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EXHIBIT 10.3
AIMCO PROPERTIES, L.P.
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of May __, 1998 (the "Amendment Effective Date") and entered into by
and among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("BORROWER"),
the financial institutions listed on the signature pages hereof ("LENDERS") and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for Lenders
("AGENT"), and BANKBOSTON, N.A. as one of the Lenders and the Documentation
Agent and is made with reference to that certain Credit Agreement dated as of
January 26, 1998, (as amended by that certain First Amendment to Credit
Agreement dated as of May 8, 1998 (the "FIRST AMENDMENT") and by this
Amendment, the "CREDIT AGREEMENT"), by and among Borrower, Lenders and Agent.
Capitalized terms used in this Amendment without definition are used as defined
in the Credit Agreement. The Guarantor Subsidiaries set forth on pages S-6
through S-9 are only a party to this Amendment for the purposes of Section 5
and are not a party to the Credit Agreement.
RECITAL
WHEREAS, Borrower and Lenders desire to amend the Credit
Agreement to (a) provide for an increase in the Aggregate Commitment to
$155,000,000 until November 1, 1998 and thereafter reduce the Aggregate
Commitment to $50,000,000, (b) to modify the calculation of Total Available
Commitments to include certain value attributable to certain bonds owned by a
Subsidiary of Borrower until November 1, 1998, and (c) make certain other
amendments as more specifically set forth below;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO DEFINED
TERMS
A. Subsection 1.1 of the Credit Agreement is hereby amended
by adding thereto the following definitions, which shall be inserted into
subsection 1.1 in the proper alphabetical order:
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"BORROWING RATIO" means the quotient of 1 divided by 1.75, multiplied by
100 and expressed as a percentage.
"XXXXXXXX BOND" means that certain bond titled "State of Florida Housing
Finance Agency Multifamily Housing Revenue Refunding Bond 1994 Series A
(Xxxxxxxx Apartments Project)", dated March 31, 1994 with a maturity of March
1, 2024 and in the original principal amount of $13,250,000. As of the date
hereof, the registered owner of the Xxxxxxxx Bond is Ambassador X, L.P., a
Delaware limited partnership.
"XXXXXXXX BOND DOCUMENTS" means the documents and instruments evidencing
the Xxxxxxxx Bond, including the following: (1) Loan Agreement, dated as
of March 1, 1994 between the Florida Housing Financing Agency ("AGENCY") and
FPI Xxxxxxxx, Ltd., ("DEVELOPER"); (2) $13,250,000 Promissory Note, dated March
31, 1994; (3) Amended and Restated Land Use Restriction Agreement, dated as of
March 1, 1994, among the Agency, the Developer and Sun Bank, National
Association ("TRUSTEE"); (4) First Mortgage and Security Agreement, dated as of
March 1, 1994, from the Developer to the Trustee for the benefit of the Agency;
(5) Assignment of Rents and Leases, dated as of March 1, 1994, from the
Developer to the Agency; (6) Environmental Indemnity Agreement, dated as of
March 1, 1994, from the Developer, Xxxxx X. Xxxxxxxx and Xxxxxxxx Enterprises,
L.P. to the Agency, the Trustee, and General Electric Capital Corporation; and
(7) together with all other related documents and agreements executed in
connection with and evidencing or securing the Xxxxxxxx Bonds.
"XXXXXXXX BOND VALUE" means, as of any date, if the Xxxxxxxx Property is
in the Unencumbered Asset Pool, an amount equal to the product of (X) the
Borrowing Ratio times (Y) the lesser of (a) the outstanding principal amount of
the Xxxxxxxx Bond as of such date or (b) $13,250,000; provided, however, that
from and after the Reduction Date, the Xxxxxxxx Bond Value shall be zero ($0).
"XXXXXXXX PROPERTY" means the multifamily apartment Property owned by
Ambassador X, L.P. which is located in Hillsborough County, Florida and
commonly known as "Xxxxxxxx Apartments."
