exh4_2.htm


    
      

    


    FHLMC
      Loan No. 002732432

    


    MULTIFAMILY
      NOTE

    (MULTISTATE
      – REVISION DATE 11-01-2000)

    
 

    
      	
              US
                $5,250,000.00

            	
              As
                of December 27, 2000

            


    

    


    


    FOR
      VALUE RECEIVED, the undersigned
      ("Borrower") jointly and severally (if more than
      one)  promises to pay to the order of NORTHLAND / MARQUETTE
      CAPITAL GROUP, INC., a Minnesota corporation, the principal sum of Five Million
      Two Hundred Fifty Thousand and no/100 Dollars (US $5,250,000.00) with
      interest on the unpaid principal balance at the annual rate of seven and
      twenty-two one hundredths percent (7.22%).

    


    1.           Defined
      Terms.  As used in this Note, (i) the term
      "Lender" means the holder of this Note, and (ii) the term
      "Indebtedness" means the principal of, interest on, and any
      other amounts due at any time under, this Note, the Security Instrument or
      any
      other Loan Document, including prepayment premiums, late charges, default
      interest, and advances to protect the security of the Security Instrument under
      Section 12 of the Security Instrument.  "Event of Default" and other
      capitalized terms used but not defined in this Note shall have the meanings
      given to such terms in the Security Instrument.

    


    2.           Address
      for Payment.  All payments due under this Note shall be
      payable at 3500 West 80th Street,
      Suite 500,
      Minneapolis, Minnesota, 55431-4435 or such other place as may be designated
      by
      written notice to Borrower from or on behalf of Lender.

    


    3.           Payment
      of Principal and Interest.  Principal and interest shall be
      paid as follows:

    


    (a)           Unless
      disbursement of principal is made by Lender to Borrower on the first day of
      the
      month, interest for the period beginning on the date of disbursement and ending
      on and including the last day of the month in which such disbursement is made
      shall be payable simultaneously with the execution of this
      Note.  Interest under this Note shall be computed on the basis of a
      360-day year consisting of twelve 30-day months.

    


    (b)           
      Consecutive monthly installments of principal and interest, each in the amount
      of Thirty-Five Thousand Seven Hundred Seven and 49/100 Dollars (US $35,707.49),
      shall be payable on the first day of each month beginning on February 1, 2001
      until the entire unpaid principal balance evidenced by this Note is fully
      paid.

    


    (c)           Any
      accrued interest remaining past due for 30 days or more may, at Lender’s
      discretion, be added to and become part of the unpaid principal balance and
      shall bear interest at the rate or rates specified in this Note, and any
      reference below to "accrued interest" shall refer to


    
      
         

      

      
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    accrued
      interest which has not become part of the unpaid principal
      balance.  Any remaining principal and interest shall be due and
      payable on January 1, 2011 or on any earlier date on which the unpaid principal
      balance of this Note becomes due and payable, by acceleration or otherwise
      (the
      "Maturity Date").  The unpaid principal balance shall
      continue to bear interest after the Maturity Date at the Default Rate set forth
      in this Note until and including the date on which it is paid in
      full.

    


    (d)           Any
      regularly scheduled monthly installment of principal and interest that is
      received by Lender before the date it is due shall be deemed to have been
      received on the due date solely for the purpose of calculating interest
      due.

    


    4.           Application
      of Payments.  If at any time Lender receives, from Borrower
      or otherwise, any amount applicable to the Indebtedness which is less than
      all
      amounts due and payable at such time, Lender may apply that payment to amounts
      then due and payable in any manner and in any order determined by Lender, in
      Lender's discretion.  Borrower agrees that neither Lender's acceptance
      of a payment from Borrower in an amount that is less than all amounts then
      due
      and payable nor Lender's application of such payment shall constitute or be
      deemed to constitute either a waiver of the unpaid amounts or an accord and
      satisfaction.

    


    5.           Security.  The
      Indebtedness is secured, among other things, by a multifamily mortgage, deed
      to
      secure debt or deed of trust dated as of the date of this Note (the
      "Security Instrument"), and reference is made to the Security
      Instrument for other rights of Lender as to collateral for the
      Indebtedness.

