EXHIBIT 4(qqq)
Letter of compliance waiver from German American Capital Corporation
to CRIIMI MAE Inc.
GERMAN AMERICAN CAPITAL CORPORATION
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
September 19, 1995
CRIIMI MAE, Inc.
The CRI Building
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
RE: Committed Master Repurcase Agreement dated as of January 23, 1995 between
CRIIMI MAE Inc. ("CRIIMI") and German American Capital Corporation
("GACC"), as amended (the "GNMA Facility"), the commitment letter, dated
January 19, 1995 from GACC to CRIIMI with respect to the GNMA Facility (the
"GNMA Facility Commitment Letter"), the Committed Master Repurchase
Agreement Governing Purchases and Sales of Participation Certificates dated
as of January 23, 1995 between CRIIMI and GACC (the "FHA Facility") and the
commitment letter, dated January 19, 1995 from GACC to CRIIMI with respect
to the FHA Facility (the "FHA Facility Commitment Letter")(collectively,
the GNMA Facility and the FHA Facility being referred to hereinafter as the
"Facilities"; the GNMA Facility Commitment Letter and the FHA Commitment
Letter, the "Commitment Letters" and the Facilities and the Commitment
Letters, the "Documents").
Ladies and Gentlemen:
Reference is made to the documents and your letters to us dated August 18, 1995
ad September 12, 1995.
We agree to waive from August 30, 1995 until November 1, 1995 compliance by
CRIIMI with respect to Section 13()(xv) of the Facilities in order to eprmit
CRIIMI to pledge stock of CRI Liquidating REIt, Inc. in order to use a working
capital line with Xxxxx National Bank. We also consent to the pledge by CRIIMI
of the assets (aggregating approximately $470,000,000) and the related
incurrence of debt necessary to complete the issuance of a Collateralized
Mortgage Obligation ("CMO") and a Funding Note with FHLMC, which Funding Note
secures Structured Pass-Through Securities of FHLMC, the closing of which
transactions are expected to occur by October 13, 1995. GACC also consents to
the pledge of GNMA Securities and Participation Certificates representing 100%
interests in FHA insured Mortgage Loans, aggregating approximately $230,000,000.
With respect to the CMO and the Funding Note, GACC waives compliance by CRIIMI
with Section 13(a)(xv) of the Facilities for the duration of these financings,
such waiver not to be revoked by GACC absent mutual consent of CRIIMI and GACC.
These waivers are made only for the purposes and periods stated and are made
without prejudice to GACC's other rights under the Documents.
Upon receipt of the enclosed duplicate copy of this letter agreement, duly
executed by XXXXXX, the Documents shall be amended as follows:
1. Subclause (iii) in the exclusionary parenthetical in Section 13(a)(xv) of
each of the Facilities is amended by replacing the figure "$100 million"
with the figure "$200 million."
2. Section 3(f) of the FHA Facility is amended by the addition of the
following text at the end thereof:
"Notwithstanding the foregoing, prior to the Repurchase Date set forth on
the applicable Confirmation, Seller has the right in its sole discretion to
repurchase Purchased PCs subject to a Transaction on any date that is not a
Reset Date, provided, however, that on such early repurchase date, Seller
shall indemnify and hold Buyer harmless for any funding losses occasioned
by such early repurchase, such losses being determined by Buyer in its sole
discretion in accordance with its customary practices and provided to
Seller in advance in writing, provided, however, that if at such xxxx
Xxxxxx proposes to transfer Substituted Securities of like or greater
amount to the Purchased PCs proposed to be Repurchased, no funding loss
shall be deemed to occur. Upon such repurchase and indemnification, the
related Transaction shall terminate and the Facility Amount available for
future Transactions shall be reinstated accordingly.
Section 3(c) notwithstanding, upon receipt by the Buyer of at least three
(3) Business Days notice to Buyer prior to a proposed Purchase Date, Seller
may advise Buyer of a Transaction in an amount not exceeding such
reinstated amount."
3. Section 3(f) of the GNMA Facility is amended by the addition of the
following text at the ed thereof:
"Notwithstanding the foregoing, prior to the Repurchase Date set forth on
the applicable Confirmation, Seller has the right tin its sole discretion
to repurchase Purchased Securities subject to a Transaction on any date
that is not a Reset Date, provided, however, that on such early repurchase
date, Seller shall indemnify and hold Buyer harmless for any funding losses
occasioned by such early repurchase, such losses being determined by Buyer
in its sole discretion in accordance with its customary practices and
provided to Seller in advance in writing, provided, however, that if at
such xxxx Xxxxxx proposes to transfer Substituted Securities of like or
greater amount to the Purchased Securities proposed to be Repurchased, no
funding loss shall be deemed to occur. Upon such repurchase and
indemnification, the related Transaction shall terminate and the Facility
Amount available for future Transactions shall be reinstated accordingly.
Section 3(c) notwithstanding, upon at least three (3) Business Days notice
to Buyer prior to a proposed Purchase Date, Seller may advise Buyer of a
Transaction in an amount not exceeding such reinstated amount."
4. The Minimum Balance requirement in each of the Commitment Letters is hereby
deleted.
This letter agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York, without reference to
principles of conflicts of law.
Please return an executed copy of this letter, whereupon the Documents shall be
amended as provided above as of the date hereof.
Very truly yours,
GERMAN AMERICAN CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxx
------------------- -------------------
Xxxx Xxxxxxx Xxxxxxxx Xxxx
Title: Vice President Title: Authorized Signatory
Agreed and Accepted to:
CRIIMI MAE INC.
By: /s/ Xxx X. Xxxxx
---------------------
Xxx X. Xxxxx
Title: Executive Vice President
