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EXHIBIT 10.3
FIRST AMENDMENT TO
SECOND AMENDED
AND RESTATED
CREDIT AGREEMENT
DATED AS OF APRIL 12, 2001
BY AND AMONG
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent,
DEPFA BANK AG,
as Managing Agent and a Lender
and
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
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FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of April 12, 2001 (the "AMENDMENT
EFFECTIVE DATE") and entered into by and among AIMCO PROPERTIES, L.P., a
Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT COMPANY, a District
of Columbia corporation ("NHP MANAGEMENT") (AIMCO, AIMCO/Bethesda and NHP
Management collectively referred to herein as "BORROWER"), BANK OF AMERICA, N.A.
("BANK OF AMERICA"), as Administrative Agent (in such capacity, "ADMINISTRATIVE
AGENT"), DEPFA BANK AG ("DEPFA"), and NEW YORK LIFE INSURANCE COMPANY ("NEW YORK
LIFE"), and is made with reference to that certain Second Amended and Restated
Credit Agreement (the "CREDIT AGREEMENT") dated as of September 20, 2000 by and
among Borrower, each lender from time to time party thereto, BANK OF AMERICA, as
Administrative Agent, Issuing Lender and a Co-Lead Agent, FLEET NATIONAL BANK,
as a Lender, a Co-Lead Agent, and Syndication Agent, and FIRST UNION NATIONAL
BANK, as a Lender and Documentation Agent (the Credit Agreement as amended by
this Amendment, the "AMENDED Agreement"). Capitalized terms used in this
Amendment shall have the meanings set forth in the Credit Agreement unless
otherwise defined. The Guarantors set forth on pages S-5 through S-16 are only
parties to this Amendment for purposes of Section 4 and are not a party to the
Credit Agreement.
RECITAL
WHEREAS, Borrower and Administrative Agent desire to amend the Credit
Agreement to increase the Combined Commitments by $50,000,000 to an aggregate
total of $400,000,000 as of the date hereof;
WHEREAS, each of the Lenders has acknowledged and agreed that its
consent to any increase in the Combined Commitments up to a maximum of
$400,000,000 is not required so long as Administrative Agent and Borrower have
consented in writing to such increase;
WHEREAS, DePfa, Administrative Agent and Borrower hereby consent to
adding DePfa as a new Lender with a Commitment of $25,000,000 and as an assignee
of Bank of America, as Lender, with respect to $5,000,000 of Bank of America's
Commitment, pursuant to a Notice of Assignment and Acceptance of even date
herewith, such that after giving effect to such Notice of Assignment and
Acceptance and this Amendment, DePfa's total aggregate Commitment shall be
$30,000,000;
WHEREAS, New York Life, Administrative Agent and Borrower hereby
consent to adding New York Life as a new Lender with a total aggregate
Commitment of $25,000,000;
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NOW, THEREFORE, in consideration of the agreements, provisions and
covenants contained herein, the parties agree as follows:
AMENDMENTS TO THE CREDIT AGREEMENT
AMENDMENT TO SUBSECTION 1.01: DEFINED TERMS.
Subsection 1.01 of the Credit Agreement is hereby further amended by deleting,
in their entirety, the definitions of the terms listed below and inserting the
following in lieu thereof:
"COMBINED COMMITMENTS" has the meaning assigned to such term
in the definition of "Commitment". The Combined Commitments are
$400,000,000.
"PRO RATA SHARE" means, with respect to each Lender, the
percentage of the Combined Commitments set forth opposite the name of
that Lender on Schedule 2.01, as may be amended from time to time.
AMENDMENT TO SCHEDULES.
Schedule 2.01 shall be deleted in its entirety and replaced with that attached
hereto.
