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[LOGO]                                                            EXHIBIT 10.64



                                                                  April 16, 1997


TO:  Ambassador VIII, L.P.   ("Counterparty")                       
     77 West Wacker Drive,  Suite 4040                              
     Chicago, Illinois  60601                                       
     Att:   Adam Peterson                                           
     Tel:   312-917-4401    Fax:   312-917-9910                     
                                                                    
FR:  Credit Lyonnais New York Branch ("CLNY")                       
     1301 Avenue of the Americas,  17th Floor                       
     New York, New York  10019                                      
     Att:    Kathrin W. Gray                                        
     Tel:   212-261-7349     Fax:  212-459-3167                     
                                                                    
RE:  Transaction dated as of April 16, 1997                         
     (CLNY Ref:  2286 )                                             

-------------------------------------------------------------------------------
                      GUARANTEED TRANSACTION CONFIRMATION
-------------------------------------------------------------------------------

     The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between us on the Trade Date
specified below which constitutes a "Transaction" under the Master Agreement
specified below.

     This letter agreement constitutes a "Confirmation" under, and it
supplements, forms part of, and is subject to, the Master Agreement dated as of
December 5, 1996, as amended and supplemented from time to time (the
"Guaranteed Agreement"), between you and us.  THE GUARANTEED AGREEMENT AND ALL
TRANSACTIONS ENTERED INTO THEREUNDER SHALL BENEFIT FROM A CLFG GUARANTEE ISSUED
BY CLFG (AS SUCH TERMS ARE DEFINED IN THE SCHEDULE TO THE GUARANTEED AGREEMENT)
IN FAVOR OF COUNTERPARTY.

     CLNY'S AND COUNTERPARTY'S RIGHTS AND OBLIGATIONS IN RESPECT OF PAYMENTS
DUE HEREUNDER ARE SUBJECT ENTIRELY TO THE "WAIVER OF SETOFF" PROVISION IN PART
5 OF THE SCHEDULE TO THE GUARANTEED AGREEMENT.

1. The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

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2. The terms of the particular guaranteed Transaction to which this
Confirmation relates are as follows:


Transaction Type:                         Interest Rate Cap

Notional Amount:    USD  4,000,000.

Trade Date:                               April 16, 1997

Effective Date:                           April 25, 1997

Termination Date:                         April 26, 2004, subject to adjustment 
                                          in accordance with the Modified 
                                          Following Business Day Convention
Fixed Amounts:

  Fixed Rate Payer:                       Counterparty

  Fixed Amount:                           USD 234,000

  Fixed Rate Payer Payment Dates:         April 18, 1997
                                  
Floating Amounts:               
  -----------------               
                                  
  Floating Rate Payer:                    CLNY

  Cap Rate:                               6.50%


  CLNY Payment Dates:                     The 25th day of each month of each 
                                          year prior to and including the 
                                          Termination Date, commencing with May 
                                          25, 1997 and subject to the Modified 
                                          Following Business Day Convention
                                    
  Floating Rate Option:                   USD-LIBOR-BBA (Telerate 3750)
                                    
  Designated Maturity:                    One month
                                    
  Floating Rate Day Count Fraction:       Actual/360

  Spread:                                 None
              
  Compounding:                            Not applicable
              
  Reset Dates:                            The first day of each Calculation 
                                          Period



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Business Days:                            New York and London

Calculation Agent:                        CLNY          


4. Account Details:

USD Payment to CLNY:      Credit Lyonnais,  New York                     
                          ABA#:  026008073                               
                          A/C#:  01-88180-3211-00-001-180                
                          Ref:  Triple-A  Derivative Products            
                                                                         
Payment to Counterparty:  PLEASE PROVIDE                                 


6.  Offices:

a)  The office of Credit Lyonnais for this Transaction is New York, New York;
    and

b)  The office of Counterparty for this Transaction is Chicago, Illinois.

Please provide confirmation that this letter correctly sets forth our Agreement
by responding within two (2) Business Days by returning an executed copy of
this Confirmation by telecopier (Att: Kathrin W. Gray - Documentation) to the
following numbers:

     Telecopier Number:  212-459-3167
     Telephone Number for confirmation of
     Telecopier transmission: 212-261-7349


IN WITNESS WHEREOF the parties hereto accept and confirm the terms of this
Confirmation.



CREDIT LYONNAIS                 AMBASSADOR  VIII, L.P.
NEW YORK BRANCH

Authorized Signature:           Authorized Signature:


---------------------           ----------------------------

Name:  Ian Cheung               Name:
-----------------                    ----------------------

Title: Vice President           Title:
---------------------                 ---------------------




CREDIT LYONNAIS
NEW YORK BRANCH

                                                                              
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Marketing Signature:


----------------------------
Name:   Chris Phelan
     -----------------------
Title: Vice President
     -----------------------

CLNY Ref: 2286



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