ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the
3rd day of August, 1998, by EL CONQUISTADOR PARTNERSHIP L.P., a Delaware limited
partnership, having an address at 1000 El Conquistador Avenue, Las Croabas,
Fajardo, Puerto Rico 00738 ("Assignor"), to CITICORP REAL ESTATE, INC., a
Delaware corporation, having an address at 599 Lexington Avenue, New York, New
York 10043 ("Assignee").
W I T N E S S E T H :
THAT Assignor for good and valuable consideration, receipt whereof is
hereby acknowledged, hereby grants, transfers and assigns to Assignee the entire
lessor's (or "owner's") interest in and to (i) the leases, concession agreements
and other similar agreements identified in Exhibit "B" annexed hereto and made a
part hereof, and (ii) all leases, concession agreements and other similar
agreements affecting the use, enjoyment, or occupancy of all or any part of
those certain lots or pieces of land, more particularly described in Exhibit "A"
annexed hereto and made a part hereof, together with the buildings, structures,
fixtures, additions, enlargements, extensions, modifications, repairs,
replacements and improvements now or hereafter located thereon (hereinafter
collectively referred to as the "Property");
TOGETHER WITH all of Assignor's interest as lessor ("owner") under all
other leases, concession agreements and other agreements affecting the use,
enjoyment or occupancy of the Property now or hereafter made by Assignor
affecting the Property or any portion thereof, together with any extension,
renewal, replacement or modification of the same;
The leases, concession agreements and other agreements described above,
together with all other present and future leases and present and future
agreements and any extension, renewal, replacement or modification of the same
are hereinafter collectively referred to as the "Leases";
TOGETHER WITH:
(a) All of Assignor's interests in all deposits (whether for security
or otherwise), rents, income, issues and profits arising from the Leases and
renewals thereof and together with all rents, revenues, income, issues and
profits (including all oil and gas or other mineral royalties and bonuses) from
the use, enjoyment and occupancy of the Property whether paid or accruing before
or after the filing by or against Assignor of any petition for relief under the
Bankruptcy Code (hereinafter defined) (hereinafter collectively referred to as
the "Rents");
(b) all of Assignor's claims and rights (the "Bankruptcy Claims") to
(i) the payment of damages arising from any rejection by a lessee or
concessionaire of any Lease under the Bankruptcy
Code, 11 U.S.C. 'SS' 101 et seq., as the same may be amended (the "Bankruptcy
Code") and (ii) any award or other payment which Assignor may hereafter become
entitled to receive with respect to any Lease as a result of or pursuant to any
bankruptcy, insolvency or reorganization or similar proceedings involving the
lessee under such Lease;
(c) all of Assignor's right, title and interest in and claims under any
and all lease guaranties, letters of credit and any other credit support given
by any guarantor in connection with any of the Leases (individually, a "Lease
Guarantor," collectively, the "Lease Guarantors") to Assignor (individually, a
"Lease Guaranty," collectively, the "Lease Guaranties"); and
(d) all proceeds from the sale or other disposition of the Leases, the
Rents, the Lease Guaranties and the Bankruptcy Claims.
THIS ASSIGNMENT is made pursuant to the terms, conditions and provisions
of that certain Letter of Credit and Reimbursement Agreement, dated as of
February 7, 1991, by and between Assignor and The Bank of Tokyo-Mitsubishi, Ltd.
(formerly known as the Mitsubishi Bank, Limited), acting through its New York
Branch (as heretofore amended or modified and as the same is being assigned and
amended, as of the date hereof, by that certain Assignment and Modification
Agreement, dated as of even date herewith, by and among the Assignor, Assignee
and certain other parties, the "Reimbursement Agreement"). All capitalized terms
used herein, unless otherwise specifically defined herein, shall have the
respective meanings assigned to such terms in the Reimbursement Agreement. The
Reimbursement Amount and all other sums due and payable under the Reimbursement
Agreement and each of the other L/C Documents are collectively referred to
herein as the "Debt."