    


    6.           Acceleration.  If
      an Event of Default has occurred and is continuing, the entire unpaid principal
      balance, any accrued interest, the prepayment premium payable under Paragraph
      10, if any, and all other amounts payable under this Note and any other Loan
      Document shall at once become due and payable, at the option of Lender, without
      any prior notice to Borrower (except if notice is required by applicable law,
      then after such notice).  Lender may exercise this option to
      accelerate regardless of any prior forbearance.

    


    7.           Late
      Charge.  If any monthly amount payable under this Note or
      under the Security Instrument or any other Loan Document is not received by
      Lender within ten (10) days after the amount is due (unless applicable law
      requires a longer period of time before a late charge may be imposed, in which
      event such longer period shall be substituted), Borrower shall pay to Lender,
      immediately and without demand by Lender, a late charge equal to five percent
      (5%) of such amount (unless applicable law requires a lesser amount be charged,
      in which event such lesser amount shall be substituted).  Borrower
      acknowledges that its failure to make timely payments will cause Lender to
      incur
      additional expenses in servicing and processing the loan evidenced by this
      Note
      (the “Loan”), and that it is extremely difficult and
      impractical to determine those additional expenses.  Borrower agrees
      that the late charge payable pursuant to this Paragraph represents a fair and
      reasonable estimate, taking into account all circumstances existing on the
      date
      of this Note, of the additional expenses Lender will incur by reason of
      such


    
      
         

      

      
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    late
      payment.  The late charge is payable in addition to, and not in lieu
      of, any interest payable at the Default Rate pursuant to Paragraph
      8.

    


    8.           Default
      Rate.  So long as (a) any monthly installment under this Note
      remains past due for thirty (30) days or more, or (b) any other Event of Default
      has occurred and is continuing, interest under this Note shall accrue on the
      unpaid principal balance from the earlier of the due date of the first unpaid
      monthly installment or the occurrence of such other Event of Default, as
      applicable, at a rate (the "Default Rate") equal to the lesser
      of four (4) percentage points above the rate stated in the first paragraph
      of
      this Note and the maximum interest rate which may be collected from Borrower
      under applicable law.  If the unpaid principal balance and all accrued
      interest are not paid in full on the Maturity Date, the unpaid principal balance
      and all accrued interest shall bear interest from the Maturity Date at the
      Default Rate.  Borrower also acknowledges that its failure to make
      timely payments will cause Lender to incur additional expenses in servicing
      and
      processing the Loan, that, during the time that any monthly installment under
      this Note is delinquent for more than thirty (30) days, Lender will incur
      additional costs and expenses arising from its loss of the use of the money
      due
      and from the adverse impact on Lender’s ability to meet its other obligations
      and to take advantage of other investment opportunities, and that it is
      extremely difficult and impractical to determine those additional costs and
      expenses.  Borrower also acknowledges that, during the time that any
      monthly installment under this Note is delinquent for more than thirty (30)
      days
      or any other Event of Default has occurred and is continuing, Lender’s risk of
      nonpayment of this Note will be materially increased and Lender is entitled
      to
      be compensated for such increased risk.  Borrower agrees that the
      increase in the rate of interest payable under this Note to the Default Rate
      represents a fair and reasonable estimate, taking into account all circumstances
      existing on the date of this Note, of the additional costs and expenses Lender
      will incur by reason of the Borrower’s delinquent payment and the additional
      compensation Lender is entitled to receive for the increased risks of nonpayment
      associated with a delinquent loan.

    


    9.           Limits
      on Personal Liability.

    


    (a)           Except
      as otherwise provided in this Paragraph 9, Borrower shall have no personal
      liability under this Note, the Security Instrument or any other Loan Document
      for the repayment of the Indebtedness or for the performance of any other
      obligations of Borrower under the Loan Documents, and Lender's only recourse
      for
      the satisfaction of the Indebtedness and the performance of such obligations
      shall be Lender's exercise of its rights and remedies with respect to the
      Mortgaged Property and any other collateral held by Lender as security for
      the
      Indebtedness.  This limitation on Borrower's liability shall not limit
      or impair Lender's enforcement of its rights against any guarantor of the
      Indebtedness or any guarantor of any obligations of Borrower.

    


    (b)           Borrower
      shall be personally liable to Lender for the repayment of a portion of the
      Indebtedness equal to zero percent (0%) of the original principal balance of
      this Note, plus any other amounts for which Borrower has personal liability
      under this Paragraph 9.