B. SUBSECTION 1.1 of the Credit Agreement is hereby further
amended by deleting each of the following definitions:
(a) Aggregate Commitment;
(b) Guarantor Subsidiaries; and
(c) Tranche B.
therefrom in their entirety and substituting the following therefor:
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"Aggregate Commitment" means the combined Commitments of the Lenders in
respect of Tranche A and Tranche B which is $155,000,000; provided, however,
that in all events and from and after the Reduction Date, the Aggregate
Commitment shall only include the Commitments of the Lenders in respect of
Tranche A, the amount of which shall not exceed $50,000,000.
"Guarantor Subsidiaries" means AIMCO Holdings QRS, Inc., a Delaware
corporation, AIMCO/OTC QRS, Inc., a Delaware corporation, AIMCO Holdings, L.P.,
a Delaware limited partnership, AIMCO-GP, Inc., a Delaware corporation,
AIMCO-LP, Inc., a Delaware corporation, AIMCO Properties Finance Corp., a
Delaware corporation, AIMCO Somerset, Inc., a Delaware corporation, NHP
Management Company, a District of Columbia corporation, Property Asset
Management Services, L.P., a Delaware limited partnership, Property Asset
Management Services, Inc., a Delaware corporation, Property Asset Management
Services-CA, LLC, a California limited liability company, Ambassador II, L.P.,
a Delaware limited partnership, and Ambassador X, L.P., a Delaware limited
partnership, together with such other Persons that execute and deliver to the
Agent for the ratable benefit of the Lenders a guaranty of the Obligations in
the form of Exhibit F1 if the Person is a qualified REIT subsidiary or Exhibit
F2 if the Person is not a qualified REIT subsidiary.
"Tranche B" means the $105,000,000 portion of the Aggregate Commitments,
of which $30,000,000 shall not be available until May __, 1998. Tranche B
Funds may only be borrowed if Tranche A is fully disbursed. Availability under
Tranche B shall terminate on the Business Day prior to the Reduction Date.
C. Subsection 1.1 of the Credit Agreement is hereby further
amended by adding to the definition of "Total Available Commitments" the
following clause (AA) after Clause (Z) thereof:
PLUS (AA) an amount equal to the Xxxxxxxx Bond Value;
1.2 AMENDMENTS TO SECTION 7: BORROWER'S NEGATIVE COVENANTS
A. Section 7.1 of the Credit Agreement is hereby amended by
adding thereto the following subsection 7.1(j):
(j) Xxxxxxxx Bond. Any Lien pursuant to the Xxxxxxxx
Bond Documents existing on the date hereof, together with the Lien created and
evidenced by the Pledge and Security Agreement dated as of April 14, 1998 as in
effect on the date hereof by and between Borrower, as lender, and Ambassador X,
L.P., as pledgor.
B. Section 7.2 of the Credit Agreement is hereby amended by
adding thereto the following subsection 7.2(i):
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(i) Xxxxxxxx Bond. The Indebtedness evidenced by the
Xxxxxxxx Bond and the obligation to repay the Xxxxxxxx Bonds.
C. Section 7.5 Disposition of Properties is hereby amended by
deleting Section 7.5(a) therefrom and substituting the following as Section
7.5(a):
(a) make any Disposition of any Unencumbered Asset Pool
Property or enter into any agreement to do so, provided, however, so long as no
Default or Event of Default is then continuing, Borrower may (i) sell or
refinance a Property in the Unencumbered Asset Pool or (ii) make a Disposition
of the Xxxxxxxx Bonds, in either case by paying to the Agent for distribution
to the Lenders an amount equal to the amount which would be required to be paid
to the Lenders so that the Outstanding Amount of the Loans immediately after
such Disposition would not exceed the Total Available Commitment (calculated
without including the Property so sold or refinanced or the Xxxxxxxx Bond
Value, as applicable);
D. Section 7.8 Investments is hereby amended by deleting
therefrom subsection 7.8(i) and substituting the following:
(i) cash, Cash Equivalents and, until the Reduction
Date, the Xxxxxxxx Bonds;
1.3 SUBSTITUTION OF SCHEDULES
SCHEDULE 2.1(A)(I): LENDERS' COMMITMENTS. Schedule 2.1(a)(i) to
the Credit Agreement is hereby deleted from the Credit Agreement and replaced
with the substituted Schedule 2.1(a)(i)-1 attached hereto and from and after
the Reduction Date Schedule 2.1(a)(i)-1 shall be replaced with Schedule
2.1(a)(i)-2 attached hereto.
