EXHIBIT 5
LETTER AGREEMENT
This Letter Agreement ("Letter Agreement") is made and dated as of this 5th
day of May, 1997, by APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland
corporation (the "REIT"), AIMCO PROPERTIES, L.P., a Delaware limited partnership
(together with the REIT, the "Guarantors"), and AIMCO/NHP HOLDINGS, INC. (the
"Acquisition Sub"). Capitalized terms used and not defined herein shall have
the meanings set forth in the Pledge Agreement, dated as of event date herewith,
by the REIT and the other parties listed therein (the "Pledge Agreement").
The Acquisition Sub hereby agrees that, in the event the Lenders exercise
their acceleration remedy pursuant to an Event of Default under the Credit
Agreement (Acquisition Sub Facility), dated of even date herewith, by and among
Acquisition Sub, BofA (as agent and as a lender), Xxxxx Xxxxxx Holdings, Inc.,
as a lender, and the other lenders from time to time (the "Acquisition Sub
Credit Agreement"), the Acquisition Sub shall sell its holdings in NHP Stock to
the extent necessary in order to satisfy the Obligations owing to the Lenders
under the Credit Agreement as a result of such acceleration. The Acquisition
Sub shall sell such NHP Stock within 10 Business Days of receiving notice of
such an Event of Default; provided, however, such obligation to sell the NHP
Stock shall not be required if the Lenders exercise their acceleration remedy
due to an Event of Default resulting from any payment default on the Scheduled
Maturity Date or from the bankruptcy or insolvency of the Acquisition Sub.
This Letter Agreement is made and entered into for the sole protection
and legal benefit of the parties hereto, and no other Person shall be a
direct or indirect legal beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Letter Agreement.
AIMCO/NHP HOLDINGS, INC.
By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice Chairman
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
General Partner
By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
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