Schedule 5.16 shall be deleted in its entirety and replaced with that attached
hereto.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on the Amendment Effective Date,
if each of the following conditions are satisfied:
Borrower, DePfa and New York Life have delivered to Lenders (or to
Administrative Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel) executed copies of this
Amendment dated as of the Amendment Effective Date;
Guarantors have executed this Amendment with respect to Section 4;
Borrower shall have executed a new Committed Loan Note for DePfa and New York
Life, respectively, dated as of the Amendment Effective Date and in an amount
equal to DePfa's and New York Life's Commitment, respectively;
Borrower shall have delivered a certificate, satisfactory to Agent, signed by a
Responsible Officer stating that (i) the representations and warranties
contained in Section 3 are true and correct on and as of the Amendment Effective
Date, and (ii) no Default or Event of Default then exists, and no Default or
Event of Default will result from the consummation of the transactions
contemplated by this Amendment;
If required by Administrative Agent, Lenders and their respective counsel shall
have received originally executed copies of one or more favorable written
opinions of counsel for Borrower and
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the Guarantors in form and substance reasonably satisfactory to Administrative
Agent and its counsel, dated as of the Amendment Effective Date, with respect to
the validity, binding effect and enforceability of this Amendment, and due
authorization, execution and delivery thereof, and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request; and
Borrower shall have paid the reasonable fees, costs and expenses of
Administrative Agent's counsel in connection with this Amendment.
Each of DePfa and New York Life shall have received the full amount of the fees
set forth on the Schedule of Fees attached to its respective Allocation Letter
dated as of even date herewith.
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:
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 pursuant to this Amendment, to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement. Each of the Borrower, the REIT and the Guarantors are in good
standing in the respective states of their organization on the Amendment
Effective Date.
AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and
the performance of the Credit Agreement 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. The organizational
documents of the Borrower, the REIT and the Guarantors have not been modified in
any material respect since September 20, 2000.
NO CONFLICT. The execution and delivery by Borrower and the Guarantors of this
Amendment and the performance of the Credit Agreement 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
Organization 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.
GOVERNMENTAL CONSENTS. The execution and delivery by Borrower and the Guarantors
of this Amendment and the performance by Borrower and the Guarantors under the
Credit Agreement
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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.
BINDING OBLIGATION. The Credit Agreement, as amended by this Amendment, has been
duly executed and delivered by Borrower and the Guarantors, as applicable, and
is enforceable against Borrower and/or the Guarantors, as applicable, 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.
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 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.
ACKNOWLEDGEMENT AND CONSENT
Guarantors are party to that certain Payment Guaranty of REIT
and of Preferred Stock Subsidiaries (Oxford Guarantors) dated as of September
20, 2000, that certain Payment Guaranty of REIT and of Preferred Stock
Subsidiaries (Non-Oxford Guarantors) dated as of September 20, 2000, that
certain Payment Guaranty of Non-Preferred Stock Subsidiaries (Oxford Guarantors)
dated as of September 20, 2000, and that certain Payment Guaranty of
Non-Preferred Stock Subsidiaries (Non-Oxford Guarantors) dated as of September
20, 2000, pursuant to which Guarantors have guarantied the Obligations. Nothing
in this Section 4 shall be construed to make the Guarantors a party to the
Credit Agreement or to create any obligation in respect thereof except pursuant
to each Guaranty.
Each Guarantor 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 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, with respect to
the Obligations of Borrower now or hereafter existing under or in respect of the
Credit Agreement (as amended hereby) and the Notes defined therein.
Each Guarantor 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 represents and warrants that all representations and
warranties contained in the Credit Agreement and the Guaranty to which it is
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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 acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor 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 to any future amendments to the Credit Agreement.
MISCELLANEOUS
REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
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.
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.
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.
FEES AND EXPENSES. Borrower acknowledges 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 Borrower.
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.
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
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by Borrower, Administrative Agent, DePfa and New York Life, and receipt by
Borrower and Administrative Agent of written, facsimile or telephonic
notification of such execution and authorization of delivery thereof.
[SIGNATURES ON ATTACHED PAGES S-1 THROUGH S-16]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO/BETHESDA HOLDINGS INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NHP MANAGEMENT COMPANY,
a District of Columbia corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
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BANK OF AMERICA
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Principal
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DEPFA BANK AG
DEPFA BANK AG,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ - ▇▇▇▇▇
--------------------------------------
Name:
Title:
▇-▇
▇▇
▇▇▇ ▇▇▇▇ LIFE INSURANCE COMPANY
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
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The undersigned Guarantors hereby execute this Amendment solely for the purposes
of acknowledging the same and consenting thereto in accordance with Section 4
thereof.
