1
EXHIBIT 10.20
$345,000,000
AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF MARCH 15, 2000
BY AND AMONG
AIMCO PROPERTIES, L.P. AS BORROWER,
THE LENDERS LISTED THEREIN, AS LENDERS,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
FLEET NATIONAL BANK (AS SUCCESSOR IN INTEREST TO BANKBOSTON N.A.),
AS CO-LEAD AGENT AND SYNDICATION AGENT, AND
FIRST UNION NATIONAL BANK, AS DOCUMENTATION AGENT.
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AIMCO PROPERTIES, L.P.
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated
as of March 15, 2000 (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 (collectively,
"LENDERS" and individually a "LENDER") and BANK OF AMERICA, N.A. ("BANK OF
AMERICA"), as Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"),
Issuing Lender and a Co-Lead Agent, FLEET NATIONAL BANK (as successor in
interest to BankBoston, N.A.) ("FLEET"), as a Lender, a Co-Lead Agent, and
Syndication Agent, and FIRST UNION NATIONAL BANK ("First Union"), as a Lender
and Documentation Agent, and is made with reference to that certain Credit
Agreement dated as of August 16, 1999 (as amended by this Amendment, the "CREDIT
AGREEMENT"), by and among Borrower, Lenders and Administrative Agent.
Capitalized terms used in this Amendment shall have the meanings set forth in
the Credit Agreement unless otherwise defined. The Guarantor Subsidiaries set
forth on pages S-11 through S-19 are only parties to this Amendment for the
purposes of Section 4 and are not a party to the Credit Agreement.
RECITAL
WHEREAS, Borrower and Lenders desire to amend and restate the Credit
Agreement to, among other things, increase the Combined Commitments by
$45,000,000 as of the date hereof, and to provide for the further increase of
the Combined Commitments up to an additional $55,000,000 as provided in Section
1.2 hereof, all as more particularly set forth below;
NOW, THEREFORE, in consideration of the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SUBSECTION 1.01: DEFINED TERMS.
A. 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 $345,000,000, and are subject to increase in accordance
with Section 2.14 below.
"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.
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1.2 AMENDMENT TO SUBSECTION 2.14: THE COMMITMENTS AND EXTENSIONS OF CREDIT;
INCREASE IN COMMITMENTS.
A. Subsection 2.14 of the Credit Agreement shall be deleted in its
entirety and replaced with the following:
2.14 INCREASE IN COMBINED COMMITMENTS. As of the Amendment
Effective Date, the Combined Commitments will be $345,000,000;
provided, however, that from and after the Amendment Effective Date,
with the consent of Administrative Agent and Borrower only, new Lenders
may be added to this Agreement and/or existing Lenders may choose to
increase their individual Commitment, such that the Combined
Commitments may be increased up to a maximum of $400,000,000.
(a) Each of the Lenders acknowledges and agrees that,
notwithstanding anything to the contrary in Section 10.01, their
consent to any such increase in the Combined Commitments shall not be
required and additional Lenders may be added to this Agreement, and any
existing Lender under this Agreement may increase its Commitment
without the consent or agreement of the other Lenders (provided,
however, that no Lender's individual Commitment may be increased
without such Lender's consent); so long as Administrative Agent and
Borrower have consented in writing to such new Lenders or the increase
in the Commitment of any of the existing Lenders, as applicable.
(b) Administrative Agent shall not unreasonably withhold its
consent to Borrower's request for an increase in the Combined
Commitments under this Subsection, provided that each of the following
must be satisfied:
(i) any proposed new Lender must be acceptable to
Administrative Agent in its sole discretion;
(ii) Borrower shall pay a fee for such increase which
must be acceptable to Administrative Agent in its sole
discretion; and
(iii) all requirements of this Section 2.14 must be
satisfied.
