VICTORY TAX EXEMPT REALTY INCOME FUND
LIMITED PARTNERSHIP
3 World Financial Center
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 11, 1998
Concam Associates, L.P.
0000 Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention Xx. Xxxxx Xxxxxx
Re: Camelot Lake Apartments (the "Project");
Standstill Letter, dated May 8, 1996 (as
amended, the "Standstill Letter"), by and
between Victory Tax Exempt Realty Income Fund
Limited Partnership, a Delaware limited
partnership ("Lender"), and Concam
Associates, L.P., a California limited
partnership ("Borrower").
Ladies and Gentlemen:
The purpose of this letter (this "Letter Agreement") is to set forth our
understanding with respect to the Standstill Letter and the Project. All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Standstill Letter.
Accordingly, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lender and Borrower hereby agree as follows:
1. The term of the Standstill Letter shall be extended and shall continue
until the earlier to occur of (a) December 31, 1998, (b) the closing of a
"Sale" (as hereinafter defined) or (c) the termination by either Borrower or
Lender in accordance with paragraph 3 of the Standstill Letter. Upon the
termination or expiration of the Standstill Letter, the rights and
obligations of the parties under the Standstill Letter shall cease and the
Standstill Letter shall be of no further force or effect, and the rights,
liabilities and obligations of the parties shall be as they existed
immediately prior to the execution of the Standstill Letter. As used herein,
"Sale" shall mean the sale or other disposition of all or substantially all
of the Project to an unaffiliated third party.
2. Nothing contained herein shall be construed as a commitment by Lender to (a)
make any new loan or loans or to grant or extend any other financial
accommodations to Borrower, (b) restructure the Loan or to modify any Loan
Document, (c) approve or accept any proposed Sale or (d) except as expressly
provided for herein, waive, modify or forbear from exercising any rights,
powers, remedies or privileges, whether under the Loan Documents, the
Forbearance Agreement, the Standstill Letter, at law or in equity.
3. No purported alteration, amendment, change, waiver, termination or other
modification of this Letter Agreement, the Loan Documents, the Forbearance
Agreement, or the Standstill Letter shall be binding upon any party hereto,
or have any other force or effect in any respect unless the same shall be in
writing and signed by, or on behalf of, the party to be charged therewith.
4. Each of the parties hereto understands that this Letter Agreement is a
legally binding agreement that may affect such party's rights. Each party
hereto represents to the other that it has been represented by independent
legal counsel of its choice regarding the meaning and legal significance of
this Letter Agreement and that it is satisfied with its legal counsel and the
advice received from it.
5. Should any provision of this Letter Agreement require judicial
interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against any party by reason of the rule of construction that a
document is to be construed more strictly against the party who itself or
through its agent prepared the same.
6. This letter Agreement shall be interpreted and enforced in accordance with
the internal laws of the state of California as the same may from time to
time exist, without giving effect to the principals of conflicts of laws.
7. This Letter Agreement constitutes the entire agreement of the parties
concerning the subject matter hereof, and supersedes any prior or
contemporaneous representations or agreements, either oral or written, not
contained herein.
8. Each party executing this Letter Agreement represents that such party has
the full authority and legal power to do so.
9. The Letter Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument, with the same effect as if each party had
executed all counterparts. If the foregoing accurately sets forth our
understanding, please execute a copy of this Letter Agreement where indicated
below and return it to the undersigned at the above address.
LENDER:
VICTORY TAX EXEMPT REALTY INCOME FUND
LIMITED PARTNERSHIP
a Delaware limited partnership
BY: CA VICTORY INC.,
a Delaware Corporation
Its General Partner
By: /s/Xxxxxx Xxxx
Xxxxxx Xxxx
Vice President
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST WRITTEN ABOVE
BORROWER:
CONCAM ASSOCIATES, L.P.,
a California limited partnership
By: CONCAM, INC.
a California Corporation
By: /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