    
      
         

      

      
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    (c)           In
      addition to Borrower’s personal liability under Paragraph 9(b), Borrower shall
      be personally liable to Lender for the repayment of a further portion of the
      Indebtedness equal to any loss or damage suffered by Lender as a result of
      (1)
      failure of Borrower to pay to Lender upon demand after an Event of Default
      all
      Rents to which Lender is entitled under Section 3(a) of the Security Instrument
      and the amount of all security deposits collected by Borrower from tenants
      then
      in residence; (2) failure of Borrower to apply all insurance proceeds and
      condemnation proceeds as required by the Security Instrument; or (3) failure
      of
      Borrower to comply with Section 14(d) or (e) of the Security Instrument relating
      to the delivery of books and records, statements, schedules and
      reports.

    


    (d)           
      For purposes of determining Borrower's personal liability under Paragraph 9(b)
      and Paragraph 9(c), all payments made by Borrower or any guarantor of this
      Note
      with respect to the Indebtedness and all amounts received by Lender from the
      enforcement of its rights under the Security Instrument shall be applied first
      to the portion of the Indebtedness for which Borrower has no personal
      liability.

    


    (e)           Borrower
      shall become personally liable to Lender for the repayment of all of the
      Indebtedness upon the occurrence of any of the following Events of Default:
      (1)
      Borrower’s acquisition of any property or operation of any business not
      permitted by Section 33 of the Security Instrument; (2) a Transfer
      (including, but not limited to, a lien or encumbrance) that is an Event of
      Default under Section 21 of the Security Instrument, other than a Transfer
      consisting solely of the involuntary removal or involuntary withdrawal of a
      general partner in a limited partnership or a manager in a limited liability
      company; or (3) fraud or written material misrepresentation by Borrower or
      any
      officer, director, partner, member or employee of Borrower in connection with
      the application for or creation of the Indebtedness or any request for any
      action or consent by Lender.

    


    (f)           In
      addition to any personal liability for the Indebtedness, Borrower shall be
      personally liable to Lender for (1) the performance of all of Borrower’s
      obligations under Section 18 of the Security Instrument (relating to
      environmental matters); (2) the costs of any audit under Section 14(d) of the
      Security Instrument; and (3) any costs and expenses incurred by Lender in
      connection with the collection of any amount for which Borrower is personally
      liable under this Paragraph 9, including fees and out of pocket expenses of
      attorneys and expert witnesses and the costs of conducting any independent
      audit
      of Borrower's books and records to determine the amount for which Borrower
      has
      personal liability.

    


    (g)           To
      the extent that Borrower has personal liability under this Paragraph 9, Lender
      may exercise its rights against Borrower personally without regard to whether
      Lender has exercised any rights against the Mortgaged Property or any other
      security, or pursued any rights against any guarantor, or pursued any other
      rights available to Lender under this Note, the Security Instrument, any other
      Loan Document or applicable law. For purposes of this Paragraph 9, the term
      "Mortgaged Property" shall not include any funds that (1) have
      been applied by


    
      
         

      

      
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    Borrower
      as required or permitted by the Security Instrument prior to the occurrence
      of
      an Event of Default or (2) Borrower was unable to apply as required or permitted
      by the Security Instrument because of a bankruptcy, receivership, or similar
      judicial proceeding.  To
      the fullest extent permitted by applicable law, in any action to enforce
      Borrower’s personal liability under this Paragraph 9, Borrower waives any right
      to set off the value of the Mortgaged Property against such personal
      liability.

    


    10.           Voluntary
      and Involuntary Prepayments.

    


    (a)           A
      prepayment premium shall be payable in connection with any prepayment (any
      receipt by Lender of principal, other than principal required to be paid in
      monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
      Date set forth in Paragraph 3(c))  under this Note as provided
      below:

    


    (1)           Borrower
      may voluntarily prepay all of the unpaid principal balance of this Note on
      a
      Business Day designated as the date for such prepayment in a written notice
      from
      Borrower to Lender given at least 30 days prior to the date of such
      prepayment.  Such prepayment shall be made by paying (A) the amount of
      principal being prepaid, (B) all accrued interest, (C) all other sums due Lender
      at the time of such prepayment, and (D) the prepayment premium calculated
      pursuant to Paragraph 10(c).  For all purposes including the accrual
      of interest, any prepayment received by Lender on any day other than the last
      calendar day of the month shall be deemed to have been received on the last
      calendar day of such month.  For purposes of this Note, a
      "Business Day" means any day other than a Saturday, Sunday or
      any other day on which Lender is not open for business.  Unless
      expressly provided for in the Loan Documents, Borrower shall not have the option
      to voluntarily prepay less than all of the unpaid principal
      balance.  However, if a partial prepayment is provided for in the Loan
      Documents or is accepted by Lender in Lender’s discretion, a prepayment premium
      calculated pursuant to Paragraph 10(c) shall be due and payable by
      Borrower.