1.4 UNENCUMBERED ASSET POOL; ADDITIONS AND EXCLUSIONS OF
PROPERTIES
SECTION 2.13 of the Credit Agreement is hereby amended by adding
thereto the following as subsection 2.13(a)(iv):
(iv) Xxxxxxxx Property. The Xxxxxxxx Property is hereby
added to the Unencumbered Asset Pool for purposes of compliance with Articles,
V, VI and VII of the Credit Agreement, notwithstanding the Liens encumbering
such Property which Liens shall constitute Permitted Liens; provided, however,
that it shall be excluded from the Unencumbered Asset Pool upon the occurrence
of (i) any event described in Section 2.13(b) or (ii) any pledge, transfer,
sale, exchange, remarking or refunding of the Xxxxxxxx Bond. Any calculations
in respect of Unencumbered Asset Pool Value shall not take into account any
amount whatsoever in respect of the Xxxxxxxx Property, other than the Xxxxxxxx
Bond Value.
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1.5 AMENDMENT TO SECTION 5: REPRESENTATIONS AND WARRANTIES
SECTION 5 of the Credit Agreement is hereby amended by adding
thereto the following as subsection 5.27:
5.27 Xxxxxxxx Bond. Ambassador X, L.P. is the sole
owner of the Xxxxxxxx Bond. The Xxxxxxxx Bond is not encumbered by any Liens
other than the Lien of that certain Pledge and Security Agreement dated as of
April 16, 1998 by and between Ambassador X, L.P. and Borrower, as in effect on
the date hereof. Notwithstanding Section 5.6, the Liens on the Xxxxxxxx
Property existing on the date hereof constitute Permitted Liens.
SECTION 2. ADDITIONAL NOTES
Borrower agrees to execute and deliver to Agent for Lenders an
additional Note (each an "ADDITIONAL NOTE" and collectively the "ADDITIONAL
NOTES"), in the form of the Note with appropriate insertions, to evidence Loans
in excess of the Aggregate Commitment as in effect prior to the Amendment
Effective Date. Each of the parties hereto hereby acknowledges and agrees that
each Additional Note is a Note for all purposes under the Credit Agreement and
the other Loan Documents and that the loans evidenced by the Additional Notes
shall constitute Loans for all purposes under the Credit Agreement and the
other Loan Documents. Loans in respect of Tranche A or Tranche B shall be
evidenced by separate Notes, notwithstanding that the same Lender may be making
such Loans.
SECTION 3. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on the Amendment Effective
Date, if each of the following conditions are satisfied:
A. Borrower has delivered to Lenders (or to Agent for Lenders
with sufficient originally executed copies, where appropriate, for each Lender
and its counsel) the following, each, unless otherwise noted, dated as of the
Amendment Effective Date:
1. A good standing certificate from the Secretary of
State of the State of organization of the REIT and Borrower and each of
the Guarantor Subsidiaries, each dated a recent date prior to or on the
Amendment Effective Date;
2. A certificate of the secretary of the REIT
certifying that except as disclosed therein, the Organizational
Documents of the REIT, Borrower and, the Guarantor Subsidiaries have not
been modified in any material respect since May 8, 1998.
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3. Resolutions and certificates conforming to the
requirements of Sections 4.1(iv)(A) and (B) of the Credit Agreement
authorizing and approving the Amendment and the other documents to be
delivered hereunder and the borrowing of the Loans in respect of the
$30,000,000 increase in Tranche B evidenced by this Amendment and the
First Amendment; and
4. Executed copies of this Amendment and the
Additional Notes and any required guaranties from the additional
Guarantor Subsidiaries.
B. Lenders and their respective counsel shall have received
originally executed copies of one or more favorable written opinions of counsel
for Borrower and the Guarantor Subsidiaries in form and substance satisfactory
to Agent and its counsel, dated as of the Amendment Effective Date with respect
to the validity, binding effect and enforceability of the Credit Agreement and
due authorization, execution and delivery thereof, and as to such other matters
as Agent acting on behalf of Lenders may reasonably request.
