FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the Guarantors and Pledgors named herein, Bank of...
Exhibit 10.1
among
Apartment Investment and Management Company,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
as the Borrowers,
the Guarantors and
Pledgors named herein,
the Guarantors and
Pledgors named herein,
Bank of America, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer
as Administrative Agent, Swing Line Lender
and L/C Issuer
and
The Other Financial
Institutions Party Hereto
Institutions Party Hereto
Dated as of September 14, 0000
XXXX XX XXXXXXX SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this
“Amendment”) is dated as of September 14, 2007 and entered into 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 collectively
referred to herein as “Borrowers”), BANK OF AMERICA, N.A. (“Bank of America”), as
Administrative Agent (in such capacity, “Administrative Agent”) and as Swing Line Lender
and L/C Issuer, and the Lenders party hereto, and is made with reference to that certain Amended
and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, by and among Borrowers,
each lender from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as
Swing Line Lender and L/C Issuer, and KeyBank National Association, as Syndication Agent (the
“Credit Agreement”), as amended by that certain First Amendment to Amended and Restated
Senior Secured Credit Agreement, dated June 16, 2005 (the “First Amendment”), as amended by
that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March
22, 2006 (the “Second Amendment”), and as amended by that certain Third Amendment to
Amended and Restated Senior Secured Credit Agreement, dated August 31, 2007 (“Third
Amendment”) (the Credit Agreement as amended by the First Amendment, Second Amendment, Third
Amendment and this Amendment is referred to herein as the “Amended Agreement”).
Capitalized terms used in this Amendment shall have the meanings set forth in the Amended Agreement
unless otherwise defined herein.
A. Clause (iii) of the defined term “Interest Period” is deleted in its entirety and
replaced with the following:
“(iii) no Interest Period shall extend beyond the Revolving Commitment Termination Date, Term
A Loan Maturity Date, or the Term B Loan Maturity Date, as applicable.”
B. The following defined terms are deleted in their entirety and replaced with:
“‘Applicable Percentage’ means, as of the date of determination:
(a) with respect to a Lender’s obligation to make Revolving Loans and receive payments of
principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolving
Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such
Lender’s Revolving Commitment, by (z) the aggregate Revolving Commitments of all Lenders, and (ii)
from and after the time that all Revolving Commitments have been terminated or reduced to zero, the
percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s
Revolving Loans by (z) the aggregate outstanding principal amount of all Revolving Loans,
(b) with respect to a Lender’s obligations to participate in Letters of Credit, to reimburse
the Issuing Lender, and to receive payments of fees with respect thereto, (i) prior to the
Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y)
such Lender’s Revolving Commitment, by (z) the aggregate Revolving Commitments of all Lenders, and
(ii) from and after the time that the Revolving Commitments have been terminated or reduced to
zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such
Lender’s Revolving Loans by (z) the aggregate outstanding principal amount of all Revolving Loans,
(c) (i) with respect to a Lender’s obligation to make a Term A Loans, the percentage obtained
by dividing (x) such Lender’s Term A Loan Commitment, by (y) the aggregate amount of all Lenders’
Term A Loan Commitments, and (ii) with respect to a Lender’s right to receive payments of interest,
fees and principal with respect to Term A Loans from and after the making of a Term A Loan, the
percentage obtained by dividing (x) the aggregate outstanding amount of such Lender’s Term A Loan
by (y) the aggregate outstanding amount of Term A Loans held by all Lenders,
(d) (i) with respect to a Lender’s obligation to make a Term B Loans, the percentage obtained
by dividing (x) such Lender’s Term B Loan Commitment, by (y) the aggregate amount of all Lenders’
Term B Loan Commitments, and (ii) with respect to a Lender’s right to receive payments of interest,
fees and principal with respect to Term B Loans from and after the making of a Term B Loan, the
percentage obtained by dividing (x) the aggregate outstanding amount of such Lender’s Term B Loan
by (y) the aggregate outstanding amount of Term B Loans held by all Lenders, and
(e) with respect to all other matters as to a particular Lender (including the indemnification
obligations arising under Section 10.04), the percentage obtained by dividing (i) such Lender’s
Revolving Commitment, plus such Lender’s portion of the Term Loan Amount, by (ii) the aggregate
amount of Revolving Commitments of all Lenders, plus the Term Loan Amount; provided, however, that
in the event the Revolving Commitments have been terminated or reduced to zero, the Applicable
Percentage under this clause (e) shall be the
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percentage obtained by dividing (A) the outstanding principal amount of such Lender’s
Revolving Loans, plus such Lender’s ratable portion of the outstanding Letters of Credit, plus such
Lender’s portion of the Term Loan Amount by (B) the principal amount of all outstanding Revolving
Loans, plus the aggregate amount of outstanding Letters of Credit, plus the Term Loan Amount.