REIT AND PREFERRED STOCK SUBSIDIARIES:
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO/NHP HOLDINGS, INC.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NHP A&R SERVICES, INC.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO/NHP PROPERTIES, INC.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
▇-▇
▇▇
▇▇▇ MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
AIMCO/BETHESDA HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
NON-PREFERRED STOCK SUBSIDIARIES:
Oxford Realty Financial Group, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Oxford Holding Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO/Bethesda Holdings Acquisitions, Inc.
AIMCO/Bethesda Holdings Acquisitions II, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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AIMCO/Colonel I, L.P.
By: AIMCO Holdings, L.P.,
Its General Partner
By: AIMCO Holdings QRS, Inc.,
Its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
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AIMCO/Bethesda GP, L.L.C.
AIMCO/Bethesda Employee, L.L.C.
AIMCO/Bethesda II, LLC
AIMCO/Akron One, L.L.C.
AIMCO/Allentown, L.L.C.
AIMCO/Allview, L.L.C.
AIMCO/Apollo, L.L.C.
AIMCO/Augusta, L.L.C.
AIMCO/Beach, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/Brandermill, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/Casselberry, L.L.C.
AIMCO/Charleston, L.L.C.
AIMCO/Chickasaw, L.L.C.
AIMCO/Chimneytop, L.L.C.
AIMCO/Farmingdale, L.L.C.
AIMCO/Fox Valley, L.L.C.
AIMCO/Greensboro, L.L.C.
AIMCO/Greenville, L.L.C.
AIMCO/Kettering, L.L.C.
AIMCO/Kings, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/Lake Ridge, L.L.C.
AIMCO/Lakeridge California, L.L.C.
AIMCO/Lantana, L.L.C.
AIMCO/Laurel, L.L.C.
AIMCO/Lexington, L.L.C.
AIMCO/Middletown, L.L.C.
AIMCO/Nashua, L.L.C.
AIMCO/Newport, L.L.C.
AIMCO/North Gate, L.L.C.
AIMCO/North ▇▇▇▇▇, L.L.C.
AIMCO/Ocala, L.L.C.
AIMCO/Palm Aire, L.L.C.
AIMCO/Palm Beach, L.L.C.
AIMCO/Pinellas, L.L.C.
AIMCO/Runaway Bay, L.L.C.
AIMCO/Salem, L.L.C.
AIMCO/San Bruno, L.L.C.
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AIMCO/Schaumburg, L.L.C.
AIMCO/Southridge, L.L.C.
AIMCO/Spartanburg, L.L.C.
AIMCO/Tidewater, L.L.C.
AIMCO/▇▇▇▇▇▇ One, L.P.
AIMCO/Westridge, L.L.C.
AIMCO/Bethesda Williamsburg, L.L.C.
By: AIMCO Properties, L.P.,
Its Sole Member
By: AIMCO-GP, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO Anchorage, L.P.
AIMCO Bay Club, L.P.
AIMCO Bridgewater, L.P.
AIMCO ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇.
AIMCO Crows Nest, L.P.
AIMCO Group, L.P.
AIMCO Hampton Hill, L.P.
AIMCO Hastings Place, L.P.
AIMCO LT, L.P.
AIMCO Oak Falls, L.P.
AIMCO Park at Cedar Lawn, L.P.
AIMCO Peppermill Place, L.P.
AIMCO Recovery Fund, L.P.
AIMCO Seaside Point, L.P.
AIMCO Signature Point, L.P.
AIMCO Stirling Court, L.P.
AIMCO Sunbury, L.P.
AIMCO Township at Highlands, L.P.
AIMCO UT, L.P.
AIMCO West Trails, L.P.
By: AIMCO Holdings, L.P., as their general partner
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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AIMCO Bay Club II, L.P.
By: AIMCO Bay Club, L.P., its general partner
By: AIMCO Holdings, L.P., as their general partner
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO Holdings, L.P.
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador CRM Florida Partners, L.P.
By: Ambassador Florida Partners Limited Partnership, as its
general partner
By: Ambassador Florida Partners, Inc., as its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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Ambassador I, L.P.
By: Ambassador I, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador II, L.P.
By: Ambassador II, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador VIII, L.P.
By: Ambassador VIII, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador IX, L.P.