ASSIGNOR WARRANTS that, except as disclosed in the rent roll for the
Property delivered to and approved by Assignee, (a) Assignor is the sole owner
of the entire lessor's interest in the Leases; (b) the Leases are valid and
enforceable; (c) the terms of all alterations, modifications and amendments to
the Leases are reflected in the certified rent roll delivered to and approved by
Assignee; (d) none of the Rents reserved in the Leases have been assigned or
otherwise pledged or hypothecated (except to Assignee and except for a second
lien interest to GDB which is subordinate to the Assignee's interest); (e) none
of the Rents have been collected for more than one (1) month in advance
(provided that a security deposit shall not be deemed rent collected in
advance); (f) the premises demised under the Leases have been completed and the
tenants under the Leases have accepted the same and have taken possession of the
same on a rent-paying basis except for those premises listed on Exhibit "D"
attached hereto; (g) there exist no offsets or defenses to the payment of any
portion of the Rents; (h) Assignor has received no notice from any tenant
challenging the validity or enforceability of any Lease; (i) there are no
agreements with the tenants under the Leases relating to the Property other than
expressly set forth in each Lease; (j) no Lease contains an option to purchase,
right of first refusal to purchase, or any other similar provision; (k) no
person or entity has any possessory interest in, or right to occupy, the
Property except under and pursuant to a Lease; (l) each Lease is subordinate to
the Mortgage, the Reimbursement Agreement, this Assignment and
the other L/C Documents, either pursuant to its terms, a recorded subordination
agreement or by operation of law; and (m) no brokerage commissions or finders
fees are due and payable regarding any Lease.
ASSIGNOR COVENANTS with Assignee that, except as expressly permitted in
the Reimbursement Agreement, Assignor (a) shall observe and perform all the
obligations imposed upon the lessor under the Leases if the failure to perform
or observe the same would materially and adversely affect the value of the
Property taken as a whole and shall not do or permit to be done anything to
impair the value of the Leases as security for the Debt; (b) shall promptly send
copies to Assignee of all notices of default which Assignor shall send or
receive thereunder; (c) shall enforce in a commercially reasonable manner all of
the terms, covenants and conditions contained in the Leases upon the part of the
lessee thereunder to be observed or performed; (d) shall not collect any of the
Rents more than one (1) month in advance (provided that a security deposit shall
not be deemed rent collected in advance); (e) shall not execute any other
assignment of the lessor's interest in the Leases or the Rents; (f) shall not
(i) materially alter, modify or change the terms of the Leases without the prior
written consent of Assignee, which consent shall not be unreasonably withheld or
delayed if the alteration, modification or change does not materially and
adversely affect the value of the Property taken as a whole and provided further
that such Lease, as altered, modified or changed, is otherwise in compliance
with the requirements of the Reimbursement Agreement, or (ii) cancel or
terminate any Lease (except for defaults thereunder) or accept a surrender
thereof or convey or transfer or suffer or permit a conveyance or transfer of
the Land or of any interest therein so as to effect a merger of the estates and
rights of, or a termination or diminution of the obligations of, lessees
thereunder in each instance without the prior written consent of Assignee; (g)
shall not alter, modify or change the terms of any Lease Guaranty or cancel or
terminate such Lease Guaranty without the prior written consent of Assignee; and
(h) shall not consent to any assignment of or subletting under the Leases not in
accordance with their terms, without the prior written consent of Assignee.
ASSIGNOR FURTHER COVENANTS with Assignee that (a) except as otherwise
consented to by Assignee, all new Leases shall be written on the standard form
of lease approved by Assignee; (b) Assignor shall furnish Assignee with copies
of all executed Leases; (c) no material changes may be made to the
Assignee-approved standard lease without the prior written consent of Assignee;
(d) all proposed Leases and renewals of existing Leases shall be subject to the
prior approval of Assignee except that any renewal of existing Leases in
accordance with the terms of the Existing Leases and any proposed Lease or any
renewal of an existing Lease which (i) is on the Assignee-approved form, subject
only to commercially reasonable variations therefrom, (ii) is negotiated in an
arms-length transaction with a third party not affiliated with Assignor, (iii)
provides for rental rates and terms comparable to existing local market rates,
(iv) is consistent with the current ordinary course of business at the Property,
and (v) does not contain any terms which would materially affect Assignee's
rights hereunder or under the Reimbursement Agreement or the other L/C
Documents, shall not be subject to the prior approval of Assignee; and (e) all
Leases executed
after the date hereof shall provide that they are subordinate to the Mortgage
and that the lessee agrees to attorn to Assignee.
