to provide EMC with tangible
net worth of at least $200,000.
(c) irrevocably assign to IGC all rights to any
distributions received by EMC from Equus in respect of its .99%
general partnership interest in Equus to the extent that such
distributions exceed the expenses and liabilities of EMC incurred in
the ordinary course of business in its capacity as managing general
partner of Equus; and
(d) not transfer or otherwise dispose of any EMC stock
other than (i) to an affiliate or IBC who agrees to remain bound by
the terms of this Agreement, or (ii) to any party in an arm's length
transaction for fair value which such value is hereby irrevocably
assigned to IGC.
2. Effectiveness of Amendment. This Agreement shall be effective
as of the date hereof. Except as expressly amended hereby, all other
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
INTERSTATE GENERAL COMPANY L.P.
By: Interstate General Management
Corporation, its managing general
partner
By: /s/ Francisco Arrivi
--------------------------------
Name: Francisco Arrivi
Title: Executive Vice President
EQUUS GAMING COMPANY L.P.
By: Equus Management Company,
its managing general partner
By /s/ Gretchen Gronau
--------------------------------
Name: Gretchen Gronau
Title: Vice President
INTERSTATE BUSINESS CORPORATION
By /s/ Gretchen Gronau
-------------------------------
Name: Gretchen Gronau
Title: Assistant Secretary
EQUUS MANAGEMENT COMPANY
By /s/ Gretchen Gronau
------------------------------
Name: Gretchen Gronau
Title: Vice President
HOUSING DEVELOPMENT ASSOCIATES S.E.
By: Equus Gaming Company, L.P.
its managing general partner
By: Equus Management Company, its
managing general partner
By /s/ Gretchen Gronau
---------------------------------
Name: Gretchen Gronau
Title: Vice President
INTERSTATE GENERAL PROPERTIES LIMITED
PARTNERSHIP S.E.
By: Interstate General Company, L.P., its
managing general partner
By: Interstate General Management
Corporation, its managing general
partner
By /s/ Francisco Arrivi
--------------------------------------
Name: Francisco Arrivi
Title: Executive Vice President