(f) The initial Applicable Percentage of each Lender 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.”
“‘Applicable Term Rate’ means the following percentages per annum based on whether
that portion of the Term B Loan is a Eurodollar Rate Loan or a Base Rate Loan: (a) for a Eurodollar
Rate Loan, 1.50%, and (b) for a Base Rate Loan, 0.25%.”
“‘Interest Payment Date’ means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Revolving Commitment Termination
Date, Term A Loan Maturity Date or the Term B Loan Maturity Date as applicable; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each month and the Revolving Commitment Termination Date, Term A Loan Maturity
Date, or Term B Loan Maturity Date as applicable.”
“‘Maturity Date’ means the later to occur of the Term A Loan Maturity Date, Term B
Loan Maturity Date or the Revolving Commitment Termination Date.”
“‘Term Loan Commitment’ means the Term A Loan Commitment and Term B Loan Commitment.”
C. The following defined terms in Section 1.01 shall be inserted in the correct alphabetical
location:
“‘Applicable Term A Loan Rate’ means the following percentages per annum based on
whether that portion of the Term A Loan is a Eurodollar Rate Loan or a Base Rate Loan: (a) for a
Eurodollar Rate Loan, 1.375%, and (b) for a Base Rate Loan, 0%.”
“‘Fourth Amendment’ means the Fourth Amendment to this Agreement, dated as of
September 14, 2007, among the Borrowers, the Administrative Agent and the Lenders party thereto.”
“‘Fourth Amendment Effective Date’ means the date all of the conditions to
effectiveness set forth in Section 2 of the Fourth Amendment are satisfied.”
“‘Term A Loan’ means a senior secured Term Loan advanced to Borrowers as set forth in
Section 2.15(c).”
“‘Term A Loan Commitment’ means, as to each Term Lender at any time, its obligations
to make the Term A Loan to the Borrower pursuant to Section 2.15 in an
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aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Term Lender’s name on Schedule 1.01T, or the amount set forth in the Assignment and
Assumption pursuant to which such Lender acquired a Term A Loan Commitment, as such amount may be
adjusted from time to time. A Term Lender’s Term A Loan Commitment may be increased from time to
time with its consent pursuant to Section 2.15. The Term A Loan Commitment of each Term A
Loan Lender as of the Fourth Amendment Effective Date is set forth on Schedule 1.01T.”
“‘Term A Loan Lender” means, collectively, each Lender holding a Term A Loan.”
“‘Term A Loan Maturity Date’ means the later of (a) September 14, 2008 and (b) if the
Term A Loan Maturity Date is extended pursuant to Section 2.16, such extended Term A Loan Maturity
Date as determined pursuant to Section 2.16.
“‘Term B Loan’ means any Term Loans outstanding prior to the Fourth Amendment
Effective Date.”
