(PAGE) AMENDMENT TO CONTROL TRANSFER AGREEMENT
This Amendment to Control Transfer Agreement (this
"Amendment"), dated as of March 25, 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 (the
"Agreement"); and
WHEREAS, the parties hereto now wish to amend Sections
4, 5 and 6 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 4, 5 and 6 of the Agreement are
hereby amended and restated in their entirety as follows:
4. Assignment of Master Support Agreement. Effective
as of October 1, 1996, IBC assumed certain obligations of IGC
under that certain Master Services and Support Agreement between
IGC and Equus dated as of December 9, 1994 (the "Support
Agreement") with respect to the provision of accounting services
to Equus. Equus hereby consents to such assumption and confirms
payment to IBC of $5,000 for such services provided during the
third quarter of 1996 and $1,000 per month thereafter. IBC shall
continue to provide such accounting services for the remaining
term of the Support Agreement.
5. Unit Transfers to Fund Employee Benefits. IGC,
Equus and EMC hereby amend that certain Distribution Agreement
dated as of August, 1994 to reduce by 50,000 the number of Equus
Units that Equus is obligated to deliver to IGC from time to time
to fund employee benefit obligations of IGC (the "Relinquished
Units"). IGC hereby transfers and conveys to Equus 75,000 Class
A Limited Partnership Units of IGC (the "Reserved Units"). Equus
shall offer the Transferred Employees unit incentive awards
("Replacement Awards") that will provide benefits substantially
equivalent to incentive compensation awards issued to such
Transferred Employees by IGC and until Equus' obligations with
such Replacement Awards have been satisfied, Equus shall use the
(PAGE)
Relinquished Units and the Reserved Units solely to satisfy
obligations under such Replacement Awards. IGC is issuing the
Reserved Units to Equus without registration under the Securities
Act of 1933. The Unit certificate evidencing the Reserved Units
shall bear the following legend:
Transfer of the Units represented by this
certificate are subject to certain
restrictions in accordance with that certain
Control Transfer Agreement dated as of
December 31, 1996 as it may be amended from
time to time. The Units represented by this
certificate have not been registered under
the Securities Act of 1933. Such Units have
been acquired for investment and may not be
pledged, offered, sold or transferred except
in compliance with the registration
requirements of the Securities Act of 1933 or
an exemption therefrom, or upon delivery to
Interstate General Company L.P. ("IGC"), if
requested, of an opinion of counsel, in form
and substance reasonably satisfactory to IGC,
that registration under such Act is not
required.
The Replacement Awards will include an option granted to Xxxxxx
Xxxx to purchase up to 20,000 Reserved Units for an exercise
price of $4.00 per Unit (the "Drew Option"). In the event that
the Drew Option, or any portion thereof, is exercised, Equus
shall deliver the option price received by Equus to IGC within
five (5) business days of its receipt thereof. In the event that
the Drew Option lapses without being fully exercised, Equus shall
return to IGC within (5) business days of such lapse the number
of Units for which the Drew Option remained exercisable upon the
date of its lapse. Equus shall not reduce the exercise price of
the Drew Option without the written consent of IGC.
6. Assignment of HDA Management Agreement. IGP hereby
assigns to EMC all rights, and EMC hereby assumes from IGP all
obligations under that certain Amended and Restated Management
Agreement dated December 15, 1993 by and between IGP and HDA (the
"HDA Management Agreement"). IGP shall provide EMC office space
and office equipment and supplies (including telecommunications
equipment and services) suitable to permit EMC to perform the
obligations assumed under the HDA Management Agreement. EMC
shall reimburse IGP for its direct costs incurred in providing
such administrative support. The terms of this Section shall be
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effective retroactively to August 16, 1996.
2. Effectiveness of Amendment. This Amendment 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.
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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/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
EQUUS GAMING COMPANY L.P.
By: Equus Management Company,
its managing general partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
INTERSTATE BUSINESS CORPORATION
By: /s/ Xxxxx Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx Xxxxxx
Title: President
EQUUS MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: 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/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: 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/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President
