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EXHIBIT 10.68
Nomura Asset Capital Corporation
2 World Xxxxxxxxx Xxxxxx
Xxxxxxxx X
Xxx Xxxx, Xxx Xxxx 00000
As of June 26, 1997
Ambassador II, L.P.
c/o Ambassador Apartments, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to that certain Note Agreement dated as of June 22, 1997
(the "Note Agreement") between Nomura Asset Capital Corporation (the "Lender")
and Ambassador II, L.P. (the "Borrower"). Any capitalized term not defined
herein shall have the meaning assigned to such term in the Note Agreement.
The Lender and the Borrower hereby agree to amend the Note Agreement as
follows:
Section 1. Notwithstanding any terms, requirements or conditions contained
in the Note Agreement to the contrary, the Lender shall make a Mortgage Loan in
the principal amount of $20,703,000 to the Borrower on June 27, 1997 (the "June
27th Mortgage Loan"), provided that the Lender receives the following on or
before June 27, 1997:
(a) a facsimile counterpart of this letter agreement executed
by the Borrower;
(b) a facsimile copy of the executed deeds (the "Deeds")
transferring to the Borrower fee title to the following properties (i) the
Cedar Creek Property and (ii) Park Colony Apartments, Gwinett County, Georgia
(collectively, the "June Additional Properties");
(c) a facsimile copy of the executed letter of instructions to
the Borrower's title company (the "Title Company"), irrevocably authorizing the
Title Company to record the Deeds upon receipt of the proceeds from the June
27th Mortgage Loan, along with a copy of the Borrower's marked commitment for
an owner's policy for each June Additional Property, signed by the Title
Company and showing no mortgages or monetary liens on the June Additional
Properties;
(d) a nonrefundable structuring fee in an amount equal to
$103,000; and
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(e) wire instructions for the Title Company.
Provided the Borrower satisfies its obligations in Section 2 (taking into
account the grace periods set forth therein), to the extent the making of the
June 27th Mortgage Loan results in a violation or breach of any express term,
condition or requirement of the Note Agreement, such violation or breach shall
not constitute a default or Event of Default under the Note Agreement. The
Lender shall not be obligated to make any additional Mortgage Loans to the
Borrower until such time as the Borrower has complied with its obligations
under Section 2.
Section 2. (a) The Borrower shall repay the June 27th Mortgage Loan and
all interest accrued thereon through the date of prepayment (plus all amounts
due under Section 5.04 of the Note Agreement other than interest), in Dollars,
in immediately available funds, without deduction, set-off or counterclaim, to
the Lender at the Principal Office, not later than 2:00 p.m. New York time on
July 2, 1997.
(b) In the event the Borrower defaults in its obligation to
repay the June 27th Mortgage Loan in accordance with Section 2(a), such
default shall not constitute an Event of Default under the Note Agreement
unless:
(i) the Borrower fails to repay in full on or before
July 10, 1997 the June 27th Mortgage Loan, together with all interest accrued
thereon through such date (and all amounts due under Section 5.04 of the Note
Agreement other than interest); or
(ii) (A) the Borrower fails to deliver to the Lender on or
before July 8, 1997 all Approval Documents for Additional Properties
(including, but not limited to, the June Additional Properties), all in form
and substance satisfactory to the Lender, (B) the Borrower fails to satisfy
(in the Lender's reasonable discretion) on or before July 10, 1997 all
Additional Collateral Conditions relating to such Additional Properties, and
(iii) if, as of July 10, 1997, after giving effect to the Collateral Property
(including the Additional Properties), the aggregate outstanding principal
amount of the Mortgage Loans (including the June 27th Mortgage Loan) exceeds
the Available Amount and the Borrower fails to prepay to the Lender on July 10,
1997 the amount of such excess, together with interest accrued thereon to such
date (and all amounts payable in respect of such prepayment pursuant to
Section 5.04 other than interest).
(c) Provided no Event of Default has occurred and is
continuing, all payments of principal made under this Section 2 shall be
applied first, to repay in full the June 27th Mortgage Loan, and then, to
repay any other outstanding Mortgage Loan, in full or in part. Provided no
Event of Default
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has occurred and is continuing, all payments of principal made under this
Section 2 (whether applied to the June 27th Mortgage Loan or to any other
Mortgage Loan, in full or in part) shall be made without the imposition of the
101% prepayment requirement set forth in Section 2.06(2) of the Note Agreement.
Section 3. Except to the extent modified hereby, the Note Agreement, the
Note and all other documents executed in connection therewith remain unchanged
and in full force and effect.
Section 4. This letter agreement may be executed in counterparts,
including counterpart facsimile copies thereof, all of which when taken
together shall constitute one and the same letter agreement. The Lender and
the Borrower intend that a facsimile copy and signature shall have the same
effect as an original.
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IN WITNESS WHEREOF, the Lender and the Borrower have caused this letter
agreement to be executed as of the 26th day of June, 1997.
NOMURA ASSET CAPITAL CORPORATION
By: _________________________
Xxxx Xxxxx
Vice President
AMBASSADOR II, L.P., a Delaware limited
partnership
By: Ambassador II, Inc., a Delaware
corporation, its general partner
By: _________________________
Xxxx X. Xxxxxxxx
Executive Vice President
[Signatures continued on next page]
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By their respective signatures below, the undersigned hereby ratify and
affirm all of their respective obligations under the LP Guarantee Agreement,
the GP Guarantee Agreement, the REIT Agreement and the Environmental Indemnity
Agreement.
AMBASSADOR II, L.P., a Delaware limited
partnership
By: Ambassador II, Inc., a Delaware
corporation, its general partner
By: _________________________
Xxxx X. Xxxxxxxx
Executive Vice President
AMBASSADOR APARTMENTS, L.P., a Delaware
limited partnership
By: Ambassador Apartments, Inc., a
Maryland corporation, its general
partner
By: _________________________
Xxxx X. Xxxxxxxx
Executive Vice President
AMBASSADOR II, INC., a Delaware corporation
By: _________________________
Xxxx X. Xxxxxxxx
Executive Vice President
AMBASSADOR APARTMENTS, INC., a Maryland
corporation
By: _________________________
Xxxx X. Xxxxxxxx
Executive Vice President
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