“‘Term B Loan Commitment’ means, as to each Term Lender at any time, its obligations
to make a Term B Loan to the Borrower pursuant to Section 2.01(b) in an aggregate principal
amount on the Closing Date not to exceed such Term Lender’s portion of the Term Loan Amount or the
amount set forth in the Assignment and Assumption pursuant to which such Term Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement and in an aggregate principal amount on or after the Increase Effective Date, not to
exceed such Term Lender’s Term B Loan Commitments issued pursuant to Section 2.15. A Term
Lender’s Commitment may be increased from time to time with its consent pursuant to Section
2.15.”
“‘Term B Loan Maturity Date’ means, March 22, 2011.”
“‘Tranche’ means with respect to any Loan, its character as a Revolving Loan, Term A
Loan or Term B Loan.”
1.2 Amendment to Section 2.05(a). Section 2.05(a) is deleted in its entirety and replaced
with the following:
“The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment
of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the Type(s) and
Tranche(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage
(if any) of such prepayment. If such notice is given by the
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Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate
Loan shall be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the
applicable Tranches of the Committed Loans of the Lenders indicated in such notices in accordance
with their respective Applicable Percentages.”
1.3 Amendment to Section 2.07(c). Section 2.07(c) is deleted in its entirety and replaced
with:
“(c) The Borrowers shall repay on the Term B Loan Maturity Date the aggregate principal amount
of the Term B Loan outstanding on such date.”
1.4 Amendment to Section 2.07. Section 2.07 is amended by adding subsection (d) to Section
2.07 as follows:
“(d) The Borrowers shall repay on the Term A Loan Maturity Date the aggregate principal amount
of the Term A Loan outstanding on such date.”
1.5 Amendment to Section 2.08(a). Section 2.08(a) is deleted in its entirety and replaced
with:
“(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan that is
a Revolving Loan shall bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Revolving Rate; (ii) each Eurodollar Rate Loan that is a portion of the Term B Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Term Rate;
(iii) each Eurodollar Rate Loan that is a portion of the Term A Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Term A Loan Rate, (iv) each Base Rate
Loan that is a Revolving Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Revolving Rate; (v) each Base Rate Loan that is a portion of the Term B Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Term Rate; (vi) each Base Rate Loan that is a portion
of the Term A Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Term A
Loan Rate, and (vii) each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Revolving Rate.”
1.6 Amendment to Section 2.15. Section 2.15 is amended by adding the following as
subsection (c):
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“2.16 Extension of Term A Loan Maturity Date.
(i) no Default or Event of Default shall have occurred and be continuing on
the date of such extension and after giving effect thereto;
(ii) to the knowledge of the Borrowers, the representations and warranties
contained in this Agreement are true and correct, on and as of the date of such
extension and after giving effect thereto, as though made on and
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as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, only as of such specific date);
and
(iii) the Borrowers pay the Term A Loan Lenders an extension fee on the
Existing Term A Loan Maturity Date in an amount equal to the product of (i)
0.125%, multiplied by (ii) the aggregate outstanding amount of Term A Loans at
the time of the Existing Term A Loan Maturity Date.
1.8 Addition of Schedule 1.01T. Schedule 1.01T attached hereto is hereby added to the Amended
Agreement as Schedule 1.01T to the Amended Agreement.
1.9 Waiver of Section 2.15. The Lenders hereby waive, in connection with the Term A Loan and
Revolving Commitments contemplated under Section 2.15(c), the ten Business Day notice period
required under Section 2.15(a)(i) and the Lender notification contemplated under Section
2.15(a)(ii).