By: Ambassador IX, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
▇-▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
Property Asset Management Services, L.P.
By: AIMCO Properties, L.P., as their general partner
By: AIMCO-GP, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador X, L.P.
By: Ambassador X, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Williamsburg L.P.
By: Ambassador IX, L.P., its general partner
By: Ambassador IX, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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Property Asset Management Services-California, LLC
By: Property Asset Management Services, L.P., its managing
general partner
By: AIMCO Properties, L.P., its general partner
By: AIMCO-GP, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NHP Congress Management L.P.
By: NHP-HG Six, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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NPI-AP Management, L.P.
By: NPI Property Management Corporation, its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO Residential Group, L.P.
By: AG Management, L.L.C., its general partner
By: NHP Management Company, its
managing member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
Insignia Properties, L.P.
By: AIMCO/IPT, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO ▇▇▇▇▇▇▇, Inc.
AIMCO Holdings QRS, Inc.
AIMCO LJ Tucson, Inc.
AIMCO Properties Finance Corp.
AIMCO/▇▇▇▇▇ Rock, Inc.
AIMCO/Beacon Hill, Inc.
AIMCO/Blossomtree, Inc.
AIMCO/Colonnade, Inc.
AIMCO/Foothills, Inc.
AIMCO/Foxbay, Inc.
AIMCO/Foxtree, Inc.
AIMCO/Freedom Place, Inc.
AIMCO/Grovetree, Inc.
S-14
22
AIMCO/Hazeltree, Inc.
AIMCO/Hiddentree, Inc.
AIMCO/IPT, Inc.
AIMCO/Islandtree, Inc.
AIMCO/▇▇▇▇▇, Inc.
AIMCO/Orchidtree, Inc.
AIMCO/OTC QRS, Inc.
AIMCO/Pine Creek, Inc.
AIMCO/Polo Park, Inc.
AIMCO/Quailtree, Inc.
AIMCO/Rivercrest, Inc.
AIMCO/Sand Castles, Inc.
AIMCO/Sand Pebble, Inc.
AIMCO/Shadetree, Inc.
AIMCO/Shadow Lake, Inc.
AIMCO/Silktree, Inc.
AIMCO/Surrey Oaks, Inc.
AIMCO/Tall Timbers, Inc.
AIMCO/The Hills, Inc.
AIMCO/Timbertree, Inc.
AIMCO/Twinbridge, Inc.
AIMCO/Wickertree, Inc.
AIMCO/Wildflower, Inc.
AIMCO/Windsor Landing, Inc.
AIMCO/Woodhollow, Inc.
AIMCO/Wydewood, Inc.
AIMCO/Yorktree, Inc.
AIMCO-LP, Inc.
AIMCO-GP, Inc.
Ambassador I, Inc.
Ambassador II, Inc.
Ambassador IV, Inc.
Ambassador V, Inc.
Ambassador VIII, Inc.
Ambassador Texas, Inc.
Ambassador X, Inc.
Ambassador XI, Inc.
Ambassador Florida Partners Inc.
Angeles Realty Corporation II
NHP Multi-Family Capital Corporation
NHP Real Estate Corporation
A.J. Two, Inc.
AIMCO Equity Services, Inc.
▇-▇▇
▇▇
▇▇▇-▇▇▇ ▇▇▇, Inc.
NHP-HDV Fourteen, Inc.
NHP-HDV Sixteen, Inc.
▇▇▇-▇▇▇ ▇▇, Inc.
NHP-HS Two, Inc.
▇▇▇▇▇▇▇▇▇▇▇ Management, Inc.
DBL Properties Corporation
Colony of Springdale Properties, Inc.
SF General, Inc.
CPF XIV/St. Charleston, Inc.
CPF XIV/▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
CPF XIV/Sun River, Inc.
CPF XIV/Lakeside Place, Inc.
ConCap CCP/IV Stratford Place Properties, Inc.
ConCap CCP/IV River's Edge Properties, Inc.
ConCap Equities, Inc.
ConCap Holdings, Inc.
PRA, Inc.
National Property Investors, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
OXFORD TAX EXEMPT FUND II CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
By: Oxford Tax Exempt Fund II Corporation,
Its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
S-16
