(PAGE) 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
(PAGE)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 o9f the date first above
written.
(PAGE)
INTERSTATE GENERAL COMPANY L.P.
By: Interstate General Management
Corporation, its managing general
partner
By: /s/ Xxxxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Executive Vice President
EQUUS GAMING COMPANY L.P.
By: Equus Management Company,
its managing general partner
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
INTERSTATE BUSINESS CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Assistant Secretary
EQUUS MANAGEMENT COMPANY
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
(PAGE) 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/ Xxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxx
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/ Xxxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Executive Vice President
