EX-10.2






July 10, 2007




NNN Apartment REIT Holdings, L.P.


1606 Santa Rosa Road


Suite 109


Richmond, Virginia 23229


Attn: J. Jay Olander



AMENDMENT LETTER





	 	 	Re: Mezzanine Credit Agreement dated as of October 31, 2006 among NNN Apartments REIT Holdings,
L.P. (“Borrower”), Wachovia Bank, National Association, as Agent, and the lenders from time to
time a party thereto (the “Credit Agreement”)





Gentlemen:



Terms used herein but not otherwise defined herein shall have the meanings set forth in the
Credit Agreement. Pursuant to letter agreement dated March 20, 2007 (the “Existing Waiver
Letter”), Borrower, Guarantor, the Agent and the Lenders have agreed that the Lenders have no
obligation to make additional Loans or otherwise extend any credit to the Borrower under the Credit
Agreement unless otherwise agreed in writing by the Lenders in their sole and absolute discretion.
The Borrower has requested that the Lenders agree to the suspension of the unused fee payable
pursuant to Section 3.6(a) of the Credit Agreement until such time as the Lenders have agreed in
writing to make additional Loans.



Subject to the execution and delivery of this letter by Borrower, Guarantor, Agent and the
Lenders, and until such time as the Lenders have agreed to make additional Loans to Borrower in
accordance with the Existing Waiver Letter, (a) the Lenders agree that the obligation of Borrower
to pay the unused fee pursuant to Section 3.6(a) of the Credit Agreement shall be suspended and (b)
the Lenders waive compliance with the covenants set forth in Section 9.1(a) (the Debt to Total
Asset Value Ratio), Section 9.1(b) (the Fixed Charge Coverage Ratio) and Section 9.1(c) (the
Implied Debt Service Coverage Ratio) of the Credit Agreement (collectively, the “Financial
Covenants”), together with the related obligation of Borrower to report as to compliance with the
Financial Covenants. The Borrower acknowledges and agrees that the decision whether to make any
additional Loans is and shall be within the sole and absolute discretion of the Lenders and subject
to the approval of both Lenders’ respective credit committees. If and when the Lenders agree to
make additional Loans or otherwise extend any credit to the Borrower under the Credit Agreement as
provided herein, the Lenders hereby agree that, in recognition of the upfront fees paid to Lenders
on October 31, 2006, no upfront fee will be charged to the Borrower in connection with making the
Credit Agreement available to the Borrower for additional extensions of credit, so long as the
Termination Date has not been extended.



Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement
and the other Loan Documents remain unaltered and in full force and effect and the parties hereto
do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Other
than as expressly set forth herein, nothing in this letter shall be deemed or construed to
constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release,
extinguishment, or substitution of the indebtedness evidenced by the Notes or the other obligations
of Borrower and Guarantor under the Loan Documents.



This letter shall constitute a Loan Document. This letter may be executed in any number of
counterparts which shall together constitute but one and the same agreement. This letter shall be
governed by, and construed in accordance with, the laws of the State of Georgia. This letter may
be amended only in accordance with the terms of the Credit Agreement.



(Signatures on Following Page)






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LENDERS:





 








WACHOVIA BANK, NATIONAL ASSOCIATION,


individually and as Agent




By:  /s/ Matthew Ricketts

Name:  Matthew Ricketts

Title:  Vice President






 








BORROWER:

 



NNN APARTMENT REIT HOLDINGS, L.P.,






a Virginia limited partnership

 



By: NNN Apartment REIT, Inc.,




a Maryland corporation, its General Partner




By:  /s/ Shannon K S Johnson

Name:  Shannon K.S. Johnson

Title:  Chief Financial Officer


 



GUARANTOR:





 








NNN APARTMENT REIT, INC., a Maryland corporation




By:  /s/ Shannon K S Johnson

Name:  Shannon K.S. Johnson

Title:  Chief Financial Officer





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