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 Government of the Commonwealth of Puerto
Rico, created by Act 17, enacted on September 23, 1948, with principal offices
in San Xxxx, Puerto Rico, represented herein by its Executive Vice President,
Xx. Xxxxx Xxxxxxxx Carrucini, of legal age, married, bank executive and resident
of San Xxxx, Puerto Rico; and
EL CONQUISTADOR PARTNERSHIP L.P. (hereinafter the "BORROWER"), a
limited partnership organized and existing under the laws of the state of
Delaware, duly qualified and authorized to do business in and within the
Commonwealth of Puerto Rico, herein represented by its partners, WKA EL CON
ASSOCIATES, a partnership organized and existing under the laws of the State of
New York, duly qualified and authorized to do business in and within the
Commonwealth of Puerto Rico, herein represented by its General Partner, Xx. Xxxx
Xxxxxxx, of legal age, business executive and resident of San Xxxx, Puerto Rico;
and KUMAGAI CARIBBEAN, INC., a corporation organized and existing under the laws
of the State of Texas, duly qualified and authorized to do business in and
within the Commonwealth of Puerto Rico, represented herein by its President, Xx.
Xxxxxxxx Xxxxxx, of legal age and resident of San Xxxx, Puerto Rico (hereinafter
collectively the "PARTNERS").
WITNESSETH
WHEREAS, GDB and Borrower on the 7th day of February, 1991 executed a
Loan Agreement (the "GDB Loan Agreement") in the principal amount of TWENTY FIVE
MILLION DOLLARS (U.S. $25,000,000) to be used for financing part of the
Improvements; and
WHEREAS, under Paragraph 4.3 of the GDB Loan Agreement, Borrower is
required to deposit certain funds in an escrow fund for the benefit of GDB; and
WHEREAS, GDB and Borrower have agreed to amend the GDB Loan Agreement
to provide that the amount deposited under the GDB Escrow Agreement may be
applied to satisfy accrued but unpaid interest under the GDB Loan Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The GDB Loan Agreement is, in accordance with Paragraph 11.7
thereof, hereby amended by revising paragraph 4.3(f) to read as follows:
"(f) Amounts in the GDB Escrow may be paid out as follows:
(i) The Borrower may, at any time after the payment
or the maturity of the loan under the Bank Loan Documents, use amounts
in the GDB Escrow to prepay the outstanding principal amount of the GDB
Loan;
(ii) On the Maturity Date, any amounts in the GDB
Escrow shall be applied to the payment of all amounts due under the GDB
Loan; and
(iii) If, in any calendar month, Borrower has paid
all interest and other fees due under the Bank Loan Documents on a
current basis through and including the
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15th day of such month, any amount in the GDB Escrow shall be applied,
on the last day of such calendar month, to the payment interest that
has accrued and is due but unpaid under the GDB Loan."
2. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the GDB Loan Agreement.
3. GDB acknowledges that the amount of Deficiency Loans available to
the Borrowers has been reduced to $14,000,000 pursuant to the First Amendment,
of even date herewith, to the Letter of Credit and Reimbursement Agreement dated
February 7, 1991, between the Partnership and the Bank. All references in
Paragraph 8.22 of the GDB Loan Agreement to $20,000,000 are hereby revised to
$14,000,000, and the provision containing clauses (a) and (b) in the first
sentence of Paragraph 8.22 is hereby deleted.
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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
EL CONQUISTADOR PARTNERSHIP L.P. GOVERNMENT DEVELOPMENT BANK
FOR PUERTO RICO
By: WKA EL CON ASSOCIATES By:/s/
Its General Partner --------------------------------------
Xxxxx Xxxxxxxx Xxxxxxxxx
Itself by: /s/
------------------------
Xxxx X. Xxxxxxx
Authorized Signatory
By: KUMAGAI CARIBBEAN, INC.
Its General Partner
Itself by: /s/
-------------------------
Shunsuke Nakane
President
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