AMENDMENT TO PLACEMENT AGREEMENT BETWEEN
ROYAL ALOHA DEVELOPMENT COMPANY AND
FIRST FINANCIAL EQUITY CORPORATION
THIS AMENDMENT (the "Amendment"), made and entered into this 28th day
of May, 1998, amends that certain Placement Agreement (the "Placement
Agreement") by and between Royal Aloha Development Company (the "Company") and
First Financial Equity Corporation (the "Placement Agent"), entered into as of
March 20, 1998.
R E C I T A L S
WHEREAS, the parties have entered into the Placement Agreement where by
the Placement Agent is to act as the Company's Agent to offer for sale for the
Company's account (the "Offering") up to $9,200,000 of Subordinated Notes of the
Company (the "Notes") in Arizona and Texas; and
WHEREAS, the National Association of Securities Dealers (the "NASD")
has reviewed the Placement Agreement and has requested that the parties modify
certain terms of the Placement Agreement.
NOW, THEREFORE, in consideration of the premises, the parties hereby
agree to amend the Placement Agreement as follows:
1. Paragraph 2.3 of the Placement Agreement is amended to read as
follows:
2.3 All funds collected by Placement Agent
from prospective purchasers of the Notes must be deposited in
an escrow account maintained by U.S. Bank Trust National
Association, as escrow agent. Subscribers checks will be made
payable to U.S Bank Trust National Association. The Placement
Agent shall transmit such checks directly to the escrow agent
by noon of the next business day after receipt. The commission
payable by the Company to the Placement Agent will be paid out
of the escrow account immediately after Closing. If Closing
does not occur by the end of the Offering Period, amounts
deposited in the escrow account will be returned to investors,
and the Company will reimburse the Placement Agent only for
its actual accountable out-of- pocket expenses, pursuant to
NASD rules. Payment of the commission and delivery of and
payment for the Notes shall take place at the office of Xxxxx
and Roca, Phoenix, Arizona (or at any other place designated
by agreement between Placement Agent and the Company) at such
time and date as Placement Agent and the Company may agree
upon in writing. Such time and date of payment and deliver
(the "Closing Date") shall be not later than 270 days after
the Commencement Date.
2. A new Paragraph, numbered 3.4, shall be inserted immediately
following paragraph 3.3, and reads as follows:
3.4 Placement Agreement agrees that it will not
sell an aggregate amount of Notes in excess of $2,500,000 in
Texas without prior written notification to the Company.
3. This Amendment may be signed in counterparts by the respective
parties.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
date first written above.
ROYAL ALOHA DEVELOPMENT COMPANY
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx, President
FIRST FINANCIAL EQUITY CORPORATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
Its: Principal
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