ASSIGNOR FURTHER COVENANTS with Assignee that (a) within ten (10)
Business Days after entering into any new Lease, the Assignor shall (i) provide
Assignee with a copy of such Lease and (ii) promptly execute and deliver to
Assignee a confirmatory written assignment of such Lease together with any
related bond, substantially in the form of Exhibit "C" annexed hereto and made a
part hereof; (b) Assignor will execute and deliver all further instruments and
documents and take all further action that may be necessary or desirable or that
Assignee may reasonably request in order (i) to perfect and protect the lien
purported to be created hereby, (ii) to enable Assignee to exercise and enforce
its rights and remedies hereunder, or (iii) to otherwise effect the purposes of
this Assignment, including, without limitation, executing and delivering such
other documents and taking all further action as may be necessary or desirable
or that Assignee may reasonably request in order to perfect and preserve the
lien purported to be created hereby or to enable Assignee to exercise and
enforce its rights and remedies hereunder.
THIS ASSIGNMENT is made on the following terms, covenants and
conditions:
GENERAL PROVISIONS
1. PRESENT ASSIGNMENT. Assignor does hereby assign to Assignee, as
collateral security for the Debt, all of Assignor's right, title and interest in
all current and future Leases and Rents, Lease Guaranties, and Bankruptcy
Claims. Such assignment to Assignee shall not be construed to bind Assignee to
the performance of any of the covenants, conditions or provisions contained in
any such Lease or otherwise impose any obligation upon Assignee. Assignor agrees
to execute and deliver to Assignee such additional instruments, in form and
substance satisfactory to Assignee, as may hereafter be reasonably requested by
Assignee to further evidence and confirm such assignment. Nevertheless, subject
to the terms of this paragraph 1, until an Event of Default (as defined in the
Reimbursement Agreement), Assignor shall have the right to operate and manage
the Property and to collect the Rents and other sums due under the Lease
Guaranties and Bankruptcy Claims and Assignor shall hold the Rents and all sums
received pursuant to any Lease Guaranty and Bankruptcy Claims, or a portion
thereof sufficient to discharge all current sums due on the Debt, in trust for
the benefit of Assignee for use in the payment of such sums. Upon an Event of
Default, this Assignment shall become an absolute assignment and Assignee shall
immediately be entitled to possession of all Rents and all sums received
pursuant to any Lease Guaranty and Bankruptcy Claims, whether or not Assignee
enters upon or takes control of the Property. Assignee is hereby granted and
assigned by Assignor the right, at its option, upon an Event of Default, to
enter upon the Property in person, by agent or by court-appointed receiver to
collect the Rents and all sums received pursuant to any Lease Guaranty and
Bankruptcy Claims. Any Rents and all sums received pursuant to any Lease
Guaranty and Bankruptcy Claims collected on or after an Event of Default may be
applied toward payment of the Debt in such priority and proportions as Assignee
in its discretion shall deem proper.
2. REMEDIES OF ASSIGNEE. (a) Upon or at any time after an Event of
Default, Assignee may, at its option, without waiving such Event of Default,
without notice and without regard to the adequacy of the security for the Debt,
either in person or by agent, with or without bringing any action or proceeding,
or by a receiver appointed by a court, take possession of the Property and have,
hold, manage, lease and operate the Property on such terms and for such period
of time as Assignee may deem proper and either with or without taking possession
of the Property in its own name, demand, sue for or otherwise collect and
receive all Rents and all sums received pursuant to any Lease Guaranty and
Bankruptcy Claims, including those past due and unpaid with full power to make
from time to time all alterations, renovations, repairs or replacements thereto
or thereof as may seem proper to Assignee and may apply the Rents and all sums
received pursuant to any Lease Guaranty and Bankruptcy Claims to the payment of
the following in such order and proportion as Assignee in its sole discretion
may determine, any law, custom or use to the contrary notwithstanding: (a) all
expenses of managing and securing the Property, including, without being limited
thereto, the salaries, fees and wages of a managing agent and such other
employees or agents as Assignee may deem necessary or desirable and all expenses
of operating and maintaining the Property, including, without being limited
thereto, all taxes, charges, claims, assessments, water charges, sewer rents and
any other liens, and premiums for all insurance which Assignee may deem
necessary or desirable, and the cost of all alterations, renovations, repairs or
replacements, and all expenses incident to taking and retaining possession of
the Property; and (b) the Debt, together with all costs and reasonable
attorneys' fees and disbursements. In addition to the rights which Assignee may
have herein, upon the occurrence of an Event of Default, Assignee, at its
option, may require Assignor to vacate and surrender possession of the Property
to Assignee or to such receiver and, in default thereof, Assignor may be evicted
by summary proceedings or otherwise. For purposes of this paragraph 2, Assignor
grants to Assignee its irrevocable power of attorney, coupled with an interest,
to take any and all of the aforementioned actions and any or all other actions
designated by Assignee for the proper management and preservation of the
Property. The exercise by Assignee of the option granted it in this paragraph 2
and the collection of the Rents and all sums received pursuant to any Lease
Guaranty and Bankruptcy Claims and the application thereof as herein provided
shall not be considered a waiver by Assignee of any default by Assignor under
the Reimbursement Agreement, this Assignment or the other L/C Documents.
