SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 20, 2020, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “REIT”), AIMCO PROPERTIES, L.P., a Delaware limited partnership (“AIMCO”) and AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation (“AIMCO/Bethesda”) (the REIT, AIMCO and AIMCO/Bethesda are hereinafter collectively referred to as the “Borrowers”), LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“LAC”), EACH OTHER PARTY LISTED AS A “GUARANTOR” ON THE SIGNATURE PAGES HERETO (together with LAC, collectively, the “Guarantors”), AIMCO SUBSIDIARY REIT I, LLC, a Delaware limited liability company (“ASR”, and together with LAC, collectively, the “Non-Borrower Pledgors”; and the Non-Borrower Pledgors and AIMCO are hereinafter sometimes referred to collectively as the “Pledgors”), OXFORD HOLDING CORPORATION, a Maryland corporation (“OHC”, and together with AIMCO and AIMCO/Bethesda, collectively, the “Intra-Company Lenders”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Administrative Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).
W I T N E S S E T H:
WHEREAS, the Borrowers, KeyBank, Administrative Agent and the other Lenders, among others, are party to that certain Second Amended and Restated Senior Secured Credit Agreement dated as of June 30, 2017, as amended by that certain First Amendment to Credit Agreement dated May 21, 2018 (as the same may have been varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated prior to the date hereof, the “Credit Agreement”);
WHEREAS, the Guarantors executed and delivered to Administrative Agent and the Lenders that certain Amended and Restated Guaranty dated as of December 22, 2016, as amended by that certain Omnibus Amendment to Loan Documents (the “Omnibus Amendment”) dated as of June 30, 2017, by and between Borrowers, Guarantors, KeyBank and certain other parties (as the same may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Guaranty”), or subsequently became party thereto by executing and delivering that certain Joinder Agreement dated December 7, 2018 (the “2018 Joinder Agreement”);
WHEREAS, AIMCO executed and delivered to Administrative Agent that certain Amended and Restated Security Agreement (Securities) dated as of December 22, 2016, as amended by the Omnibus Amendment (as the same may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Borrower Pledge Agreement”);
1880008.01-NYCSR03A - MSW
WHEREAS, Non-Borrower Pledgors executed and delivered to Administrative Agent that certain Amended and Restated Security Agreement (Securities) dated as of December 22, 2016, as amended by the Omnibus Amendment (as the same may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Non-Borrower Pledge Agreement”);
WHEREAS, the Borrowers, the Guarantors, the Intra-Company Lenders and Administrative Agent entered into that certain Amended and Restated Intra-Company Loan Subordination Agreement dated as of December 22, 2016, as amended by the Omnibus Amendment (as the same may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Intra-Company Loan Subordination Agreement”), or subsequently became party thereto pursuant to the 2018 Joinder Agreement;
WHEREAS, the Borrowers and the Guarantors have requested that the Lenders modify the Credit Agreement in certain respects and the Lenders have agreed to modifications on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein below, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and as a material inducement to the Lenders to agree to such modifications, the parties do hereby covenant and agree as follows:
1.Definitions. Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.
2.Modification of the Credit Agreement. The Borrowers, Administrative Agent and the Lenders do hereby modify and amend the Credit Agreement as follows:
(a)By deleting in their entirety the definitions of “Extension Option”, “First Extension Option”, “Fourth Extension Option”, “Lockedout Cap”, “Lockedout Term Loans”, “Lockout Period”, “Second Extension Option”, “Specified Acquisition”, “Third Extension Option”, “Treasury Rate” and “Yield Maintenance Premium”.
(b)By inserting the following new definitions in Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
““KeyBanc Capital Markets” means KeyBanc Capital Markets, Inc.”
““Second Amendment Date” means April 20, 2020.”
(c)By deleting in its entirety the second (2nd) sentence of the definition of “Aggregate Revolving Credit Commitments” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new sentence:
“The Aggregate Revolving Credit Commitments on the Second Amendment Date are $800,000,000.”
2
1880008.01-NYCSR03A - MSW
(d)By deleting in its entirety the second (2nd) sentence of the definition of “Aggregate Term Loan Commitments” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new sentence:
“The Aggregate Term Loan Commitments on the Second Amendment Date are $350,000,000.00.”
(e)By deleting in its entirety clause (g) of the definition of “Applicable Percentage” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new clause (g):
“(g)The Applicable Percentage of each Lender as of the Second Amendment Date is set forth opposite the name of such Lender on Schedule 2.01A or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.”
(f)By deleting in its entirety the table set forth in the definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new table:
|
Pricing |
|
|
|
||
|
Eurodollar Rate Loans & Letters of Credit Fees |
Base Rate Loans |
Eurodollar Rate Loans |
Base Rate Loans |
||
|
I |
Credit Rating Xxxxx 0 |
0.825% |
0.0% |
1.40% |
0.40% |
|
II |
Credit Rating Xxxxx 0 |
0.90% |
0.0% |
1.45% |
0.45% |
|
III |
Credit Rating Xxxxx 0 |
1.00% |
0.0% |
1.60% |
0.60% |
|
IV |
Credit Rating Xxxxx 0 |
1.20% |
0.20% |
1.85% |
0.85% |
|
V |
Credit Rating Xxxxx 0 |
1.55% |
0.55% |
2.25% |
1.25% |
(g)By deleting in its entirety the last sentence of the definition of “EBITDA” appearing in Section 1.01 of the Credit Agreement.
(h)By deleting in its entirety the last sentence of the definition of “Eurodollar Rate” and by inserting in lieu thereof the following new sentence:
3
1880008.01-NYCSR03A - MSW
“Notwithstanding the foregoing, (X) for all Term Loans that bear interest at a rate based on the Eurodollar Rate, if at any time the Eurodollar Rate determined as provided above is less than one-half percent (0.5%), such rate shall be deemed to be one-half percent (0.5%), and (Y) for all Loans other than Term Loans that bear interest at a rate based on the Eurodollar Rate, if at any time the Eurodollar Rate determined as provided above is less than zero percent (0%), such rate shall be deemed to be zero percent (0%) for purposes of this Agreement.”
(i)By deleting in its entirety the definition of “Fee Letter” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new definition:
““Fee Letter” means the letter agreements, (i) dated November 21, 2016, among the REIT, the Administrative Agent, KeyBanc Capital Markets, Xxxxx Fargo and Xxxxx Fargo Securities, (ii) dated June 15, 2017, among the Borrowers, the Administrative Agent, KeyBanc Capital Markets, Xxxxx Fargo, Xxxxx Fargo Securities, PNC and PNC Capital Markets LLC, (iii) dated November 22, 2016 and April 9, 2020, among the REIT, PNC and PNC Capital Markets LLC (provided that Administrative Agent shall not be required to monitor compliance or enforce the terms of the fee letters described in this clause (iii) or have any responsibility or liability with respect thereto) and (iv) dated March 27, 2020, among Borrowers, the Administrative Agent and KeyBanc Capital Markets.”
(j)By deleting the last sentence of the definition of “Funds From Operations” appearing in Section 1.01 of the Credit Agreement.
(k)By deleting in its entirety the last sentence of the definition of “Guarantor” appearing in Section 1.01 of the Credit Agreement and by inserting in lieu thereof the following new sentence:
“The Guarantors as of the Second Amendment Date are set forth on Schedule 1.01G attached hereto.”