This Amendment shall become effective as of the Fourth Amendment Effective Date, at such time
that all of the following conditions are satisfied:
A. The Administrative Agent shall have received counterparts of this Amendment, duly executed
and delivered on behalf of each of (a) the Borrowers, and (b) the Administrative Agent (in lieu of
executing this Amendment, the Required Lenders provided to Administrative Agent their written
consent to this Amendment by their execution of the Third Amendment and such consent has the same
effect as if their respective signatures are attached hereto);
B. Guarantors and the Borrowers and Subsidiaries of the Borrowers party to the Pledge
Agreements as “Pledgors” (the “Pledgors”) shall have executed this Amendment with respect to
Section 5;
C. Administrative Agent and its counsel shall have received executed resolutions from
Borrowers, Guarantors and Pledgors authorizing the entry into and performance of this Amendment
and the Credit Agreement as amended, all in form and substance satisfactory to Administrative
Agent and its counsel;
D. Administrative Agent and its counsel shall have received an opinion from the counsel
representing the Borrowers regarding the authorization and enforceability of the Fourth Amendment
and the Loan Documents, all in form and substance satisfactory to Administrative Agent; and
E. Borrowers shall have paid such fees owing pursuant to the Fee Letter, dated August 16,
2007, between Borrowers, Administrative Agent and Banc of America Securities LLC.
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In order to induce the Lenders to consent to this Amendment and to amend the Credit Agreement
in the manner provided herein, Borrowers represent and warrant to Administrative Agent and to each
Lender that the following statements are true, correct and complete:
3.1 Corporate Power and Authority. Borrowers have all requisite power and authority
to enter into this Amendment and any other agreements, guaranties or other operative documents to
be delivered pursuant to this Amendment, to carry out the transactions contemplated by, and perform
their obligations under, the Amended Agreement. Each of the Borrowers, Pledgors and Guarantors is
in good standing in the respective states of their organization on the Fourth Amendment Effective
Date;
3.2 Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement have been duly authorized by all necessary action on the part
of Borrowers and the other parties delivering any of such documents, as the case may be. Except as
disclosed on Schedule 3.2, the organizational documents of the Borrowers, Pledgors and
Guarantors have not been modified in any material respect since the date of the Third Amendment.
3.3 No Default. After giving effect to this Amendment, no Default or Event of Default
exists under the Credit Agreement as of the Fourth Amendment Effective Date. Further, after giving
effect to this Amendment, no Default or Event of Default would result under the Amended Agreement
from the consummation of this Amendment;
3.4 No Conflict. The execution, delivery and performance by Borrowers, Pledgors and
Guarantors of this Amendment and the performance of the Amended Agreement by Borrowers, does not
and will not (i) violate any provision of any applicable material law or any governmental rule or
regulation applicable to Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as
could not reasonably be expected to have a Material Adverse Effect, the Organization Documents of
Borrowers, Pledgors, Guarantors or any of their Subsidiaries or any order, judgment or decree of
any court or other Governmental Authority binding on Borrowers, Pledgors, Guarantors or any of
their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect,
(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both)
a default under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their
Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (iii)
result in or require the creation or imposition of any Lien upon any of the properties or assets of
Borrowers, Pledgors, Guarantors or any of their Subsidiaries not otherwise permitted by the Amended
Agreement except as could not reasonably be expected to have a Material Adverse Effect, or (iv)
require any approval of members or stockholders or any approval or consent of any Person under any
Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their Subsidiaries, except for
such approvals or consents which have been or will be obtained on or before the Fourth Amendment
Effective Date or except for such approvals or consents which, if not obtained, are not reasonably
expected to result in a Material Adverse Effect;
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3.5 Governmental Consents. The execution and delivery by Borrowers, Guarantors and
Pledgors of this Amendment and the performance by Borrowers, Guarantors and Pledgors under the
Amended Agreement does not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other governmental authority or
regulatory body, except for filings or recordings in respect of the Liens created pursuant to the
Loan Documents and except as may be required, in connection with the disposition of any Collateral,
by laws generally affecting the offering and sale of securities;
3.6 Binding Obligation. The Credit Agreement, as amended by this Amendment, has been
duly executed and delivered by Borrowers and is enforceable against Borrowers, in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability; and
3.7 Incorporation of Representations and Warranties From Credit Agreement. After
giving effect to this Amendment, the representations and warranties contained in Article V
of the Amended Agreement are and will be true, correct and complete in all material respects on and
as of the Fourth Amendment Effective Date to the same extent as though made on and as of such date,
except representations and warranties solely to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.
