Exhibit 10(nnnn)
AGREEMENT
This will set forth the agreement among Interstate General Company
L.P. ("IGC"), Interstate General Properties Limited Partnership S.E.
("IGP"), Equus Gaming Company L.P. ("Equus"), Equus Management Company
("EMC") and Housing Development Associates S.E. ("HDA") relating to the
prepayment of certain expenses by EMC to IGP and the purchase of certain
assets by Equus from IGP.
1. Prepayment of Support Agreement Expenses. For facilities and
services to be provided and rendered to EMC, as managing
general partner of Equus by IGC's subsidiary, IGP, pursuant to
that certain Master Support and Services Agreement by and
between Equus and IGC dated as of December 9, 1994, EMC shall
prepay IGP the sum of $80,000 (to be applied against actual
charges made by IGP).
2. Purchase of HDA Interest. Equus shall purchase from IGP a
.19790099% interest in HDA for a purchase price of $30,000.
The assignment of the HDA interest shall be evidenced by an
Assignment of Partnership Interest executed by IGP in the form
attached hereto as Exhibit A.
The foregoing transactions shall be completed simultaneously
effective as of December 16, 1997.
INTERSTATE GENERAL COMPANY L.P.
By: Interstate General Management
Corporation, its managing
general partner
By: /s/ Franscisco Arrivi Cros
--------------------------
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 Cros
-------------------------
EQUUS GAMING COMPANY L.P.
By: Equus Management Company, its
managing general partner
By: /s/ Gretchen Gronau
-------------------------
HOUSING DEVELOPMENT ASSOCIATES S.E.
By: Equus Gaming Company L.P., its
managing partner
By: Equus Management Company, its
managing general partner
By: /s/ Gretchen Gronau
------------------------
EQUUS MANAGEMENT COMPANY
By: /s/ Gretchen Gronau
-----------------------------
Exhibit A
ASSIGNMENT OF PARTNERSHIP INTEREST
FOR VALUE RECEIVED, the undersigned, Interstate General
Properties Limited Partnership, S.E. ("Assignor"), hereby grants, assigns
and transfers to Interstate General Company L.P., a Delaware limited
partnership ("IGC") all of its right, title in and to a .99009901%
partnership interest in Housing Development Associates S.E. (the
"Partnership Interest").
Assignor represents and warrants to IGC (i) that Assignor is
duly authorized and empowered to enter into this Assignment and that this
Assignment is valid and enforceable against Assignor in accordance with its
terms, and (ii) that the assignment and transfer evidenced hereby does not
conflict with any applicable law or governmental order, or agreement with
to which Assignor is a party, and is otherwise made free and clear of any
lien, pledge or encumbrance in favor of any third party.
Assignor irrevocably constitutes and appoints IGC, its true and
lawful attorney-in-fact with full power of substitution, so that IGC may,
in the name and stead of the Assignor but on behalf, for the benefit, and
at the sole cost and expense of IGC, perform any actions and execute any
documents necessary to effect this Assignment and the transfer of the
Partnership Interest to IGC.
The Assignor does hereby further covenant and agree to execute,
to acknowledge and to deliver, or to cause to be executed, acknowledged and
delivered, at the sole cost and expense of IGC, any and all such further
acts, deeds, transfers, assignments, conveyances, confirmations, powers of
transfer, powers of attorney, assurances, approvals and consents, and do or
cause to be done all such further acts or things as IGC shall reasonably
require and as may be proper and necessary to assure, assign, transfer,
convey or confirm unto IGC the Partnership Interest in order to effectuate
the intent of this Assignment.
IN WITNESS WHEREOF, the undersigned has executed this
Assignment of Partnership Interest as of December 30, 1997.
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: ________________________________
Authorized Officer