(l)By deleting in its entirety the definition of “Initial Term Loan Maturity Date” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the following new definition:
““Initial Term Loan Maturity Date” means April 20, 2021.”
(m)By deleting in its entirety the definition of “Joint Lead Arrangers” appearing in Section 1.01 of the Credit Agreement and by inserting in lieu thereof the following new definition:
““Joint Lead Arrangers” means, as to the Revolving Credit Facility, KeyBanc Capital Markets, Xxxxx Fargo Securities and PNC Capital Markets LLC, in their capacities as joint lead arrangers and joint book managers and, as to the Term Loan Facility, KeyBanc Capital Markets, PNC Capital
4
1880008.01-NYCSR03A - MSW
Markets LLC, Regions Capital Markets, Zions Bancorporation, N.A., dba Zions First National Bank, and Bank of the West, in their capacities as joint lead arrangers and joint book managers.”
(n)By deleting in its entirety the parenthetical “(including as increased under Section 2.17)” appearing at the end of the definition of “Revolving Credit Commitment” appearing in Section 1.01 of the Credit Agreement.
(o)By deleting in its entirety the definition of “Syndication Agents” appearing in Section 1.01 of the Credit Agreement and by inserting in lieu thereof the following new definition:
““Syndication Agents” means, as to the Revolving Credit Facility, Xxxxx Fargo and PNC, in their capacities as syndication agents under this Agreement and, as to the Term Loan Facility, PNC, Regions Bank, Zions Bancorporation, N.A., dba Zions First National Bank, and Bank of the West, in their capacities as syndication agents under this Agreement.”
(p)By deleting the words “Closing Date” appearing in clause (a) of the definition of “Term Loan Lender” appearing in Section 1.01 of the Credit Agreement and inserting in lieu thereof the words “Second Amendment Date”.
(q)By deleting the defined term “Closing Date” each time it appears in Section 2.01(b) of the Credit Agreement and inserting in lieu thereof the defined term “Second Amendment Date”.
(r)By deleting the parenthetical “(subject, in any event, to Section 2.05(d) with respect to any prepayment of Term Loans)” appearing in the first (1st) sentence of Section 2.05(a)”.
(s)By deleting in its entirety Section 2.05(d).
(t)By deleting in its entirety Section 2.16 of the Credit Agreement in its entirety and inserting in lieu thereof the following new Section 2.16:
“2.16 Extension of Initial Term Loan Maturity Date
.
The Borrowers shall have the right and option to extend the Initial Term Loan Maturity Date to April 20, 2022, upon satisfaction of solely the following conditions precedent, which must be satisfied at or prior to the effectiveness of any extension of the Initial Term Loan Maturity Date:
(a)Extension Request. The Borrowers shall deliver written notice of such request (the “Extension Request”) to the Administrative Agent at least thirty (30) days prior to (but not more than one hundred twenty (120) days prior to) the Initial Term Loan Maturity Date.
(b)Payment of Extension Fee. The Borrowers shall pay to the Administrative Agent for the pro rata accounts of the Term Loan Lenders
5
1880008.01-NYCSR03A - MSW
in accordance with the outstanding principal amount of their respective Term Loans an extension fee in an aggregate amount equal to 0.20% of the outstanding principal amount of the Term Loans on the Initial Term Loan Maturity Date, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(c)No Default. On the Initial Term Loan Maturity Date there shall exist no Default or Event of Default.
(d)Representations and Warranties. The representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Initial Term Loan Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(e)Beneficial Ownership Certification. If requested by the Administrative Agent or any Lender, each Borrower shall have delivered, at least two (2) Business Day prior to the Initial Term Loan Maturity Date, to the Administrative Agent (and any such Lender) a completed and executed Beneficial Ownership Certification.
(u)By deleting in its entirety Section 2.17 of the Credit Agreement. Each and every reference to Section 2.17 in the Credit Agreement is hereby omitted and of no further force and effect.
(v)By (i) deleting the defined term “Closing Date” each time it appears in Section 5.13 of the Credit Agreement and inserting in lieu thereof the defined term “Second Amendment Date” and (ii) deleting the words “May 2017 financial information” appearing in Section 5.13 of the Credit Agreement and inserting in lieu thereof the words “the most recently delivered financial information.”
(w)By deleting in its entirety Section 6.11 of the Credit Agreement and inserting in lieu thereof the following new Section 6.11:
|
“6.11 |
Use of Proceeds. The proceeds of Revolving Loans and Term Loans will be available to the Borrowers to fund working capital and other corporate purposes, including acquisitions, development and redevelopment of properties, Restricted Payments permitted pursuant to Section 7.06, and the refinancing of existing and future Indebtedness, all in accordance with this Agreement.” |
|
(x)By deleting in its entirety Schedule 1.01G attached to the Credit Agreement and inserting in lieu thereof Schedule 1.01G attached hereto.
6
1880008.01-NYCSR03A - MSW
(y)By deleting in its entirety Schedule 2.01A attached to the Credit Agreement and inserting in lieu thereof Schedule 2.01A attached hereto. The Loan Parties hereby acknowledge and agree that as of the Amendment Closing Date (as hereinafter defined) and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Revolving Credit Commitment and/or Term Loan Commitment, as applicable, shall be the amount set forth on Schedule 2.01A attached hereto. On the Amendment Closing Date, each of the Term Loan Lenders (as such term has been modified by this Amendment) shall be issued a Term Loan Note in the principal face amount of its Term Loan Commitment, which will be a “Term Loan Note” under the Credit Agreement.
(z)By deleting in its entirety Schedule 5.13 attached to the Credit Agreement and inserting in lieu thereof Schedule 5.13 attached hereto.
3.Termination of Waiver. Borrowers and Guarantors hereby acknowledge and agree that the consent to the “Consent Item” granted by the Required Lenders pursuant to that certain letter agreement dated March 12, 2020 among Borrowers, Guarantors and the Lenders party thereto (the “Waiver Letter”) is rescinded with respect to any purchase, redemption or other acquisition of REIT common stock made after the Amendment Closing Date, and, from and after the Amendment Closing Date, Borrowers shall comply with Section 7.06(c) of the Credit Agreement in all respects without regard to such Consent Item or any other consent, waiver or accommodation set forth in the Waiver Letter.
4.Conditions. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent (the date all such conditions have been satisfied or waived in writing by the Lenders hereinafter referred to as the “Amendment Closing Date”):
(a)Execution of this Amendment; Term Loan Notes. The Administrative Agent shall have received (i) executed originals of counterpart signature pages to this Amendment from the Borrowers, the other Loan Parties, the Intra-Company Lenders and the Lenders (provided, however, that the Administrative Agent shall accept executed counterparts of signature pages to this Amendment by telecopy or other electronic image (e.g., “PDF” or “TIF” via electronic mail) from Lenders for purposes of satisfying the condition set forth in this Section 4(a)(i) so long as any such Lenders delivering counterparts by telecopy or other electronic image deliver to the Agent manually-signed original counterparts as soon as practicable after the Amendment Closing Date), and (ii) an original Term Loan Note executed by the Borrowers in favor of each Term Loan Lender requesting a Term Loan Note.
(b)No Default. There shall exist no Default or Event of Default as of the Amendment Closing Date.