    


    (2)           Upon
      Lender's exercise of any right of acceleration under this Note, Borrower shall
      pay to Lender, in addition to the entire unpaid principal balance of this Note
      outstanding at the time of the acceleration, (A) all accrued interest and all
      other sums due Lender, and (B) the prepayment premium calculated pursuant
      to Paragraph 10(c).

    


    (3)           Any
      application by Lender of any collateral or other security to the repayment
      of
      any portion of the unpaid principal balance of this Note prior to the Maturity
      Date and in the absence of acceleration shall be deemed to be a partial
      prepayment by Borrower, requiring the payment to Lender by Borrower of a
      prepayment premium.

    


    (b)           Notwithstanding
      the provisions of Paragraph 10(a), no prepayment premium shall be payable with
      respect to (A) any prepayment made during the period from one hundred
      eighty (180) days before the scheduled Maturity Date to the scheduled Maturity
      Date, or (B) any


    
      
         

      

      
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    prepayment
      occurring as a result of the application of any insurance proceeds or
      condemnation award under the Security Instrument.

    


    (c)           Any
      prepayment premium payable under this Note shall be computed as
      follows:

    


    (1)           If
      the prepayment is made between the date of this Note and the date that is 114
      months after the first day of the first calendar month following the date of
      this Note (the "Yield Maintenance Period"), the prepayment
      premium shall be whichever is the greater of subparagraphs (i) and (ii)
      below:

    


    (i)           1.0%
      of the unpaid principal balance of this Note; or

    


    (ii)           the
      product obtained by multiplying:

    


    (A)           the
      amount of principal being prepaid,

    by

    (B)           the
      excess (if any) of the Monthly Note Rate over the Assumed

    Reinvestment
      Rate,

    by

    (C)           the
      Present Value Factor.

    


    For
      purposes of subparagraph (ii), the
      following definitions shall apply:

    


    
      	
               

            	
              Monthly
                Note Rate: one-twelfth (1/12) of the annual interest rate of this
                Note, expressed as a decimal calculated to five
                digits.

            


    

    


    
      	
               

            	
              Prepayment
                Date:  in the case of a voluntary prepayment, the date
                on which the prepayment is made; in the case of the application by
                Lender
                of collateral or security to a portion of the principal balance,
                the date
                of such application; and in any other case, the date on which Lender
                accelerates the unpaid principal balance of this
                Note.

            


    

    


    
      	
               

            	
              Assumed
                Reinvestment Rate:  one-twelfth (1/12) of the yield
                rate as of the date 5 Business Days before the Prepayment Date, on
                the
                5.750% U.S. Treasury Security due August 1, 2010, as reported in
The
                Wall Street Journal, expressed as a decimal calculated to five
                digits.  In the event that no yield is published on the
                applicable date for the Treasury Security used to determine the Assumed
                Reinvestment Rate, Lender, in its discretion, shall select the
                non-callable Treasury Security maturing in the same year as the Treasury
                Security specified above with the lowest yield published in The Wall
                Street Journal as of the applicable date.  If the
                publication of such yield rates in The Wall Street Journal is
                discontinued for any reason, Lender shall select a security with
                a
                comparable rate and term to the Treasury Security used to determine
                the
                Assumed Reinvestment
                Rate.  The

            


    


    
      
         

      

      
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    selection
      of an alternate security pursuant to this Paragraph shall be made in Lender’s
      discretion.