C. Concurrently with the due execution and delivery of this
Agreement by Borrower, the Agent and each of the Lenders which are the initial
Lenders party to the Credit Agreement, Borrower shall pay to BofA an
arrangement fee in respect of the $30,000,000 increase in Tranche B as set
forth in a separate letter agreement dated as of the Amendment Effective Date
between Borrower and BofA.
D. Borrower shall pay all amounts which it is required to pay
pursuant to Section 6(B) of this Amendment.
SECTION 4. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrower represents
and warrants to each Lender that the following statements are true, correct and
complete:
A. CORPORATE POWER AND AUTHORITY. Borrower has all requisite
corporate power and authority to enter into this Amendment and any other
agreements, guaranties or other operative documents to be delivered by Borrower
pursuant to the Amendment, to issue the Additional Notes and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery
of this Amendment and the Additional Notes and the performance of the Credit
Agreement and the issuance, delivery and payment of the Additional Notes have
been duly authorized by all necessary corporate action on the part of Borrower
and the other parties delivering any of such documents, as the case may be.
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C. NO CONFLICT. The execution and delivery by Borrower and
the Guarantor Subsidiaries of this Amendment and the performance by Borrower of
the Credit Agreement and the issuance, delivery and payment of the Additional
Notes by Borrower do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to Borrower or any of its
Subsidiaries, their respective Organizational Documents or any order, judgment
or decree of any court or other agency of government binding on Borrower, the
REIT or any of their Subsidiaries, (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 Borrower, the REIT or any of their Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Borrower, the REIT or any of their Subsidiaries, or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Borrower, the REIT or any of their
Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by
Borrower and the Guarantor Subsidiaries of this Amendment and the performance
by Borrower and the Guarantor Subsidiaries of the Credit Agreement and the
issuance, delivery and payment of the Additional Notes by Borrower do 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.
E. BINDING OBLIGATION. This Amendment and the Credit
Agreement have been duly executed and delivered by Borrower and the Guarantor
Subsidiaries, as applicable, and are, and the Additional Notes, when executed
and delivered, will be the legally valid and binding obligations of Borrower
and the Guarantor Subsidiaries, as applicable, enforceable against Borrower
and/or the Guarantor Subsidiaries, as applicable, in accordance with their
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.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the date hereof to the same extent as though made on and
as of that date, except Section 5.5 and other 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.
G. ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
Default.
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SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Guarantor Subsidiaries are party to the Guaranties, in each case
as amended through the date hereof, pursuant to which Guarantor Subsidiaries
have guarantied the Obligations. Nothing in this Section 5 shall be construed
to make the Guarantor Subsidiaries a party to the Credit Agreement or to create
any obligation in respect thereof except pursuant to each Guaranty.
Each Guarantor Subsidiary 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 Subsidiary hereby confirms that each Guaranty 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 "Indebtedness" (as defined in the applicable Guaranty), including
without limitation the payment and performance of all such "Indebtedness," as
the case may be, in respect of the Obligations of Borrower now or hereafter
existing under or in respect of the Credit Agreement and the Notes defined
therein. Without limiting the generality of the foregoing, each Guarantor
Subsidiary hereby acknowledges and confirms the understanding and intent of
such party that, upon the effectiveness of this Amendment, and as a result
thereof, the definition of "Obligations" contained in the Credit Agreement
includes the obligations of Borrower under the Additional Notes.
Each Guarantor Subsidiary acknowledges and agrees that any
Guaranty 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 Subsidiary represents and
warrants that all representations and warranties contained in the Credit
Agreement and the Guaranty to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the 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.
Each Guarantor Subsidiary other than Borrower acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Guarantor Subsidiary 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 Subsidiary to any future amendments to
the Credit Agreement.
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SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(i) On and after the 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.
(ii) 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.
(iii) 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 Agent or any Lender under, the Credit Agreement or any of the other
Loan Documents.