(c)Representations and Warranties. The representations and warranties of the Borrowers and each other Loan Party contained in Article V of the Credit Agreement and in each other Loan Document (in each case, as modified herein) shall be true and correct in all material respects on the Amendment Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case they shall only be required to have been true and correct in all material respects as of such earlier date and except that for purposes of this Section 4(c), the representations and warranties contained in (X) subsections (a) and (c) of Section
7
1880008.01-NYCSR03A - MSW
5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement (the “Current Audited Financial Statements”), and (Y) subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement).
(d)Organizational and Authority Documents. The Administrative Agent shall have received (i) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to act as a Responsible Officer in connection with this Amendment, the Term Loan Notes and any other documents or instruments executed in connection herewith or therewith.
(e)Legal Opinions. The Administrative Agent shall have received favorable opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, and such local counsel to the Loan Parties reasonably satisfactory to the Administrative Agent, in each case, as to matters concerning the Loan Parties and the Loan Documents and in form and substance reasonably satisfactory to the Administrative Agent.
(f)Closing Certificate. Borrowers shall have delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrowers (i) certifying (A) that the conditions specified in this Section 4 have been satisfied and (B) that there has been no event or circumstance since the date of the Current Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required.
(g)Compliance and Solvency Certificates. The Administrative Agent shall have received (A) a duly completed Compliance Certificate calculated in good faith based on the Current Audited Financial Statements, and (B) solvency certificate in form and substance reasonably satisfactory to the Administrative Agent, in each case signed by a Responsible Officer of the Borrowers.
(h)Fees and Expenses. Any fees required to be paid hereunder on or before the Amendment Closing Date shall have been paid (or will be paid out of proceeds of a Borrowing made hereunder on the Amendment Closing Date). Unless waived by the Administrative Agent, the Borrowers shall have paid (or will pay on the Amendment Closing Date) all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to the Amendment Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and
8
1880008.01-NYCSR03A - MSW
disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).
Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Closing Date specifying its objection thereto.
5.Expenses. The Borrowers shall pay the reasonable fees and expenses of the Administrative Agent in connection with this Amendment in accordance with Section 10.04 of the Credit Agreement.
6.References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.
7.Consent and Acknowledgment of the Loan Parties and Intra-Company Lenders. By execution of this Amendment, the Loan Parties and the Intra-Company Lenders hereby expressly consent to the modification and amendment relating to the Credit Agreement as set forth herein, and the Loan Parties and the Intra-Company Lenders hereby acknowledge, represent and agree that the Loan Documents remain in full force and effect and constitute the valid and legally binding obligations of the Loan Parties and the Intra-Company Lenders enforceable against such Persons in accordance with their respective terms. The Guarantors acknowledge and agree that the Guaranteed Obligations (as such term is defined in the Guaranty) shall include, without limitation, Borrowers’ Obligations with respect to the Term Loans made on the Amendment Closing Date and any additional Term Loans made pursuant to Section 2.17 of the Credit Agreement (as modified hereby). The Pledgors acknowledge and agree that the Indebtedness (as such term is defined in the applicable Pledge Agreement) shall include, without limitation, Borrowers’ Obligations with respect to the Term Loans made on the Amendment Closing Date and any additional Term Loans made pursuant to Section 2.17 of the Credit Agreement (as modified hereby). The Intra-Company Lenders acknowledge and agree that the Credit Facility (as such term is defined in the Intra-Company Loan Subordination Agreement) shall include, without limitation, Borrowers’ Obligations with respect to the Term Loans made on the Amendment Closing Date and any additional Term Loans made pursuant to Section 2.17 of the Credit Agreement (as modified hereby).
8.Representations. Each Borrower, each Guarantor, each Non-Borrower Pledgor and each Intra-Company Lender hereby represents and warrants to Administrative Agent and the Lenders as follows:
(a)Authorization. The execution, delivery and performance by such Person, as applicable, of this Amendment and any other documents executed in connection herewith and the transactions contemplated hereby and thereby have been duly authorized by all necessary
9
1880008.01-NYCSR03A - MSW
corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person, its Properties, or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its respective property is subject; or (iii) violate any Law, except to the extent that any of the foregoing referred to in clause (ii) and (iii) could not reasonably be expected to have a Material Adverse Effect.
(b)Enforceability. This Amendment and any other documents executed in connection herewith constitute the valid and legally binding obligations of each such Person, enforceable in accordance with the respective terms and provisions hereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(c)Reaffirmation. Each such Person reaffirms and restates as of the date hereof each and every representation and warranty made by such Person and its Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Person in connection therewith (except to the extent such representations and warranties specifically relate to an earlier date and except that the representations and warranties contained in (X) subsections (a) and (c) of Section 5.05 of the Credit Agreement shall be deemed to refer to the Current Audited Financial Statements, and (Y) subsection (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement).
(d)Approvals. The execution, delivery and performance of this Amendment and any other documents executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained.
9.No Default. By execution hereof, the Borrowers certify that as of the date of this Amendment and immediately after giving effect to this Amendment no Default or Event of Default has occurred and is continuing.
10.Waiver of Claims. Each of the Loan Parties and the Intra-Company Lenders acknowledges, represents and agrees that as of the date of this Amendment it has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of the Administrative Agent or any Lender, or any past or present officers, agents or employees of the Administrative Agent or any Lender, and the Loan Parties and the Intra-Company Lenders do hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.
11.Ratification, etc. Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect, and the parties
10
1880008.01-NYCSR03A - MSW
hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents as modified and amended herein. Nothing in this Amendment 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 any of the Loan Parties and/or the Intra-Company Lenders under the Loan Documents.
12.Amendment as Loan Document. This Amendment shall constitute a Loan Document.
13.Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic image (e.g., “PDF” or “TIF” via electronic mail) shall be effective as delivery of a manually executed counterpart of this Amendment.
14.Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
[remainder of this page intentionally left blank]
11
1880008.01-NYCSR03A - MSW
IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment as of the day and year first above written.