    


    
      	
               

            	
              Present
                Value Factor:  the factor that discounts to present
                value the costs resulting to Lender from the difference in interest
                rates
                during the months remaining in the Yield Maintenance Period, using
                the
                Assumed Reinvestment Rate as the discount rate, with monthly compounding,
                expressed numerically as follows:

            


    

    


    

    n
      = number of months
      remaining in Yield Maintenance Period

    


    ARR
=
      Assumed
      Reinvestment Rate

    


    (2)           If
      the prepayment is made after the expiration of the Yield Maintenance Period
      but
      before the period set forth in Paragraph 10(b)(A) above, the prepayment premium
      shall be 1.0% of the unpaid principal balance of this Note.

    


    (d)           Any
      permitted or required prepayment of less than the unpaid principal balance
      of
      this Note shall not extend or postpone the due date of any subsequent monthly
      installments or change the amount of such installments, unless Lender agrees
      otherwise in writing.

    


    (e)           Borrower
      recognizes that any prepayment of the unpaid principal balance of this Note,
      whether voluntary or involuntary or resulting from a default by Borrower, will
      result in Lender's incurring loss, including reinvestment loss, additional
      expense and frustration or impairment of Lender's ability to meet its
      commitments to third parties.  Borrower agrees to pay to Lender upon
      demand damages for the detriment caused by any prepayment, and agrees that
      it is
      extremely difficult and impractical to ascertain the extent of such
      damages.  Borrower therefore acknowledges and agrees that the formula
      for calculating prepayment premiums set forth in this Note represents a
      reasonable estimate of the damages Lender will incur because of a
      prepayment.

    


    (f)           Borrower
      further acknowledges that the prepayment premium provisions of this Note are
      a
      material part of the consideration for the Loan, and acknowledges that the
      terms
      of this Note are in other respects more favorable to Borrower as a result of
      the
      Borrower's voluntary agreement to the prepayment premium
      provisions.

    


    11.           Costs
      and Expenses.  To the fullest extent allowed by applicable
      law, Borrower shall pay all expenses and costs, including fees and out-of-pocket
      expenses of attorneys


    
      
         

      

      
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    (including
      Lender’s in-house attorneys) and expert witnesses and costs of investigation,
      incurred by Lender as a result of any default under this Note or in connection
      with efforts to collect any amount due under this Note, or to enforce the
      provisions of any of the other Loan Documents, including those incurred in
      post-judgment collection efforts and in any bankruptcy proceeding (including
      any
      action for relief from the automatic stay of any bankruptcy proceeding) or
      judicial or non-judicial foreclosure proceeding.

    


    12.           Forbearance.  Any
      forbearance by Lender in exercising any right or remedy under this Note, the
      Security Instrument, or any other Loan Document or otherwise afforded by
      applicable law, shall not be a waiver of or preclude the exercise of that or
      any
      other right or remedy.  The acceptance by Lender of any payment after
      the due date of such payment, or in an amount which is less than the required
      payment, shall not be a waiver of Lender's right to require prompt payment
      when
      due of all other payments or to exercise any right or remedy with respect to
      any
      failure to make prompt payment.  Enforcement by Lender of any security
      for Borrower's obligations under this Note shall not constitute an election
      by
      Lender of remedies so as to preclude the exercise of any other right or remedy
      available to Lender.

    


    13.           Waivers.  Presentment,
      demand, notice of dishonor, protest, notice of acceleration, notice of intent
      to
      demand or accelerate payment or maturity, presentment for payment, notice of
      nonpayment, grace, and diligence in collecting the Indebtedness are waived
      by
      Borrower and all endorsers and guarantors of this Note and all other third
      party
      obligors.

    


    14.           Loan
      Charges.  Neither this Note nor any of the other Loan
      Documents shall be construed to create a contract for the use, forbearance
      or
      detention of money requiring payment of interest at a rate greater than the
      maximum interest rate permitted to be charged under applicable
      law.  If any applicable law limiting the amount of interest or other
      charges permitted to be collected from Borrower in connection with the Loan
      is
      interpreted so that any interest or other charge provided for in any Loan
      Document, whether considered separately or together with other charges provided
      for in any other Loan Document, violates that law, and Borrower is entitled
      to
      the benefit of that law, that interest or charge is hereby reduced to the extent
      necessary to eliminate that violation.  The amounts, if any,
      previously paid to Lender in excess of the permitted amounts shall be applied
      by
      Lender to reduce the unpaid principal balance of this Note.  For the
      purpose of determining whether any applicable law limiting the amount of
      interest or other charges permitted to be collected from Borrower has been
      violated, all Indebtedness that constitutes interest, as well as all other
      charges made in connection with the Indebtedness that constitute interest,
      shall
      be deemed to be allocated and spread ratably over the stated term of the
      Note.  Unless otherwise required by applicable law, such allocation
      and spreading shall be effected in such a manner that the rate of interest
      so
      computed is uniform throughout the stated term of the Note.

