MANAGEMENT AGREEMENT SUBORDINATION AND ATTORNMENT AGREEMENTManagement Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
LOAN AGREEMENT BY AND BETWEENLoan Agreement • February 28th, 1997 • WMS Hotel Corp
RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of _____, 1997 (the "Agreement"), between WMS Hotel Corporation, a Delaware corporation (the "Company"), and The Bank of New York (the "Rights Agent"). W I T N E S S E T H : WHEREAS, the Board of Directors...Rights Agreement • February 28th, 1997 • WMS Hotel Corp • New York
RECITALSLoan Agreement • February 28th, 1997 • WMS Hotel Corp
GUARANTYGuaranty • February 28th, 1997 • WMS Hotel Corp • New York
WILLIAMS HOSPITALITY MANAGEMENT CORPORATION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AGREEMENT made as of this 30th day of April, 1992, by and among WMS HOTEL CORPORATION ("WMS"), a Delaware corporation having its principal offices at 3401 North...Stockholders Agreement • February 28th, 1997 • WMS Hotel Corp • New York
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 28th, 1997 • WMS Hotel Corp • New York
TRUST AGREEMENTTrust Agreement • February 28th, 1997 • WMS Hotel Corp
SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT, dated August 30, 1988, among WILLIAMS HOSPITALITY MANAGEMENT CORP., a corporation organized and existing under the laws of Delaware ("Williams"); POSADAS DE PUERTO RICO ASSOCIATES, INCORPORATED, a...Subordination Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
U.S. $8,750,000.00 LOAN AGREEMENT Dated as of October 21, 1993 between EL CONQUISTADOR PARTNERSHIP L.P. as BorrowerLoan Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
CREDIT AGREEMENT This Credit Agreement dated as of January 20th, 1993, between POSADAS DE SAN JUAN ASSOCIATES, a New York partnership engaged in business in the Commonwealth of Puerto Rico (the "Borrower") and THE BANK OF NOVA SCOTIA, a Canadian...Credit Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
POSADAS DE PUERTO RICO ASSOCIATES, INCORPORATED STOCKHOLDERS' AGREEMENT AGREEMENT made this 23rd day of September, 1983, by and among WILLIAMS HOTEL CORPORATION ("Williams"), a Delaware corporation having its principal offices at 767 Fifth Avenue, New...Stockholders' Agreement • February 28th, 1997 • WMS Hotel Corp • New York
CREDIT FACILITY AGREEMENT BY AND BETWEEN THE GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICOCredit Facility Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
PUT OPTION AGREEMENTPut Option Agreement • February 28th, 1997 • WMS Hotel Corp • New York
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Dated as of February 7, 1991Letter of Credit and Reimbursement Agreement • February 28th, 1997 • WMS Hotel Corp • New York
NUMBER FIFTEEN DEED OF LEASEDeed of Lease • February 28th, 1997 • WMS Hotel Corp • New York
COLLATERAL PLEDGE AGREEMENT This COLLATERAL PLEDGE AGREEMENT ("this Agreement") dated as of February 7, 1991, by and among EL CONQUISTADOR PARTNERSHIP L.P., a Delaware limited partnership (the "Borrower"), PUERTO RICO INDUSTRIAL, MEDICAL, EDUCATIONAL...Collateral Pledge Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
GUARANTY OF PAYMENT AND PERFORMANCE The undersigned, Mr. Burton I. Koffman, also known as Burton Irving Koffman, of legal age, married, a business executive and resident of Binghamton, New York, and Richard Edward Koffman, of legal age, married, a...Guaranty of Payment and Performance • February 28th, 1997 • WMS Hotel Corp
The undersigned, Mr. Burton I. Koffman, also known as Burton Irving Koffman, of legal age, married, a business executive and resident of Binghamton, New York, and Richard Edward Koffman, of legal age, married, a business executive and resident of New York, New York, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and to induce Posadas de Puerto Rico Associates, Inc., d/b/a Condado Plaza Hotel & Casino, a corporation organized and existing under the laws of the State of Delaware, United States of America ("Posadas") to enter into a Deed of Subordination of its lease (the "Lease") executed on September 23, 1983 before Notary Public Eugenio Otero Silva, with Posadas de Flamboyan Associates, L.P., a limited partnership organized and existing under the laws of the State of New York, United States of America ("Flamboyan"), in favor of a mortgage constituted by deed no. two executed on the 5th day of May, 1995 before Notary Public Thelma Rivera
CORPORATE GUARANTYCorporate Guaranty • February 28th, 1997 • WMS Hotel Corp
This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). Nothing herein shall require GECCPR to first seek or exhaust any remedy against the Customer, its successors and assigns, or any other person obligated with respect to the Obligations, or to first foreclose, exhaust or otherwise proceed against any equipment, collateral or security which may be given in connection with the Obligations. It is agreed that GECCPR may, upon any breach or default of the Customer, or at any time thereafter, make demand upon the undersigned and receive payment and performance of any of the Obligations which are guaranteed hereby, with or without notice or demand for payment or performance by the Customer, its successors or assigns, or any other person. Nevertheless,
EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Dated January 12, 1990 EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Table of ContentsVenture Agreement • February 28th, 1997 • WMS Hotel Corp • Delaware
OPERATING AND MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 23rd day of September, 1983, by and between POSADAS DE PUERTO RICO ASSOCIATES, INCORPORATED, a Delaware corporation ("Owner"), and POSADAS DE AMERICA CENTRAL, INC., a Delaware...Operating and Management Agreement • February 28th, 1997 • WMS Hotel Corp • New York
FIRST AMENDMENT TO GDB LOAN AGREEMENT This Amendment Agreement ("the Amendment Agreement"), entered into this 5th day of May, 1992, by and between: THE GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO, (hereinafter the "GDB"), a banking institution of the...Loan Agreement • February 28th, 1997 • WMS Hotel Corp
EL CONQUISTADOR PARTNERSHIP L.P. DEVELOPMENT SERVICES AND MANAGEMENT AGREEMENT DATED JANUARY 12, 1990 EL CONQUISTADOR PARTNERSHIP L.P DEVELOPMENT SERVICES AND MANAGEMENT AGREEMENT TABLE OF CONTENTS -----------------Development Services and Management Agreement • February 28th, 1997 • WMS Hotel Corp • Delaware
BEFORE MEDeed of Mortgage • February 28th, 1997 • WMS Hotel Corp
APPEARDeed of Leasehold Mortgage • February 28th, 1997 • WMS Hotel Corp
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 28th, 1997 • WMS Hotel Corp • Delaware
EMPLOYMENT AGREEMENT AGREEMENT made as of the 27th day of October, 1996 by and between WILLIAMS HOSPITALITY GROUP INC., a Delaware corporation (the "Company") with its principal place of business at c/o El San Juan Hotel & Casino, 6063 East Isla Verde...Employment Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
PARTNERSHIP LOAN AGREEMENT Agreement made as of this 5th day of May, 1992 by and among KUMAGAI CARIBBEAN, INC. ("KGC"), a Delaware corporation, and WKA El Con Associates ("WKA"), a New York partnership (KGC and WKA are referred to herein as the...Partnership Loan Agreement • February 28th, 1997 • WMS Hotel Corp • Puerto Rico
