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EXHIBIT 10.3
October 1, 1998
$35,000,000
Los Angeles, California
FOR VALUE RECEIVED, AIMCO Properties, L.P., a Delaware limited
partnership (the "Borrower"), promises to pay to the order of BANKBOSTON, N.A.
("Lender") the principal amount of THIRTY FIVE MILLION AND NO/100 DOLLARS
($35,000,000) or, if less, the aggregate amount of Loans (as such term and all
other capitalized terms used but not defined herein are defined in the Credit
Agreement referred to below) made by the Lender to the Borrower pursuant to the
Credit Agreement referred to below, outstanding on the Revolving Facility
Maturity Date or, if the Borrower duly converts the Revolving Facility to the
Term Loan pursuant to the Credit Agreement, on the Term Loan Maturity Date.
The Borrower also promises to make principal payments and interest on
the unpaid principal amount hereof from the date hereof until paid at the rates
and at the times which shall be determined in accordance with the provisions of
the Credit Agreement.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Payment Office. Until notified of the transfer of this Note, the Borrower shall
be entitled to deem the Lender or such person who has been so identified by the
transferor in writing to the Borrower as the holder of this Note, as the owner
and holder of this Note. The Lender and any subsequent holder of this Note
agrees that before disposing of this Note, or any part hereof, it will make a
notation hereon of all principal payments previously made hereunder of the date
to which interest hereon has been paid on the schedule attached hereto, if any;
provided, however, that the failure to make notation of any payment made on this
Note shall not limit or otherwise affect the obligation of the Borrower
hereunder with respect to payments of principal or interest on this Note.
This Note is referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility)
dated as of the even date herewith, (the "Credit Agreement"), among the
Borrower, the lenders from time to time party thereto, Bank of America National
Trust and Savings Association, as Agent, and BankBoston N.A., as Documentation
Agent. The Credit Agreement, among other things, (i) provides for the making of
loans (the "Loans") by the Lender to the Borrower from time to time in an
aggregate amount first above mentioned, the indebtedness of the Borrower
resulting from each such Loan being evidenced by this Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for mandatory and optional prepayments on account of
principal hereof and certain principal payments prior to the maturity hereof
upon the terms and conditions therein specified.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
Execution Copy Promissory Note
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No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligation of the
Borrower, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
The Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred in the collection and enforcement of this
Note. The Borrower hereby waives diligence, presentment, and protest, and except
as provided in the Credit Agreement, demand and notice of every kind and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.
This Note shall be governed by, and construed in accordance with, the
laws of the state of California without giving effect to its choice of law
doctrine.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized officer, as of the date and place first
above written.
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC.,
a Delaware corporation,
its general partner
By:
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Xxxxx X. Xxxxxxxxx
Vice President
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TRANSACTIONS ON NOTE
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Date Amount of Amount of Principal Interest Paid Interest Paid Notation
Loan Made Principal Balance Through Made By
Paid
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Promissory Note
