PROMISSORY NOTE
Place of Delivery: Los Angeles
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$25,000,000.00 Date of Note: August 12, 1996
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FOR VALUE RECEIVED, AIMCO Properties, L.P., a Delaware limited
partnership (the "Company"), promises to pay to the order of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION ("Bank") the principal amount of
TWENTY FIVE MILLION DOLLARS AND NO/100 ($25,000,000.00) 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 Bank to the Company pursuant to the Credit Agreement referred to
below, outstanding on the Bridge Facility Maturity Date.
The Company 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, including, without limitation, the repayment of
Loans no later than the applicable Individual Bridge Loan Maturity Date.
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 Company
shall be entitled to deem the Bank or such person who has been so identified
by the transferor in writing to the Company as the holder of this Note, as
the owner and holder of this Note. The Bank 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 Company 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
Credit Agreement (Bridge Loan), dated as of, 1996 (the "CREDIT AGREEMENT"),
among the Company, the financial institutions named therein, and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent (the "Agent"). The
Credit Agreement, among other things, (i) provides for the making of loans
(the "LOANS") by the Bank to the Company from time to time in an aggregate
amount first above mentioned, the indebtedness of the Company 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.
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
Company, 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 Company promises to pay all costs and expenses, including reasonable
attorneys' fees, incurred in the collection and enforcement of this Note. The
Company 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 Colorado without giving effect to its choice of law
doctrine.
IN WITNESS WHEREOF, the Company 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: /s/ Xxxxx Xxxxxxxxx
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Its: Vice president
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TRANSACTIONS ON NOTE
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Amount of
Amount of Principal Principal Interest Notation
Date Loan Paid Balance Interest Paid Made By
Made Paid Through
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