BORROWERS:
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland
corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO PROPERTIES, L.P., a
Delaware limited partnership
|
By: |
AIMCO-GP, INC., a Delaware |
corporation, its General Partner
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO/BETHESDA HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
AIMCO HOLDINGS QRS, INC.,
a Delaware corporation
AIMCO-LP TRUST,
a Delaware trust
AIMCO PROPERTIES FINANCE CORP.,
a Delaware corporation
ANGELES REALTY CORPORATION II,
a California corporation
CONCAP EQUITIES, INC.,
a Delaware corporation
AIMCO-GP, INC.,
a Delaware corporation
NHPMN-GP, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
NHP A&R SERVICES, LLC,
a Virginia limited liability company
By:AIMCO/Bethesda Holdings, Inc.,
a Delaware corporation,
its member
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO IPLP, L.P.,
a Delaware limited partnership
By:AIMCO/IPT, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
a Delaware limited partnership
By:AIMCO Holdings QRS, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AMBASSADOR APARTMENTS, L.P.,
a Delaware limited partnership
By: AIMCO QRS GP, LLC,
a Delaware limited liability company,
its general partner
By:AIMCO Properties, L.P.,
a Delaware limited partnership,
its member
By:AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By:AIMCO GP LA, L.P.,
a Delaware limited partnership,
its general partner
By:AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
GP-OP PROPERTY MANAGEMENT, LLC,
a Delaware limited liability company
By:AIMCO Properties, L.P.,
a Delaware limited partnership,
its member
By:AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
NHPMN MANAGEMENT, LLC,
a Delaware limited liability company
By:AIMCO/Bethesda Holdings, Inc.,
a Delaware corporation,
its manager
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
NHPMN MANAGEMENT, L.P.,
[Signature Page to Second Amendment to Credit Agreement]
a Delaware limited partnership
By:NHPMN-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
OP PROPERTY MANAGEMENT, LLC,
a Delaware limited liability company
By:AIMCO Properties, L.P.,
a Delaware limited partnership,
its manager
By:AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
OP PROPERTY MANAGEMENT, L.P.,
a Delaware limited partnership
By:NHPMN-GP, Inc.,
a Delaware corporation,
its managing general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
XXXX CLUB PARTNERS, L.L.C.,
a Maryland limited liability company
By:HC/OAC, L.L.C.,
a Maryland limited liability company,
its manager
By:OAC Investment, Inc.,
a Maryland corporation,
its manager
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO SELECT PROPERTIES, L.P.,
a Delaware limited partnership
By:AIMCO Holdings, L.P.,
a Delaware limited partnership,
its general partner
By:AIMCO Holdings QRS, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
LAC PROPERTIES XX XX LIMITED PARTNERSHIP,
a Delaware limited partnership
By:LAC Properties QRS II Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
WATERS LANDING PARTNERS, L.L.C.,
a Maryland limited liability company
By:WL/OAC, L.L.C.,
a Maryland limited liability company,
its manager
By:OAC Investment, Inc.,
a Maryland corporation,
its manager
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO EASTPOINTE, LLC,
a Delaware limited liability company
By:AIMCO Properties, L.P.,
a Delaware limited partnership,
its member
By:AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
RESCORP DEVELOPMENT, INC.,
an Illinois corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
NHP PARTNERS TWO LIMITED PARTNERSHIP,
a Delaware limited partnership
By: AIMCO Holdings, L.P.,
a Delaware limited partnership,
its general partner
By: AIMCO Holdings QRS, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO 000 XXXX 00XX XXXXXX, XXX,
a Delaware limited liability company
By: AIMCO Select Properties, L.P.,
a Delaware limited partnership,
its member
By: AIMCO Holdings, L.P.,
a Delaware limited partnership,
its general partner
By: AIMCO Holdings QRS, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
AIMCO 000 XXXX 00XX XXXXXX CO-OWNER, LLC,
a Delaware limited liability company
By: AIMCO Properties, L.P.,
a Delaware limited partnership,
its member
By: AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP,
a Maryland limited partnership
By: AIMCO/Lake Ridge, L.L.C.,
a Delaware limited liability company,
its general partner
By: AIMCO Properties, L.P.,
a Delaware limited partnership,
its member
By: AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AND
By:Oxford Equities Corporation,
an Indiana corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
AIMCO TREMONT, LLC,
a Delaware limited liability company
By: AIMCO Properties, L.P.,
a Delaware limited partnership,
its manager
By: AIMCO-GP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO XXXXXXX HOUSE, L.L.C.,
a Delaware limited liability company
By:AIMCO PROPERTIES, L.P., a Delaware
limited partnership, its manager
By:AIMCO-GP, INC., a Delaware
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP,
a California limited partnership
By:LAC PROPERTIES GP III LIMITED
PARTNERSHIP, a Delaware limited
partnership, its general partner
By:LAC PROPERTIES QRS III INC.,
a Delaware corporation, its general
partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
CCIP PLANTATION GARDENS, L.L.C.,
a Delaware limited liability company
By:CONCAP EQUITIES, INC., a Delaware
corporation, its managing member
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
AIMCO ESPLANADE AVENUE APARTMENTS, LLC,
a Delaware limited liability company
By:AIMCO PROPERTIES, L.P., a Delaware
limited partnership, its member
By:AIMCO-GP, INC., a Delaware
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
AIMCO SUBSIDIARY REIT I, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
OXFORD HOLDING CORPORATION,
a Maryland corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President, Treasurer and Debt
[Signature Page to Second Amendment to Credit Agreement]
KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender
By:/s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A., as Syndication Agent and as a Lender
By:/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender
By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., as Co-Documentation Agent and as a Lender
By:/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Senior Vice President
REGIONS BANK, as Co-Documentation Agent and as a Lender
By:/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
[Signature Page to Second Amendment to Credit Agreement]
CITIBANK, N.A., as Co-Documentation Agent and as a Lender
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX BANK, N.A, as a Lender
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Authorized Signatory
BANK OF THE WEST, a California banking corporation, as a Lender
By:/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
By:/s/ Xxxxx Xxxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxxx
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender
By:/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
BMO XXXXXX BANK, N.A., as Co-Documentation Agent and as a Lender
By:/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
[Signature Page to Second Amendment to Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and as a Lender
By:/s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Executive Director
ZIONS BANCORPORATION, N.A., dba ZIONS FIRST NATIONAL BANK (successor-in-interest by merger to ZB, N.A., dba ZIONS FIRST NATIONAL BANK)
By:/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
[Signature Page to Second Amendment to Credit Agreement]
GUARANTORS AS OF THE SECOND AMENDMENT DATE
AIMCO 000 Xxxx 00XX Xxxxxx Co-Owner, LLC
AIMCO 000 Xxxx 00XX Xxxxxx, LLC
AIMCO Eastpointe, LLC
AIMCO Esplanade Avenue Apartments, LLC
AIMCO Holdings QRS, Inc.
Aimco Holdings, L.P.
AIMCO IPLP, L.P.
AIMCO Xxxxxxx House, L.L.C.
AIMCO Properties Finance Corp.
AIMCO Select Properties, L.P.
AIMCO Tremont, LLC
AIMCO-GP, Inc.
AIMCO-LP Trust
Ambassador Apartments, L.P.
Angeles Realty Corporation II
Camarillo-Rosewood Associates Limited Partnership
CCIP Plantation Gardens, L.L.C.
CONCAP Equities, INC.
GP-OP Property Management, LLC
Xxxx Club Partners, L.L.C.
LAC Properties XX XX Limited Partnership
LAC Properties Operating Partnership, L.P.
Lake Ridge-Oxford Associates Limited Partnership
NHP A&R Services, LLC
NHP Partners Two Limited Partnership
NHPMN Management, L.P.
NHPMN Management, LLC
NHPMN-GP, Inc.
OP Property Management, L.P.
OP Property Management, LLC
RESCORP Development, INC.
Waters Landing Partners, L.L.C.