B. FEES AND EXPENSES. Borrower acknowledges that all costs,
fees and expenses incurred by Agent and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall be for
the account of Borrower.
C. 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.
D. 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 Borrower and the
Requisite Lenders, and receipt by Borrower and Agent of written, facsimile or
telephonic notification of such execution and authorization of delivery
thereof.
[Signatures on Attached Pages S-1 through S-8]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first written above.
BORROWER
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO -GP, Inc., a Delaware
corporation, its general
partner
By: /s/ XXXXX X. XXXXXXXXX
-------------------------
Xxxxx X. Xxxxxxxxx
Vice President
Notices to be sent to:
0000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx,
Vice President
Facsimile: (000) 000-0000
S-1
00
X XX X
XXXX XX XXXXXXX NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as a Lender and as the Issuing Lender
By: /s/ XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
Notices to be sent to:
Bank of America National Trust
and Savings Association
CRES #1313
000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: X. Xxxxxx
Telephone: 213/000-0000
Facsimile: 213/228-5389
Payments to be made to:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
000 X. Xxxxxxx Xxx.
Loan Accounting Xxxx #0000
Xxx Xxxxxxx, XX 00000
ABA #: 121 000 358
Credit Account #: 15033-00401
Attention: Unit Representative
Ref: AIMCO Unsecured Revolver
S-2
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AGENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/ XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
Notices to be sent to:
Bank of America National Trust and
Savings Association
CRES #1313
000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: X. Xxxxxx
Telephone: 213/000-0000
Facsimile: 213/228-5389
Payments to be made to:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
ABA #: 121 000 358
Credit Account #: 15033-00401
Attention: Unit Representative
Ref: AIMCO Unsecured Revolver
S-3
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BANKBOSTON, N.A., LENDER AND
DOCUMENTATION AGENT
BANKBOSTON, N.A.
By: /s/ XXXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
Notices to be sent to:
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Mail Stop 01-32-04
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Payments to be made to:
BANKBOSTON, N.A.
ABA #: 000-000-000
Credit Loan #: 1102655
Attention: Xxxxx Xxxxxxx/CLS
Ref: AIMCO Unsecured Revolver
S-4
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NATIONSBANK, N.A.
By: /s/ WILL X. XXXXXX, XX.
------------------------------
Name: Will X. Xxxxxx, Xx.
----------------------------
Title: Vice President
---------------------------
Notices to be sent to:
NationsBank, N.A.
000 Xxxx Xxxxxx, Xxxxxx, XX 00000
Attn: Xxxx Xxxxxx, Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
Payments to be made to:
ABA No.: 111 000 025
Account No.: Credit GL #136621105 2
At: NationsBank Texas Credit
Support Real Estate
Credit
Reference: Aimco Properties, L.P.
Note #5404751
Attn: Xxxxx Xxxxxx
S-5
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GUARANTOR SUBSIDIARIES
Address Where Notices to Guarantors
are to be Sent:
0000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice Chairman
AIMCO-GP, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AIMCO-LP, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
S-6
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AIMCO HOLDINGS, LP,
a Delaware limited partnership
By: AIMCO HOLDINGS QRS, INC.,
a Delaware corporation,
General Partner
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AIMCO HOLDINGS QRS, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AIMCO SOMERSET, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AIMCO PROPERTIES FINANCE CORP.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
S-7
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AIMCO PROPERTIES
FINANCE PARTNERSHIP, L.P.,
a Delaware limited partnership
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AIMCO/OTC QRS, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
Vice President
PROPERTY ASSET MANAGEMENT SERVICES,
INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
PROPERTY ASSET MANAGEMENT SERVICES,
L.P.
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
NHP MANAGEMENT COMPANY,
a District of Columbia corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
S-8
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PROPERTY MANAGEMENT SERVICES-
CALIFORNIA, LLC,
a California limited liability
company
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
AMBASSADOR II, L.P.,
a Delaware limited partnership
By: AMBASSADOR II, Inc.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
AMBASSADOR X, L.P.,
a Delaware limited partnership
By: AMBASSADOR X, Inc.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------
Name:
Its:
S-9
