Ambase Corporation, f.k.a. The Home Group Inc. - Page 12




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          would become due and payable at exactly the same time and in                
          exactly the same amounts as the aggregate principal obligations             
          of the FR notes issued by Finance.  The 1979 promissory note also           
          required City to pay interest each year on any amount of                    
          indebtedness outstanding.  The interest was to be equal to the              
          sum of:  (1) The total interest payable by Finance on the FR                
          notes; (2) an amount equal to one-fourth of 1 percent per annum             
          of the aggregate principal amount of the FR notes outstanding;              
          and (3) an additional amount equal to the excess, if any, of                
          Finance’s annual costs of operation over its annual gross                   
          receipts from all sources.                                                  
               The 1979 promissory note further provided that the portion             
          of the interest payable to City equal to that payable by Finance            
          on the FR notes was due at the same time and in the same amount             
          as the interest payments became due and payable by Finance on the           
          FR notes.  The balance of interest payable by City to Finance was           
          due only upon Finance’s written notice to City.                             
               5. Consolidation of HGI Notes                                          
               The 1977 HGI note and the 1979 HGI note had been                       
          consolidated into a third document captioned as a promissory note           
          issued by HGI to Finance in an amount equal to the $35,200,000              
          combined face values of the first two notes (the consolidated HGI           
          note), with a stated interest rate of 5.2 percent,                          








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