1880008.01-NYCSR03A - MSW
LENDERS AND COMMITMENTS
REVOLVING CREDIT COMMITMENTS
|
Lender |
Commitment |
Commitment Percentage |
|
KeyBank National Association |
$93,000,000.00 |
11.6250000% |
|
Xxxxx Fargo Bank, N.A. |
$93,000,000.00 |
11.0000000% |
|
PNC Bank, National Association |
$93,000,000.00 |
11.0000000% |
|
Bank of America, N.A. |
$78,000,000.00 |
9.0000000% |
|
Regions Bank |
$78,000,000.00 |
9.0000000% |
|
U.S. Bank National Association |
$78,000,000.00 |
9.0000000% |
|
Citibank, N.A. |
$58,000,000.00 |
7.2500000% |
|
BMO Xxxxxx Bank, N.A. |
$55,000,000.00 |
6.0000000% |
|
Bank of The West |
$55,000,000.00 |
6.8750000% |
|
JPMorgan Chase Bank, N.A. |
$55,000,000.00 |
6.8750000% |
|
Zions Bancorporation, N.A., d/b/a Zions First National Bank |
$45,000,000.00 |
5.0000000% |
|
Xxxxxx Xxxxxxx Bank, N.A. |
$19,000,000.00 |
2.3750000% |
|
TOTAL |
$800,000,000.00 |
100% |
1880008.01-NYCSR03A - MSW
Term Loan Commitments
|
Lender |
Commitment |
Applicable Percentage |
|
KeyBank National Association |
$70,000,000.00 |
20.0000000% |
|
PNC Bank, National Association |
$70,000,000.00 |
20.0000000% |
|
Regions Bank |
$70,000,000.00 |
20.0000000% |
|
Zions Bancorporation, N.A., dba Zions First National Bank |
$70,000,000.00 |
20.0000000% |
|
Bank of The West |
$70,000,000.00 |
20.0000000% |
|
Total: |
$350,000,000.00 |
100% |
1880008.01-NYCSR03A - MSW
SUBSIDIARIES
AS OF THE SECOND AMENDMENT DATE
|
|
1. |
AIMCO-GP, INC. |
|
|
2. |
AIMCO-LP TRUST |
|
|
3. |
AIMCO PROPERTIES, L.P. |
|
|
4. |
0000 XX XXXXX, LLC |
|
|
5. |
0000 XXXXXXXX XXX DRIVE, LLC |
|
|
6. |
AF HOTEL PARCEL LESSEE, LLC |
|
|
7. |
AF HOTEL PARCEL LESSOR, LLC |
|
|
8. |
AF HOTEL PARCEL OPPORTUNITY FUND, LP |
|
|
9. |
AF HOTEL PARCEL OPPORTUNITY ZONE BUSINESS, LP |
|
|
10. |
AIC REIT PROPERTIES LLC |
|
|
11. |
AIMCO 0000 XXXXX XXXXXX, LLC |
|
|
12. |
AIMCO 000 XXXXX XXXXXX, LLC |
|
|
13. |
AIMCO 000 XXXX 00XX XXXXXX, LLC |
|
|
14. |
AIMCO 182-188 COLUMBUS AVENUE, LLC |
|
|
15. |
AIMCO 21 XXXXXXXXXX LICENSE, LLC |
|
|
16. |
AIMCO 21 XXXXXXXXXX, LLC |
|
|
17. |
AIMCO 000 XXXX 00XX XX, LLC |
|
|
18. |
AIMCO 000 XXXXX XXXXXX, LLC |
|
|
19. |
AIMCO 000 XXXX 00XX XXXXXX CO-OWNER, LLC |
|
|
20. |
AIMCO 000 XXXX 00XX XXXXXX, LLC |
|
|
21. |
AIMCO 000 XXXXX XXXXXX, LLC |
|
|
22. |
AIMCO 000 XXXX 00XX XXXXXX, LLC |
|
|
23. |
AIMCO 000/000 XXXX 00XX XXXXXX, LLC |
|
|
24. |
AIMCO 0000 XXXXXX XXXXXX MEMBER I, LLC |
|
|
25. |
AIMCO 0000 XXXXXX XXXXXX MEMBER II, LLC |
|
|
26. |
AIMCO 0000 XXXXXX XXXXXX, LLC |
|
|
27. |
AIMCO 000 XXXX 00XX XXXXXX, LLC |
|
|
28. |
AIMCO 000 XXXX 00XX XXXXXX PROPERTY, LLC |
|
|
29. |
XXXXX 000-000 XXXXXXXXX 000-000 XXXX 00XX XXXXXX, LLC |
|
|
30. |
AIMCO 00 XXXXXX XXXXXX, LLC |
|
|
31. |
AIMCO 000 XXXX 00XX XXXXXX PROPERTY, LLC |
|
|
32. |
AIMCO 000 XXXX 00XX XXXXXX, LLC |
|
|
33. |
AIMCO 000 XXXX 00XX XX, LLC |
|
|
34. |
AIMCO 000 XXXXX XXXXX MEMBER, LLC |
|
|
35. |
AIMCO 000 XXXXX XXXXX, LLC |
|
|
36. |
AIMCO 00XX XXXXXX/XXXXXX XXXXXX PROPERTIES, LLC |
|
|
37. |
AIMCO ANGELES GP, LLC |
|
|
38. |
AIMCO XXXXX ROW, LLC |
|
|
39. |
AIMCO BALAYE APARTMENTS I, LLC |
|
|
40. |
AIMCO BENT TREE, LLC |
|
|
41. |
AIMCO BOSTON LOFTS, L.P. |
|
|
42. |
AIMCO BRIAR RIDGE GP, LLC |
|
|
43. |
AIMCO BRIAR RIDGE, L.P. |
|
|
44. |
AIMCO BROADWAY LOFTS GP, LLC |
|
|
45. |
AIMCO BROADWAY LOFTS, L.P. |
1880008.01-NYCSR03A - MSW
|
|
47. |
AIMCO BUENA VISTA APARTMENTS, L.P. |
|
|
48. |
AIMCO BURKSHIRE COMMONS GP, LLC |
|
|
49. |
AIMCO XXXXXXX CLUB, L.L.C. |
|
|
50. |
AIMCO XXXXXXX, INC. |
|
|
51. |
AIMCO XXXXXXX, L.L.C. |
|
|
52. |
AIMCO CANYON TERRACE GP, LLC |
|
|
53. |
AIMCO CANYON TERRACE, L.P. |
|
|
54. |
AIMCO CASA DEL MAR TIC, LLC |
|
|
55. |
AIMCO CASA DEL NORTE GP, LLC |
|
|
56. |
AIMCO CASA DEL NORTE LP, LLC |
|
|
57. |
AIMCO CHANTILLY GP, LLC |
|
|
58. |
AIMCO CHELSEA LAND, L.L.C. |
|
|
59. |
AIMCO CHESTNUT XXXX XX, LLC |
|
|
60. |
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP |
|
|
61. |
AIMCO CHESTNUT XXXX XX, LLC |
|
|
62. |
AIMCO CLEARING ACCOUNT, LLC |
|
|
63. |
AIMCO COLUMBUS AVE., LLC |
|
|
64. |
AIMCO EASTPOINTE, LLC |
|
|
65. |
AIMCO ELM CREEK TOWNHOMES TWO, LLC |
|
|
66. |
AIMCO ELM CREEK, L.P. |
|
|
67. |
AIMCO ESPLANADE AVENUE APARTMENTS, LLC |
|
|
68. |
AIMCO XXXXXXXXXX 3A LESSEE, LLC |
|
|
69. |
AIMCO XXXXXXXXXX 3A LESSOR, LLC |
|
|
70. |
AIMCO XXXXXXXXXX 3A, LLC |
|
|
71. |
AIMCO FLAMINGO HEALTH CLUB, LLC |
|
|
72. |
AIMCO FOXCHASE GP, LLC |
|
|
73. |
AIMCO FOXCHASE, L.P. |
|
|
74. |
AIMCO FRAMINGHAM, LLC |
|
|
75. |
AIMCO GARDENS GP LLC |
|
|
76. |
AIMCO GP LA, L.P. |
|
|
77. |
AIMCO GRANADA, L.L.C. |
|
|
78. |
AIMCO HERMOSA TERRACE GP, LLC |
|
|
79. |
AIMCO HERMOSA TERRACE LP, LLC |
|
|
80. |
AIMCO HILLMEADE, LLC |
|
|
81. |
AIMCO HOLDINGS I, LLC |
|
|
82. |
AIMCO HOLDINGS II, LLC |
|
|
83. |
AIMCO HOLDINGS QRS, INC. |
|
|
84. |
AIMCO HOLDINGS, L.P. |
|
|
85. |
AIMCO HORIZONS WEST APARTMENTS, LLC |
|
|
86. |
AIMCO HP/SWAP, LLC |
|
|
87. |
AIMCO HYDE PARK TOWER, L.L.C. |
|
|
88. |
AIMCO INDIGO GP, LLC |
|
|
89. |
AIMCO INDIGO, L.P. |
|
|
90. |
AIMCO IPLP, L.P. |
|
|
91. |
AIMCO KEY TOWERS, L.P. |
|
|
92. |
AIMCO LA JOLLA TERRACE GP, LLC |
|
|
93. |
AIMCO LA JOLLA TERRACE LP, LLC |
|
|
94. |
AIMCO LA QRS, INC. |
|
|
95. |
AIMCO XXXXX SQUARE APARTMENTS, LLC |
1880008.01-NYCSR03A - MSW
|
|
97. |
AIMCO LOCUST ON THE PARK MEMBER I, LLC |
|
|
98. |
AIMCO LOCUST ON THE PARK MEMBER II, LLC |
|
|
99. |
AIMCO LOCUST ON THE PARK, LLC |
|
|
100. |
AIMCO LP LA, LP |
|
|
101. |
AIMCO MADERA VISTA, LLC |
|
|
102. |
AIMCO MALIBU CANYON, LLC |
|
|
103. |
AIMCO MAPLE BAY, L.L.C. |
|
|
104. |
AIMCO XXXXXXX HOUSE, L.L.C. |
|
|
105. |
AIMCO MEZZO, LLC |
|
|
106. |
AIMCO MILAN, LLC |
|
|
107. |
AIMCO MONTEREY GROVE APARTMENTS TIC 2, LLC |
|
|
108. |
AIMCO MONTEREY GROVE APARTMENTS, LLC |
|
|
109. |
AIMCO N.P. LOFTS, L.P. |
|
|
110. |
AIMCO NORTH ANDOVER, L.L.C. |
|
|
111. |
AIMCO ONE ARDMORE PLACE MEMBER I, LLC |
|
|
112. |
AIMCO ONE ARDMORE PLACE MEMBER II, LLC |
|
|
113. |
AIMCO ONE ARDMORE PLACE, LLC |
|
|
114. |
AIMCO ONE CANAL, LLC |
|
|
115. |
AIMCO ONE MARKET STREET LESSEE, LLC |
|
|
116. |
AIMCO ONE MARKET STREET MEMBER, LLC |
|
|
117. |
AIMCO ONE MARKET STREET URBAN RENEWAL, LLC |
|
|
118. |
AIMCO OPPORTUNITY FUND 3A, LP |
|
|
119. |
AIMCO XXXXXXXXXXX XXXX 0X-0, XX |
|
|
120. |
AIMCO OPPORTUNITY ZONE 3A BUSINESS, LP |
|
|
121. |
AIMCO PACIFICA GP, LLC |
|
|
122. |
AIMCO PACIFICA PARK, L.P. |
|
|
123. |
AIMCO PALAZZO ACQUISITION, LLC |
|
|
124. |
AIMCO PARK AND 12TH, LLC |
|
|
125. |
AIMCO PARK LA BREA HOLDINGS, LLC |
|
|
126. |
AIMCO PARK LA BREA SERVICES, LLC |
|
|
127. |
AIMCO PARK LA BREA, INC. |
|
|
128. |
AIMCO PATHFINDER VILLAGE APARTMENTS GP, LLC |
|
|
129. |
AIMCO PATHFINDER VILLAGE APARTMENTS, L.P. |
|
|
130. |
AIMCO PLEASANT STREET, LLC |
|
|
131. |
AIMCO PROPERTIES FINANCE CORP. |
|
|
132. |
AIMCO PROPERTIES FINANCE PARTNERSHIP, L.P. |
|
|
133. |
AIMCO PROPERTIES, LLC |
|
|
134. |
AIMCO PROSPECT 400 GP, LLC |
|
|
135. |
AIMCO PROSPECT 400, L.P. |
|
|
136. |
AIMCO QRS GP, LLC |
|
|
137. |
AIMCO RAMBLEWOOD, L.L.C. |
|
|
138. |
AIMCO RIVER CLUB, LLC |
|
|
139. |
AIMCO XXXXX DRIVE GP, LLC |
|
|
140. |
AIMCO XXXXX DRIVE, L.P. |
|
|
141. |
AIMCO ROYAL CREST - NASHUA, L.L.C. |
|
|
142. |
AIMCO SAN BRUNO APARTMENTS PARTNERS, L.P. |
|
|
143. |
AIMCO SCHAUMBURG-OXFORD, LLC |
|
|
144. |
AIMCO SCOTCHOLLOW APARTMENTS GP, LLC |
|
|
145. |
AIMCO SCOTCHOLLOW APARTMENTS, L.P. |
1880008.01-NYCSR03A - MSW
|
|
147. |
AIMCO SERVICE COMPANY, LLC |
|
|
148. |
AIMCO SOUTHSTAR LOFTS MEMBER I, LLC |
|
|
149. |
AIMCO SOUTHSTAR LOFTS MEMBER II, LLC |
|
|
150. |
AIMCO SOUTHSTAR LOFTS, LLC |
|
|
151. |
AIMCO SUBSIDIARY REIT I, LLC |
|
|
152. |
AIMCO SUNSET ESCONDIDO, L.L.C. |
|
|
153. |
AIMCO TOWNSHIP AT HIGHLANDS APARTMENTS, LLC |
|
|
154. |
AIMCO TREMONT, LLC |
|
|
155. |
AIMCO UBS ACQUISITIONS, L.P. |
|
|
156. |
AIMCO UBS, LLC |
|
|
157. |
AIMCO VANTAGE POINTE, L.L.C. |
|
|
158. |
AIMCO VENEZIA, LLC |
|
|
159. |
AIMCO VILLA DEL SOL, L.P. |
|
|
160. |
AIMCO WARWICK, L.L.C. |
|
|
161. |
AIMCO WATERWAYS VILLAGE, LLC |
|
|
162. |
AIMCO WAVERLY, LLC |
|
|
163. |
AIMCO WESTCHESTER PARK, LLC |
|
|
164. |
AIMCO WEXFORD VILLAGE II, L.L.C. |
|
|
165. |
AIMCO WEXFORD VILLAGE, L.L.C. |
|
|
166. |
AIMCO YACHT CLUB AT BRICKELL, LLC |
|
|
167. |
AIMCO YORKTOWN, L.P. |
|
|
168. |
AIMCO/BETHESDA EMPLOYEE, L.L.C. |
|
|
169. |
AIMCO/BETHESDA HOLDINGS, INC. |
|
|
170. |
AIMCO/BLUFFS, L.L.C. |
|
|
171. |
AIMCO/BRANDYWINE, L.P. |
|
|
172. |
AIMCO/CHICKASAW, L.L.C. |
|
|
173. |
AIMCO/FARMINGDALE, L.L.C. |
|
|
174. |
AIMCO/IPT, INC. |
|
|
175. |
AIMCO/LAKE RIDGE, L.L.C. |
|
|
176. |
AIMCO/LEXINGTON, L.L.C. |
|
|
177. |
AIMCO/NASHUA, L.L.C. |
|
|
178. |
AIMCO/NHP PROPERTIES, INC. |
|
|
179. |
AIMCO/PARK TOWNE PLACE ASSOCIATES GP, LLC |
|
|
180. |
AIMCO/RAVENSWORTH ASSOCIATES GP, LLC |
|
|
181. |
AIMCO/SOUTHRIDGE, L.L.C. |
|
|
182. |
AIMCO/SWAP, L.L.C. |
|
|
183. |
AIMCO/WESTRIDGE, L.L.C. |
|
|
184. |
AMBASSADOR APARTMENTS, L.P. |
|
|
185. |
AMBASSADOR IX, INC. |
|
|
186. |
AMBASSADOR IX, L.P. |
|
|
187. |
AMREAL CORPORATION |
|
|
188. |
ANGELES INCOME PROPERTIES 6, LP |
|
|
189. |
ANGELES INVESTMENT PROPERTIES, INC. |
|
|
190. |
ANGELES PARTNERS XII, LP |
|
|
191. |
ANGELES PROPERTIES, INC. |
|
|
192. |
ANGELES REALTY CORPORATION II |
|
|
193. |
AP XII TWIN LAKE TOWERS, LLC |
|
|
194. |
APMSF COMMON LLC |
|
|
195. |
APMSF HOLDINGS LLC |
1880008.01-NYCSR03A - MSW
|
|
197. |
APMSF PHASE 1 LLC |
|
|
198. |
APMSF PHASE 1B LLC |
|
|
199. |
XXXXX XXXXX 0X LLC |
|
|
200. |
APMSF PHASE 1D LLC |
|
|
201. |
APMSF TRS MEMBER LLC |
|
|
202. |
BAY PARC PLAZA APARTMENTS, L.P. |
|
|
203. |
BAYBERRY HILL, L.L.C. |
|
|
204. |
BRIARCLIFFE-OXFORD ASSOCIATES LIMITED PARTNERSHIP |
|
|
205. |
BRICKELL BAY TOWER LTD |
|
|
206. |
BRICKELL BAY TOWER SPE, LLC |
|
|
207. |
BRICKELL BAY TOWER, INC. |
|
|
208. |
BROAD RIVER PROPERTIES, L.L.C. |
|
|
209. |
BROOKWOOD LIMITED PARTNERSHIP |
|
|
210. |
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P. |
|
|
211. |
CALMARK HERITAGE PARK II LIMITED PARTNERSHIP |
|
|
212. |
CALMARK INVESTORS, LTD., A CALIFORNIA LIMITED PARTNERSHIP |
|
|
213. |
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP |
|
|
214. |
CCIP PLANTATION GARDENS, L.L.C. |
|
|
215. |
CCIP STERLING, L.L.C. |
|
|
216. |
CCIP STERLING, L.P. |
|
|
217. |
CCP IV ASSOCIATES, LTD. |
|
|
218. |
CCP IV KNOLLWOOD, LLC |
|
|
219. |
CCP/IV RESIDENTIAL GP, L.L.C. |
|
|
220. |
CEDAR RIM APARTMENTS, LLC |
|
|
221. |
CHANTILLY PARTNERS LIMITED PARTNERSHIP |
|
|
222. |
CHESTNUT HILL ASSOCIATES LIMITED PARTNERSHIP |
|
|
223. |
CHICKASAW-OXFORD ASSOCIATES LIMITED PARTNERSHIP |
|
|
224. |
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP |
|
|
225. |
CONCAP EQUITIES, INC. |
|
|
226. |
CONGRESS REALTY COMPANIES LIMITED PARTNERSHIP |
|
|
227. |
CONGRESS REALTY CORP. |
|
|
228. |
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP |
|
|
229. |
CONSOLIDATED CAPITAL PROPERTIES IV, LP |
|
|
230. |
XXXXXX RIVER PROPERTIES, L.L.C. |
|
|
231. |
CPF CREEKSIDE, LLC |
|
|
232. |
CRC CONGRESS REALTY CORP. |
|
|
233. |
FARMINGDALE-OXFORD ASSOCIATES LIMITED PARTNERSHIP |
|
|
234. |
FLAMINGO SOUTH ACQUISITIONS, LLC |
|
|
235. |
FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD. |
|
|
236. |
FOX ASSOCIATES '84 |
|
|
237. |
FOX CAPITAL MANAGEMENT CORPORATION |
|
|
238. |
FOX PARTNERS |
|
|
239. |
FOX PARTNERS II |
|
|
240. |
FOX PARTNERS VIII |
|
|
241. |
FOX REALTY INVESTORS |
|
|
242. |
GEORGETOWN 20Y APARTMENTS, L.L.C. |
|
|
243. |
GP REAL ESTATE SERVICES II INC. |
|
|
244. |
GP-OP PROPERTY MANAGEMENT, LLC |
|
|
245. |
HC/OAC, L.L.C. |
1880008.01-NYCSR03A - MSW
|
|
247. |
HERITAGE PARK INVESTORS, INC. |
|
|
248. |
XXXX CLUB PARTNERS, L.L.C. |
|
|
249. |
XXXXXX'X XXXX AP XII GP, LLC |
|
|
250. |
HUNTERS XXXX AP XII LIMITED PARTNERSHIP |
|
|
251. |
IPLP ACQUISITION I LLC |
|
|
252. |
ISTC CORPORATION |
|
|
253. |
XXXXX-OXFORD LIMITED PARTNERSHIP |
|
|
254. |
LA BROADCAST CENTER GP LLC |
|
|
255. |
LA BROADCAST CENTER QRS INC. |
|
|
256. |
LA CRESCENT GARDENS GP LLC |
|
|
000. |
XX XXXXXXXX XXXXXXX LP |
|
|
258. |
LA CRESCENT GARDENS QRS INC. |
|
|
259. |
LA HILLCRESTE APARTMENTS LLC |
|
|
260. |
LA INDIAN OAKS GP LLC |
|
|
261. |
LA INDIAN OAKS LP |
|
|
262. |
LA INDIAN OAKS QRS INC. |
|
|
263. |
LA JOLLA TERRACE A LIMITED PARTNERSHIP |
|
|
264. |
LA LAKES GP LLC |
|
|
265. |
LA LAKES LP |
|
|
266. |
LA LAKES QRS INC. |
|
|
267. |
LA MALIBU CANYON GP LLC |
|
|
268. |
LA MALIBU CANYON LP |
|
|
269. |
LA MALIBU CANYON QRS INC. |
|
|
270. |
LA PARK LA BREA A LLC |
|
|
271. |
LA PARK LA BREA B LLC |
|
|
272. |
LA PARK LA BREA C LLC |
|
|
273. |
LA PARK LA BREA LLC |
|
|
274. |
LAC PROPERTIES XX XX LIMITED PARTNERSHIP |
|
|
275. |
LAC PROPERTIES GP III LIMITED PARTNERSHIP |
|
|
276. |
LAC PROPERTIES OPERATING PARTNERSHIP, L.P. |
|
|
277. |
LAC PROPERTIES QRS II INC. |
|
|
278. |
LAC PROPERTIES QRS III INC. |
|
|
279. |
LAFAYETTE MANOR ASSOCIATES LIMITED PARTNERSHIP |
|
|
280. |
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP |
|
|
281. |
LAKERIDGE-ISLAND CLUB APARTMENTS PARTNERS, L.P. |
|
|
282. |
LAZY HOLLOW PARTNERS |
|
|
283. |
LEXINGTON-OXFORD ASSOCIATES L.P. |
|
|
284. |
LINCOLN MARINERS ASSOCIATES LIMITED |
|
|
285. |
LINCOLN PLACE APARTMENTS MT GP, LLC |
|
|
286. |
LINCOLN PLACE APARTMENTS MT, LP |
|
|
287. |
LINCOLN PROPERTY COMPANY NO. 409, LTD. |
|
|
288. |
LJC ACQUISITIONS, LLC |
|
|
289. |
M & P DEVELOPMENT COMPANY |
|
|
290. |
MADISON RIVER PROPERTIES, L.L.C. |
|
|
291. |
MAERIL, INC. |
|
|
292. |
XXXXX XXXXXXX PARK LIMITED PARTNERSHIP |
|
|
293. |
MCZ/CENTRUM FLAMINGO II, L.L.C. |
|
|
294. |
MCZ/CENTRUM FLAMINGO III, L.L.C. |
|
|
295. |
MONROE CORPORATION |
1880008.01-NYCSR03A - MSW
|
|
297. |
XXXXXX XXXXXX APARTMENTS, L.P. |
|
|
298. |
XXXXXX XXXXXX HEALTH CLUB, LLC |
|
|
299. |
NASHUA-OXFORD-BAY ASSOCIATES LIMITED PARTNERSHIP |
|
|
300. |
NATIONAL BOSTON LOFTS ASSOCIATES, LLLP |
|
|
301. |
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS |
|
|
302. |
NATIONAL PROPERTY INVESTORS III, LP |
|
|
303. |
NHP A&R SERVICES, LLC |
|
|
304. |
NHP PARTNERS TWO LIMITED PARTNERSHIP |
|
|
305. |
NHP-HG FOUR, INC. |
|
|
306. |
NHPMN MANAGEMENT, L.P. |
|
|
307. |
NHPMN MANAGEMENT, LLC |
|
|
308. |
NHPMN-GP, INC. |
|
|
309. |
NP BANK LOFTS ASSOCIATES, L.P. |
|
|
310. |
NPI EQUITY INVESTMENTS II, INC. |
|
|
311. |
NPI EQUITY INVESTMENTS, INC. |
|
|
312. |
OAC INVESTMENT, INC. |
|
|
313. |
OAC L.L.C. |
|
|
314. |
OAC LIMITED PARTNERSHIP |
|
|
315. |
OAMCO VII, L.L.C. |
|
|
316. |
OAMCO XI, L.L.C. |
|
|
317. |
OAMCO XIX, L.L.C. |
|
|
318. |
OAMCO XIX, L.P. |
|
|
319. |
OAMCO XV, L.L.C. |
|
|
320. |
OAMCO XVI, L.L.C. |
|
|
321. |
OAMCO XXIII, L.L.C. |
|
|
322. |
OP PROPERTY MANAGEMENT, L.P. |
|
|
323. |
OP PROPERTY MANAGEMENT, LLC |
|
|
324. |
OXFORD APARTMENT COMPANY, INC. |
|
|
325. |
OXFORD ASSOCIATES '82 LIMITED PARTNERSHIP |
|
|
326. |
OXFORD ASSOCIATES '84 LIMITED PARTNERSHIP |
|
|
327. |
OXFORD ASSOCIATES '85 LIMITED PARTNERSHIP |
|
|
328. |
OXFORD EQUITIES CORPORATION |
|
|
329. |
OXFORD EQUITIES CORPORATION III |
|
|
330. |
OXFORD HOLDING CORPORATION |
|
|
331. |
OXFORD INVESTMENT CORPORATION |
|
|
332. |
OXFORD INVESTMENT II CORPORATION |
|
|
333. |
OXFORD MANAGERS I LIMITED PARTNERSHIP |
|
|
334. |
OXFORD PARTNERS X, L.L.C. |
|
|
335. |
OXFORD REALTY FINANCIAL GROUP, INC. |
|
|
336. |
OXFORD-COLUMBIA ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP |
|
|
337. |
PARK LA BREA ACQUISITION, LLC |
|
|
338. |
PARK TOWNE PLACE ASSOCIATES LIMITED PARTNERSHIP |
|
|
339. |
POST RIDGE ASSOCIATES, LTD., LIMITED PARTNERSHIP |
|
|
340. |
RAMBLEWOOD LIMITED PARTNERSHIP |
|
|
341. |
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP |
|
|
342. |
RAVENSWORTH ASSOCIATES, LLC |
|
|
343. |
XXXXX RIVER PROPERTIES, L.L.C. |
|
|
344. |
RESCORP DEVELOPMENT, INC. |
|
|
345. |
RI-15 GP, LLC |
1880008.01-NYCSR03A - MSW
|
|
347. |
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP |
|
|
348. |
RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP |
|
|
349. |
RIVERCREST APARTMENTS, L.P. |
|
|
350. |
ROYAL CREST ESTATES (MARLBORO), L.L.C. |
|
|
351. |
SOUTHRIDGE-OXFORD LIMITED PARTNERSHIP |
|
|
352. |
ST. XXXXXX VILLAS LIMITED PARTNERSHIP |
|
|
353. |
THE NATIONAL HOUSING PARTNERSHIP |
|
|
354. |
THE NATIONAL HOUSING PARTNERSHIP II TRUST |
|
|
355. |
THE OAK PARK PARTNERSHIP LIMITED PARTNERSHIP |
|
|
356. |
TUJUNGA GARDENS LIMITED PARTNERSHIP |
|
|
357. |
UNIVERSAL BOOT SHOPS, A CALIFORNIA GENERAL PARTNERSHIP |
|
|
358. |
WATERFORD VILLAGE, L.L.C. |
|
|
359. |
WATERS LANDING PARTNERS, L.L.C. |
|
|
360. |
WESTRIDGE-OXFORD LIMITED PARTNERSHIP |
|
|
361. |
WILLIAMSBURG LIMITED PARTNERSHIP |
|
|
362. |
WL/OAC, L.L.C. |
|
|
363. |
ZIMCO XI L.L.C. |
|
|
364. |
ZIMCO XVIII L.L.C. |
|
|
365. |
ZIMCO/CHANTILLY CORPORATION |
|
|
366. |
ZIMCO/MONROE CORPORATION XI |
1880008.01-NYCSR03A - MSW