(c) The addition of any new Lender to this Agreement, or the
increase in the Commitment of any existing Lender, shall be effective
upon the satisfaction of the following:
(i) Administrative Agent shall have sent written
notice of such new Lender or increase in the Commitment of any
existing Lender to the other Lenders hereunder, together with
notice of such new Lender's Commitment or such existing
Lender's increase in its Commitment;
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(ii) Administrative Agent and Borrower shall
determine the effective date of such increase (the "INCREASE
EFFECTIVE DATE"), and Administrative Agent shall promptly
notify Lenders thereof. On or prior to the Increase Effective
Date:
(1) Borrower shall have executed and
delivered to Administrative Agent a new Committed
Loan Note with respect to any new or existing Lender
in the amount of such Lender's Commitment;
(2) Borrower shall have delivered a
certificate signed by a Responsible Officer stating
that (i) the representations and warranties contained
in Section 5 are true and correct on and as of the
date of such certificate, and (ii) no Default or
Event of Default exists;
(3) Borrower shall deliver to Administrative
Agent, in form and substance satisfactory to
Administrative Agent, corporate resolutions and
incumbency certificates of Borrower and any Guarantor
dated as of the Increase Effective Date approving
such increase and in sufficient copies for each
Lender;
(4) Administrative Agent shall distribute an
amended Schedule 2.01 (which shall thereafter be
incorporated into this Agreement) to reflect any
changes in Lenders, the Combined Commitments, the
Commitments and each Lender's Pro Rata Share thereof;
(5) with respect to (a) new Lenders under
this Agreement, each new Lender shall acknowledge in
writing (in a form satisfactory to Administrative
Agent) that it is assuming the rights and obligations
of a "Lender" under this Agreement; and (b) existing
Lenders that increase their Commitment, each such
existing Lender shall acknowledge in writing (in a
form satisfactory to Administrative Agent) the
increased amount of such existing Lender's increased
Commitment; and
(6) Borrower, and each new Lender and each
existing Lender increasing its Commitment, shall
execute and deliver to Administrative Agent such
additional documents as Administrative Agent and its
legal counsel shall reasonably require to carry out
the intent of this Section 2.14.
1.3 AMENDMENT TO SECTION 7.14: NEGATIVE COVENANTS; FINANCIAL COVENANTS.
A. Subsection 7.14(a) shall be deleted in its entirety and replaced
with the following:
(a) Permit the Fixed Charge Coverage Ratio as of the end of
any fiscal quarter ending during any period set forth below to be less
than the following ratios during the applicable periods:
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-------------------------------------------------------------------------------------------------------------
APPLICABLE PERIOD RATIO
-------------------------------------------------------------------------------------------------------------
Closing Date to and including September 30, 1999 1.70:1.00
-------------------------------------------------------------------------------------------------------------
October 1, 1999 to and including December 31, 1999 1.75:1.00
-------------------------------------------------------------------------------------------------------------
January 1, 2000 to and including December 31, 2000 1.70:1.00
-------------------------------------------------------------------------------------------------------------
January 1, 2001 and thereafter 1.75:1.00
-------------------------------------------------------------------------------------------------------------
1.4 AMENDMENT TO SECTION 10.12: MISCELLANEOUS; SURVIVAL OF REPRESENTATIONS
AND WARRANTIES.
A. Subsection 10.12 shall be deleted in its entirety and replaced with
the following:
10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties made hereunder and in any
Loan Document, certificate or statement delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the
execution and delivery thereof but shall terminate on the later of (a)
when the Commitments are terminated and (b) when no Obligations remain
outstanding under any Loan Document. Provided, however, notwithstanding
anything in this Agreement or implied by law to the contrary, the
agreements of Borrower set forth in Section 3 and Subsections 10.03,
10.05, 10.13, and 10.14 and the agreements of Lenders set forth in
Subsections 9.03, 9.07 and 10.06 shall survive the payment of the other
Obligations and the termination of this Agreement.
1.5 AMENDMENT TO SCHEDULES.
A. Schedule 2.01 shall be deleted in its entirety and replaced with
that attached hereto.
SECTION 2. 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 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;
B. Guarantor Subsidiaries have executed this Amendment with respect to
Section 4;
C. Borrower shall have executed new Committed Loan Notes for any Lender
whose Commitment increases pursuant to this Amendment dated as of the Amendment
Effective Date and in an amount equal to such Lender's Commitment;
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D. On or before the Amendment Effective Date, Borrower has paid to
Administrative Agent an amendment fee in the amount of $300,000 and a commitment
fee calculated as provided below. The amendment fee will be distributed among
all Lenders who are party to the Credit Agreement on the Amendment Effective
Date based upon the Pro Rata Shares in existence immediately before the
Amendment Effective Date. The commitment fee will be an aggregate amount equal
to $168,750, and will be distributed among each Lender party to the Credit
Agreement immediately before the Amendment Effective Date which increases its
Commitment pursuant to this Amendment, in an amount equal to 37.5 basis points
times the amount of such increase;
E. Borrower shall have delivered a certificate, satisfactory to Agent,
signed by a Responsible Officer stating that (i) the representations and
warranties contained in Section 5 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;
F. 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 the Guarantor Subsidiaries 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
G. Borrower shall have paid the reasonable fees, costs and expenses of
Administrative Agent's counsel in connection with this Amendment.
SECTION 3. 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 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
Guarantor Subsidiaries are in good standing in the respective states of their
organization on the Amendment Effective Date.
B. 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 Guarantor Subsidiaries have not been
modified in any material respect since August 16, 1999.
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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 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.
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 under the Credit Agreement 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. The Credit Agreement, as amended by this
Amendment, has been duly executed and delivered by Borrower and the Guarantor
Subsidiaries, as applicable, and is enforceable against Borrower and/or the
Guarantor Subsidiaries, 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.