(b) Upon or at any time after the occurrence of an Event of Default,
Assignee shall have the right in its own name or in the name of Assignor in
respect of any claim, suit, action or proceeding relating to the rejection of
any Lease, including, without limitation, the right to file and prosecute, to
the exclusion of Assignor, any proofs of claim, complaints, motions,
applications, notices and other documents, in any case in respect of the lessee
under such Lease under the Bankruptcy Code.
(c) If there shall be filed by or against Assignor a petition under the
Bankruptcy Code, and Assignor, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Assignor shall give Assignee not less than ten (10) days' prior notice of the
date on which Assignor shall apply to the bankruptcy court for authority to
reject the
Lease. Assignee shall have the right, but not the obligation, to serve upon
Assignor within such ten-day period a notice stating that (i) Assignee demands
that Assignor assume and assign the Lease to Assignee pursuant to Section 365 of
the Bankruptcy Code and (ii) Assignee covenants to cure or provide adequate
assurance of future performance under the Lease. If Assignee serves upon
Assignor the notice described in the preceding sentence, Assignor shall not seek
to reject the Lease and shall comply with the demand provided for in clause (i)
of the preceding sentence within thirty (30) days after the notice shall have
been given, subject to the performance by Assignee of the covenant provided for
in clause (ii) of the preceding sentence.
3. NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss
sustained by Assignor resulting from Assignee's failure to let the Property
after an Event of Default or from any other act or omission of Assignee in
managing the Property after default unless such loss is caused by the willful
misconduct, gross negligence or bad faith of Assignee. Assignee shall not be
obligated to perform or discharge any obligation, duty or liability under the
Leases or under or by reason of this Assignment and Assignor shall, and hereby
agrees, to indemnify Assignee for, and to hold Assignee harmless from, any and
all liability, loss or damage which may or might be incurred under the Leases or
under or by reason of this Assignment and from any and all claims and demands
whatsoever, including the defense of any such claims or demands which may be
asserted against Assignee by reason of any alleged obligations and undertakings
on its part to perform or discharge any of the terms, covenants or agreements
contained in the Leases. Should Assignee incur any such liability, the amount
thereof, including costs, expenses and reasonable attorneys' fees and
disbursements, together with interest thereon at the Default Rate (as defined in
the Reimbursement Agreement) shall be secured hereby and by the L/C Documents
and Assignor shall reimburse Assignee therefor immediately upon demand and upon
the failure of Assignor so to do Assignee may, at its option, declare all sums
secured hereby and the other L/C Documents immediately due and payable. This
Assignment shall not operate to place any obligation or liability for the
control, care, management or repair of the Property upon Assignee, nor for the
carrying out of any of the terms and conditions of the Leases; nor shall it
operate to make Assignee responsible or liable for any waste committed on the
Property by the tenants or any other parties, or for any dangerous or defective
condition of the Property, including, without limitation, the presence of any
Hazardous Substances (as defined in the New Environmental Indemnity), or for any
negligence in the management, upkeep, repair or control of the Property
resulting in loss or injury or death to any tenant, licensee, employee or
stranger.
4. NOTICE TO LESSEES. Assignor hereby authorizes and directs the lessees
named in the Leases or any other or future lessees or occupants of the Property
upon receipt from Assignee of written notice to the effect that Assignee is then
the holder of the Reimbursement Obligations and that an Event of Default exists
under the Reimbursement Agreement or under this Assignment, or the other L/C
Documents, to pay over to Assignee all Rents and all sums under any Lease
Guaranty and to continue so to do until otherwise notified by Assignee. Assignor
hereby agrees that each such lessee and any other or future lessee and occupant
may rely upon such written notice from Assignee to so pay the Rents and other
sums without any inquiry into whether there exists a default hereunder
or under the Reimbursement Agreement or the other L/C Documents or whether
Assignee is otherwise entitled to the Rents and other sums. Assignor hereby
waives any right, claim or demand which Assignor may now or hereafter have
against any present or future lessee or occupant by reason of such payment of
Rents and other sums to Assignee, and any such payment shall discharge such
lessee's or occupant's obligation to make such payment to Assignor. Assignor
hereby agrees that within thirty (30) days of execution of this Assignment and
within ten (10) Business Days after entering into any future Lease, it shall
provide all lessees named in the Leases or any other future lessees or occupants
of the Property written notice of this Assignment in the form attached hereto as
Exhibit "E" by mailing said written notice by certified mail, return receipt
requested, to such Lessees or occupants and providing Assignee with evidence of
receipt of said written notice.