A. On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and
be a reference to the Credit Agreement, as amended by this Amendment.
B. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.
4.2 Fees and Expenses. Borrowers acknowledge that all reasonable costs, fees and
expenses incurred by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of Borrowers. The
Borrowers hereby agree to pay the reasonable fees, cost and expenses of Administrative Agent’s
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counsel in connection with this Amendment concurrently with or promptly after the Fourth
Amendment Effective Date.
4.3 Headings. Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
4.4 Counterparts; Effectiveness. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by each Borrower and Administrative Agent, and receipt by Borrowers and
Administrative Agent of written, facsimile or telephonic notification of such execution and
authorization of delivery thereof.
4.5 Entire Agreement. This Amendment embodies the entire agreement and understanding
among the parties with respect to this amendment to the Credit Agreement, and supersedes all prior
agreements and understandings, oral or written, relating thereto.
4.6 Governing law. This Amendment shall be governed by, and construed in accordance
with, the law of the state of California.
A. Guarantors are party to that certain Continuing Guaranty, dated as of November 2, 2004,
pursuant to which Guarantors have guarantied the Obligations. Pledgors are party to that certain
Security Agreement (Securities) made by Borrowers and Security Agreement (Securities) made by
certain other Pledgors, dated as of November 2, 2004, pursuant to which Pledgors have pledged the
Collateral as security for the Indebtedness (as defined in the applicable Pledge Agreement).
B. Each Guarantor and each Pledgor hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Guaranty
to which it is a party or otherwise bound, and each Pledgor hereby confirms that the Pledge
Agreement to which it is a party or otherwise bound, will continue to guaranty or secure, as the
case may be, to the fullest extent possible the payment and performance of all of the “Guaranteed
Obligations” (as defined in the applicable Guaranty) or the “Indebtedness” (as defined in the
applicable Pledge Agreement), as the case may be, including without limitation the payment and
performance of all such “Guaranteed Obligations” or “Indebtedness”, as the case may be, with
respect to the Obligations of Borrowers now or hereafter existing under or in respect of the
Credit Agreement (as amended hereby) and the Notes defined therein.
C. Each Guarantor acknowledges and agrees that any Guaranty to which it is a party or
otherwise bound, and each Pledgor acknowledges and agrees that the Pledge
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Agreement to which it is a party or otherwise bound, shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and shall not be
impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor and each
Pledgor represents and warrants that all representations and warranties contained in the Guaranty
and/or the Pledge Agreement, as the case may be, to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the Fourth Amendment Effective
Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier date.
D. Each Guarantor and each Pledgor (other than the Borrowers) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor or
such Pledgor, as the case may be, is not required by the terms of the Credit Agreement or any
other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document
shall be deemed to require the consent of such Guarantor or such Pledgor to any future amendments
to the Credit Agreement.