    


    15.           Commercial
      Purpose.  Borrower represents that the Indebtedness is
      being  incurred by Borrower solely for the purpose of carrying on a
      business or commercial enterprise, and not for personal, family, household,
      or
      agricultural purposes.


    
      
         

      

      
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    16.           Counting
      of Days.  Except where otherwise specifically provided, any
      reference in this Note to a period of "days" means calendar days, not Business
      Days.

    


    17.           Governing
      Law.  This Note shall be governed by the law of the
      jurisdiction in which the Land is located.

    


    18.           Captions.  The
      captions of the paragraphs of this Note are for convenience only and shall
      be
      disregarded in construing this Note.

    


    19.           Notices;
      Written Modifications. All notices, demands and other communications
      required or permitted to be given by Lender to Borrower pursuant to this Note
      shall be given in accordance with Section 31 of the Security
      Instrument.  Any modification or amendment to this Note shall be
      ineffective unless in writing signed by the party sought to be charged with
      such
      modification or amendment; provided, however, that in the event of a Transfer
      under the terms of the Security Instrument, any or some or all of the
      Modification to Multifamily Note may be modified or rendered void by Lender
      at
      Lender’s option by notice to Borrower/transferee.

    


    20.           Consent
      to Jurisdiction and Venue.  Borrower agrees that any
      controversy arising under or in relation to this Note shall be litigated
      exclusively in the jurisdiction in which the Land is located (the
      "Property Jurisdiction").  The state and federal
      courts and authorities with jurisdiction in the Property Jurisdiction shall
      have
      exclusive jurisdiction over all controversies which shall arise under or in
      relation to this Note.  Borrower irrevocably consents to service,
      jurisdiction, and venue of such courts for any such litigation and waives any
      other venue to which it might be entitled by virtue of domicile, habitual
      residence or otherwise.

    


    21.           WAIVER
      OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
      TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE
      RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF
      RIGHT
      BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE
      TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS
      WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY
      AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL
      COUNSEL.

    


    


    ATTACHED
      EXHIBIT.  The
      following Exhibit is attached to this Note:

    


    |
      X
|             Exhibit
      A                                Modifications
      to Multifamily Note

    



    
      
         

      

      
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          9

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      Borrower has signed and delivered this Note under seal or has caused this Note
      to be signed and delivered under seal by its duly authorized representative.
      Borrower intends that this Note shall be deemed to be signed and delivered
      as a
      sealed instrument.

    


    REGENCY
      NORTH ASSOCIATES, L.P.,

    a
      Missouri limited partnership

    


    
      	
               

            	
              By:

            	
              KELCOR,
                INC., a Missouri corporation

            


    

    Its:           General
      Partner

    


    By:  
      /s/ David L. Johnson

    David
      L.
      Johnson, Vice President

    


    


    Borrower’s
      Social Security/Employer ID Number: 

    94-2730297

    



    
      
         

      

      
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          10

        
          

        

      

      
         

      

    


    PAY
      TO
      THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION, WITHOUT RECOURSE, THE
      27TH DAY OF
      DECEMBER, 2000.

    


    NORTHLAND / MARQUETTE
      CAPITAL GROUP, INC.,

    a
      Minnesota corporation

    


    


    


    By: _____________________________                                                               

    Paul
      W.
      Cairns

    Vice
      President


    
      
         

      

      
        PAGE
          11

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    MODIFICATIONS
      TO MULTIFAMILY NOTE

    


    


    Paragraph
      9(c) is amended to add the following subparagraph (4):

    


    
      	
              (4)  

            	
              failure
                by Borrower to pay the amount of
                any

            


    

    o
      fire, hazard or other
      insurance premiums,

    o
      Taxes,

    x
      water and sewer
      charges,

    x
      ground
      rents,

    x
      assessments or other
      charges

    in
      accordance with the terms of the Security Instrument.

    


     

     

     

     

     

     

     

     

     

     

     

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      A-1