5. OTHER SECURITY. Assignee may take or release other security for the
payment of the Debt, may release any party primarily or secondarily liable
therefor, may grant extensions, renewals or indulgences with respect thereto and
may apply any other security held by it to the reduction or satisfaction of the
Debt without prejudice to any of its rights under this Assignment.
6. OTHER REMEDIES. Nothing contained in this Assignment and no act done
or omitted by Assignee pursuant to the power and rights granted to Assignee
hereunder shall be deemed to be a waiver by Assignee of its rights and remedies
under the Reimbursement Agreement or the other L/C Documents and this Assignment
is made and accepted without prejudice to any of the rights and remedies
possessed by Assignee under the terms thereof. The right of Assignee to collect
the Debt and to enforce any other security therefor held by it may be exercised
by Assignee either prior to, simultaneously with, or subsequent to any action
taken by it hereunder.
7. NO MORTGAGEE IN POSSESSION. Nothing herein contained shall be
construed as constituting Assignee a "mortgagee in possession" in the absence of
the taking of actual possession of the Property by Assignee. In the exercise of
the powers herein granted Assignee, no liability shall be asserted or enforced
against Assignee (other than for gross negligence, bad faith or intentional
misconduct), all such liability being expressly waived and released by Assignor
and Assignee shall be obligated to account only for such Rents as are actually
collected or received by Assignee.
8. INCORPORATION; CONFLICT OF TERMS. All terms, conditions and
provisions of Exhibit D to the Reimbursement Agreement (prior to the
substitution of such exhibit as provided in the Modification Agreement) are
incorporated herein by reference as if fully set forth herein. In the event of a
conflict between the terms of such Exhibit D and the terms of this Assignment,
the terms of the document which shall enlarge the rights or remedies of
Assignee, grant to Assignee greater financial security, or better insure the
payment and performance in full of the Debt, shall control. Whenever possible,
the provisions of this Assignment shall be deemed supplemental to and not in
derogation of the other L/C Documents.
9. NO ORAL CHANGE. This Assignment and any provisions hereof may not be
modified, amended, waived, extended, changed, discharged or terminated orally,
or by any act or failure to act on the part of Assignor or Assignee, but only by
an agreement in writing signed by the party against whom the enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.
10. CERTAIN DEFINITIONS. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this
Assignment may be used interchangeably in singular or plural form and the word
"Assignor" shall mean "each Assignor and any subsequent owner or owners of the
Property or any part thereof or interest therein," the word "Assignee" shall
mean "Assignee and any subsequent holder of the Reimbursement Obligations," the
word "person" shall include an individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, and any other
entity, the words "Property" shall include any portion of the Property and any
interest therein; whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice versa.
11. NON-WAIVER. The failure of Assignee to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this Assignment. Assignor shall not be relieved of Assignor's obligations
hereunder by reason of (i) failure of Assignee to comply with any request of
Assignor or any other party to take any action to enforce any of the provisions
hereof, or of the Reimbursement Agreement, or the other L/C Documents, (ii) the
release regardless of consideration, of the whole or any part of the Property,
or (iii) any agreement or stipulation by Assignee extending the time of payment
or otherwise modifying or supplementing the terms of this Assignment, the
Reimbursement Agreement, or the other L/C Documents. Assignee may resort for the
payment of the Debt to any other security held by Assignee in such order and
manner as Assignee, in its discretion, may elect. Assignee may take any action
to recover the Debt, or any portion thereof, or to enforce any covenant hereof
without prejudice to the right of Assignee thereafter to enforce its rights
under this Assignment. The rights of Assignee under this Assignment shall be
separate, distinct and cumulative and none shall be given effect to the
exclusion of the others. No act of Assignee shall be construed as an election to
proceed under any one provision herein to the exclusion of any other provision.
12. INAPPLICABLE PROVISIONS. If any term, covenant or condition of this
Assignment is held to be invalid, illegal or unenforceable in any respect, this
Assignment shall be construed without such provision.