[Signatures on Next Page]
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BORROWERS: | APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation |
|||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
AIMCO PROPERTIES, L.P., a Delaware limited partnership |
||||
By: | AIMCO-GP, INC., | |||
a Delaware corporation | ||||
Its: | General Partner | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
PLEDGORS (for purposes of Section 5 only):
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation, as Pledgor |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
AIMCO PROPERTIES, L.P., a Delaware limited partnership, as Pledgor |
||||
By: | AIMCO-GP, INC., | |||
a Delaware corporation | ||||
Its: | General Partner | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation, as Pledgor |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO/IPT, INC., a Delaware corporation, NHP A&R SERVICES, INC., a Virginia corporation NHP REAL ESTATE CORPORATION, a Delaware corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation LAC PROPERTIES QRS II INC., a Delaware corporation |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO LP LA, L.P., a Delaware limited partnership |
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By: | AIMCO LA QRS, Inc., a Delaware corporation |
|||||||||||
Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx | ||||||||||||
Executive Vice President and Treasurer | ||||||||||||
GP-OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company |
||||||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: Member | ||||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
|||||||||||
Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO GP LA, L.P., a Delaware limited partnership |
||||||||||
By: | AIMCO-GP, INC., a Delaware corporation, |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
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By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||
By: | AIMCO-GP, INC., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIC REIT PROPERTIES LLC, a Delaware limited liability company |
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By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Managing Member | |||||||||
By: | AIMCO-GP, INC., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership |
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By: | AIMCO QRS GP, LLC, a Delaware limited liability company |
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Its: | General Partner | |||||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIMCO HOLDINGS, L.P. a Delaware limited partnership |
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By: | AIMCO Holdings QRS, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx | ||||||||||||
Executive Vice President and Treasurer | ||||||||||||
AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware corporation |
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By: | Ambassador Florida Partners, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
LAC PROPERTIES SUB LLC, a Delaware limited liability company |
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By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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LAC PROPERTIES GP I LLC a Delaware limited liability company |
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By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, |
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Its: | Managing Member | |||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
GUARANTORS
(for purposes of Section 5 only):
AIMCO EQUITY SERVICES, INC., a Virginia corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation AIMCO-LP, INC., a Delaware corporation AIMCO PROPERTIES FINANCE CORP., a Delaware corporation AMBASSADOR I, INC., a Delaware corporation AMBASSADOR VIII, INC., a Delaware corporation ANGELES REALTY CORPORATION II, a California corporation CONCAP EQUITIES, INC., a Delaware corporation NHP A&R SERVICES, INC., a Virginia corporation NHPMN STATE MANAGEMENT, INC., a Delaware corporation NHP MULTI-FAMILY CAPITAL CORPORATION, a District of Columbia corporation AIMCO-GP, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO IPLP, L.P., a Delaware limited partnership |
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By: | AIMCO/IPT, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIMCO HOLDINGS, L.P., a Delaware limited partnership |
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By: | AIMCO Holdings QRS, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership |
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By: | Ambassador Florida Partners Limited Partnership, a Delaware limited partnership |
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Its: | General Partner | |||||||||
By: | Ambassador Florida Partners, Inc., a Delaware limited partnership |
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Its: General Partner | ||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership |
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By: | AIMCO QRS GP, LLC, a Delaware limited liability company, |
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Its: | General Partner | |||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
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By: | AIMCO GP LA, L.P., a Delaware limited partnership |
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Its: | General Partner | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
GP-OP PROPERTY MANAGEMENT, LLC a Delaware limited liability company |
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By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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NHPMN MANAGEMENT, L.P., a Delaware limited partnership |
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By: | NHPMN-GP, Inc. a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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NHPMN MANAGEMENT, LLC, a Delaware limited liability company |
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By: | AIMCO/Bethesda Holdings, Inc., a Delaware corporation, |
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Its: | Member | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
OP PROPERTY MANAGEMENT, L.P., a Delaware limited partnership |
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By: | NHPMN-GP, Inc., a Delaware corporation |
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Its: | Managing General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company |
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By: | AIMCO Properties, L.P., a Delaware limited partnership |
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Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
LAC PROPERTIES GP I LIMITED PARTNERSHIP, a Delaware limited partnership |
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By: | LAC Properties GP I LLC, a Delaware limited liability company |
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Its: | General Partner | |||||||||||||
By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership |
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Its: | Managing Member | |||||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership |
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Its: | General Partner | |||||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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LAC PROPERTIES XX XX LIMITED PARTNERSHIP, a Delaware limited partnership |
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By: | LAC Properties QRS II Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)
BANK OF AMERICA:
BANK OF AMERICA, N.A., as Administrative Agent |
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By: | /s/ Xxxxxxxx X. Carry | |||
Name: | Xxxxxxxx X. Carry | |||
Title: | Vice President | |||
(Fourth Amendment to Amended and Restated Senior Secured Credit Agreement)