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 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.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT
Guarantor Subsidiaries are party to that certain Payment
Guaranty of REIT and of Preferred Stock Subsidiaries dated August 16, 1999 and
that certain Payment Guaranty of Non-Preferred Stock Subsidiaries dated August
16, 1999, in each case as amended at even date herewith, pursuant to which
Guarantor Subsidiaries have guarantied the Obligations. Nothing in this Section
4 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
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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, 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 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 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.
SECTION 5. 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 Administrative Agent or any Lender under, the Credit
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Agreement or any of the other Loan Documents.
B. 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.
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 Administrative Agent of written, facsimile or telephonic
notification of such execution and authorization of delivery thereof.
[Signatures on Attached Pages S-1 through S-10]
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SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
(AS OF THE AMENDMENT EFFECTIVE DATE)
=====================================================================================================================
LENDER COMMITMENT PRO RATA SHARE
---------------------------------------------------------------------------------------------------------------------
Bank of America, N.A. $ 55,000,000 15.942028986%
---------------------------------------------------------------------------------------------------------------------
Fleet National Bank $ 50,000,000 14.492753623%
---------------------------------------------------------------------------------------------------------------------
First Union National Bank $ 45,000,000 13.043478261%
---------------------------------------------------------------------------------------------------------------------
U.S. Bank $ 40,000,000 11.594202899%
---------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia $ 40,000,000 11.594202899%
---------------------------------------------------------------------------------------------------------------------
Chase Manhattan $ 35,000,000 10.144927536%
---------------------------------------------------------------------------------------------------------------------
KeyBank $ 30,000,000 8.695652174%
---------------------------------------------------------------------------------------------------------------------
SouthTrust Bank $ 25,000,000 7.246376812%
---------------------------------------------------------------------------------------------------------------------
California Bank & Trust $ 25,000,000 7.246376812%
---------------------------------------------------------------------------------------------------------------------
TOTALS $345,000,000 100.000000000%
=====================================================================================================================
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Notices to be sent to:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tower 2, Suite 2-1000
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Executive Vice President & Chief
Financial Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
S-11
▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, N.A.,
as a Lender and as the Issuing Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Principal
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Principal
S-12
13
FLEET NATIONAL BANK,
as Lender, Co-Lead Agent and Syndication Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
S-13
14
FIRST UNION NATIONAL BANK,
as a Lender and Documentation Agent
By: /s/ ▇▇▇ ▇▇▇▇
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
S-14
15
CALIFORNIA BANK & TRUST, a California
banking corporation, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-15
16
THE CHASE MANHATTAN BANK, a New York
banking corporation, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
S-16
17
KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ ▇▇▇ HERBLE
--------------------------------
Name: ▇▇▇▇▇▇ ▇. Herble
Title: Vice President
S-17
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, acting through
its San Francisco Agency, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
S-18
19
SOUTHTRUST BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
S-19
20
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇
Title: Vice President
S-20
21
The undersigned Guarantor Subsidiaries 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
NHP MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
President
S-21
22
NON-PREFERRED STOCK SUBSIDIARIES
--------------------------------
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
S-22
23
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
S-23
24
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador VIII, L.P.
By: Ambassador VIII, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador IX, L.P.
By: Ambassador IX, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Ambassador X, L.P.
By: Ambassador X, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Williamsburg L.P.
By: Ambassador IX, L.P.., its general partner
By: Ambassador IX, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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26
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NHP Congress Management L.P.
By: NHP-HG Six, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NPI-AP Management, L.P.
By: NPI Property Management Corporation, its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
S-26
27
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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▇▇▇▇▇▇ ▇▇▇▇▇▇
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 Somerset, Inc.
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.
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.
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28
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.
NHP Texas Management Company
NHP Puerto Rico Management Company
NHP Florida Management Company
NHP Maintenance Services Company
NHP-HDV Ten, Inc.
NHP-HDV Fourteen, Inc.
NHP-HDV Sixteen, Inc.
▇▇▇-▇▇▇ ▇▇, Inc.
NHP-HS Two, Inc.
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▇▇▇▇▇▇▇▇▇▇▇ Management, Inc.
Rescorp Realty, Inc.
Preferred Home Health, Inc.
Security Management, Inc.
Insignia Residential Group of Alabama, Inc.
Insignia Residential Group of California, Inc.
Insignia Residential Group of Texas, 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
S-29
30
Address Where Notices are to be Sent:
To Guarantor: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tower 2, Suite 2-1000
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To Administrative Agent: BANK OF AMERICA, N.A.
CA9-706-06-02
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Manager - ▇▇▇▇ #▇▇▇▇
To Lenders: Per the Credit Agreement
S-30