13. DUPLICATE ORIGINALS. This Assignment may be executed in any number
of duplicate originals and each such duplicate original shall be deemed to be an
original.
14. GOVERNING LAW. This Assignment shall be governed and construed in
accordance with the laws of the Commonwealth of Puerto Rico without regard to
the principles of conflicts of laws.
15. TERMINATION OF ASSIGNMENT. Upon payment in full of the Debt and the
delivery of the Note to Assignor, this Assignment shall become and be void and
of no effect.
16. TRANSFER BY ASSIGNEE. No consent by Assignor shall be required for
any assignment or reassignment of the rights of Assignee under this Assignment.
All references to "Assignee" hereunder shall be deemed to include the assigns of
Assignee.
17. EXCULPATION. Notwithstanding anything to the contrary contained in
this Assignment, the liability of any general partner of Assignor to pay the
Debt and for the performance of the other agreements, covenants and obligations
contained herein and in the Reimbursement Agreement, and the other L/C Documents
shall be limited as set forth in Section 14(t) of the Reimbursement Agreement.
18. NOTICES. All notices or other written communications hereunder shall
be given and become effective as provided in the Reimbursement Agreement.
THIS ASSIGNMENT, together with the covenants and warranties therein
contained, shall inure to the benefit of Assignee and any subsequent holder of
the Reimbursement Obligations and shall be binding upon Assignor, its successors
and assigns and any subsequent owner of the Property.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK]
IN WITNESS WHEREOF, Assignor has executed this instrument the day and
year first above written.
EL CONQUISTADOR PARTNERSHIP L.P., a Delaware
limited partnership
By: Conquistador Holding, Inc., a Delaware corporation,
its general partner
By: /s/ Larry M. Vitale
-----------------------------------
Larry M. Vitale
Vice President
STATE OF FLORIDA )
) ss.
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 2nd day of
August, 1998, by Larry M. Vitale, as Vice President of Conquistador Holding,
Inc., a Delaware corporation, a general partner of El CONQUISTADOR PARTNERSHIP
L.P., a Delaware limited partnership, on behalf of said corporation, on behalf
of said limited partnership. He is personally known to me or has produced a
driver's license as identification.
/s/ Olga L. Duque
--------------------------------
Notary Public
My commission expires:
- ----------------------
EXHIBIT "A"
[Property Description]
EXHIBIT "B"
[Leases and Other Agreements]
EXHIBIT "C"
[Letterhead of Assignor]
[DATE]
[Assignee's Name
and Address]
Gentlemen:
The Leases listed in Annex A attached to this letter, copies of which
Leases, bonds and guarantees and any related bond or guarantee are also attached
hereto, are hereby assigned to you pursuant to the Assignment of Leases and
Rents dated as of August 3, 1998 by the undersigned in favor of Citicorp Real
Estate, Inc., its successors and assigns (the "Assignment Agreement"). All of
the terms and conditions of the Assignment Agreement are incorporated herein by
reference as if fully set forth herein.
I hereby certify that the attached copies of the Leases are true and
complete copies thereof and that such Leases are not subject to any prior lien
other than the lien created by the Assignment Agreement.
Very truly yours,
EL CONQUISTADOR PARTNERSHIP L.P., a
Delaware limited partnership
By: Conquistador Holding, Inc., a Delaware
corporation, its general partner
By:___________________________
Name:
Title:
EXHIBIT "D"
[List of Incomplete Premises]
NONE
EXHIBIT "E"
[Form of Notice to Lessee]
[DATE]
[NAME AND ADDRESS OF CONCESSIONAL OR LESSEE]
Attention:
Re: [CONCESSION OR LEASE INFORMATION]
Dear Sirs:
Please take notice that all right, title and interest of EL CONQUISTADOR
PARTNERSHIP L.P., as lessor under the [CONCESSION/LEASE] Agreement described
above, have been assigned as collateral security to CITICORP REAL ESTATE, INC.,
as assignee, pursuant to an Assignment of Leases and Rents dated as of August 3,
1998. You may continue to make all payments under the Lease Agreement to EL
CONQUISTADOR PARTNERSHIP L.P. until you otherwise receive notice from CITICORP
REAL ESTATE, INC. that payment should thereafter be made as set forth in said
notice.
By executing in the spaces provided below in this document you hereby
acknowledge the assignment hereby notified.
EL CONQUISTADOR
PARTNERSHIP L.P., a Delaware
limited partnership
By: Conquistador Holding, Inc., a
Delaware corporation, its
general partner
By:___________________________
Name:
Title: