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EXHIBIT 10.3
$149,500,000
AIMCO PROPERTIES, L.P.
6-1/2% CONVERTIBLE NOTE
AIMCO Properties, L.P., a Delaware limited partnership (the
"Company," which term includes any successor limited partnership), for value
received, hereby promises to pay to AIMCO-LP, Inc. or registered assigns (the
"Holder"), the principal sum of one hundred forty-nine million and five hundred
thousand dollars ($149,500,000) on September 30, 2016, and to pay interest on
said principal sum from September 30, 1998, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on March 31, June 30, September 30, and December 31 of each
year commencing December 31, 1996, at the rate of 6-1/2% per annum until the
principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded quarterly. The
amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on this Note is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The principal of (and premium, if any) and the interest on this
Note shall be payable in any coin or currency of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. The payment of the principal of (and premium, if any) and interest on
this Note will be made at such place and to such account as may be designated
by the Holder.
Reference is made to an indenture (including any and all indentures
supplemental thereto, the "Indenture") dated as of November 1, 1996, duly
executed and delivered between Insignia Financial Group, Inc. (together with
any successors, the "Issuer") and First Union National Bank of South Carolina,
as Trustee (the "Trustee"), which sets forth a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of convertible debentures specified therein
(the "Convertible Debentures"). All terms used in this Note that are not
defined herein but are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
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In the event of any redemption or repurchase of any principal amount
of Convertible Debentures by the Issuer, the Company shall concurrently (or
immediately prior thereto) redeem an equal principal amount of this Note at a
redemption price equal to the redemption price (including any accrued and
unpaid interest and any premium or additional payments) payable for such
Convertible Debentures.
If any principal amount of Convertible Debentures becomes due and
payable, an equal principal amount of this Note and all interest accrued
thereon shall become due and payable.
If the Issuer at any time extends the interest payment period of the
Convertible Debentures, the interest payment period for this Note shall be
automatically extended for the same amount of time and, at the end of such
extended period, the Company shall pay all interest (including an amount equal
to the Additional Payments on the Convertible Deventures) then accrued and
unpaid (together with interest thereon at the rate specified for the
Convertible Debentures to the extent that payment of such interest is
enforceable under applicable law) to the Holder.
Upon the conversion of any principal amount of Convertible Debentures
into shares of Class E Cumulative Preferred Stock of Apartment Investment and
Management Company, an equal principal amount of this Note shall automatically
be converted into a number of Class E Partnership Preferred Units of the
Company equal to the number of shares that such principal amount of Convertible
Debentures is converted into. Upon the conversion of any principal amount of
Convertible Debentures into shares of Class A Common Stock of Apartment
Investment and Management Company, an equal principal amount of this Note shall
automatically be converted into a number of Partnership Common Units of the
Company equal to the number of shares that such principal amount of Convertible
Debentures is converted into.
Upon conversion, no adjustment or payment will be made for interest
or dividends, but if any principal amount of this Note is converted on or after
the Regular Record Date for the payment of an installment of interest on the
Convertible Debentures and prior to the opening of business on the next
Interest Payment Date, then, notwithstanding such conversion, the interest
payable on such Interest Payment Date will be paid to the Holder. No
fractional units will be issued upon conversion but a cash adjustment will be
made for any fractional interest. The outstanding principal amount of this
Note shall be reduced by the portion of the principal amount hereof converted
into units.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE NOTE
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.,
its General Partner
By:
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Name: Xxxxx X. Xxxxxxxxx
Title: President
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SCHEDULE A
The original principal amount of this Note shall be $149,500,000.
The following increases or decreases in the principal amount of this Note have
been made:
Date of Amount of Amount of Signature of authorized
increase increase in decrease in Principal amount of officer of General
or principal principal Note following Partner of the
decrease amount amount increase or decrease Company
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