EXHIBIT 10.2
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF AUGUST 2, 2002
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent,
and
LENDERS LISTED HEREIN,
as Lenders.
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of August 2, 2002 (the "Amendment Effective
Date") 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"), AIMCO/Bethesda Holdings, Inc., a Delaware
corporation ("AIMCO/Bethesda") and NHP Management Company, a District of
Columbia corporation ("NHP Management") (the REIT, AIMCO, AIMCO/Bethesda and NHP
Management collectively referred to herein as "Borrowers"), BANK OF AMERICA,
N.A. ("Bank of America"), as Administrative Agent (in such capacity,
"Administrative Agent"), and Lenders party hereto, and is made with reference to
that certain Fourth Amended and Restated Credit Agreement dated as of March 11,
2002 by and among Borrowers, 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 WACHOVIA
BANK NA (formerly known as First Union National Bank), as a Lender and
Documentation Agent, as amended by that certain First Amendment to Fourth
Amended and Restated Credit Agreement dated as of June 12, 2002 by and between
the parties thereto (as so amended, the "Credit Agreement") (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.
RECITALS
WHEREAS, Borrowers desire to amend the Credit Agreement as more
particularly set forth below;
WHEREAS, pursuant to the Credit Agreement, such amendment requires the
consent of Supermajority Lenders, and Supermajority Lenders hereby consent
thereto;
NOW, THEREFORE, in consideration of the agreements, provisions and
covenants contained herein, the parties agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SUBSECTION 1.01: DEFINED TERMS.
A. The defined term "Applicable Margin" is deleted in its entirety and
replaced with the following:
"Applicable Margin" means, (i) during the period from the Closing Date
to and including the later to occur of (a) the Fixed Charge Coverage Date, or
(b) the date upon which the Casden Loan has been indefeasibly paid in full, the
following amounts per annum, based upon the Fixed Charge Coverage Ratio as set
forth in the most recent Compliance Certificate received by Administrative Agent
pursuant to Section 6.02(b):
1
<Table>
<Caption>
APPLICABLE MARGIN
(IN BASIS POINTS PER ANNUM)
- --------------------------------------------------------------------------------
PRICING LEVEL FIXED CHARGE COVERAGE RATIO OFFSHORE RATE + BASE RATE +
- ------------- ---------------------------------- --------------- -----------
1 > than or = to 2.00:1 205 55
2 > than or = to 1.85:1 but < 2.00:1 230 80
3 < 1.85:1 255 105
</Table>
(ii) during the period from and including the later of (a) the day
after the Fixed Charge Coverage Date, or (b) the day after the date upon which
the Casden Loan has been indefeasibly paid in full, to the Revolving Commitment
Termination Date, the following amounts per annum, based upon the Fixed Charge
Coverage Ratio as set forth in the most recent Compliance Certificate received
by Administrative Agent pursuant to Section 6.02(b) and the Credit Rating in
effect on such date (if applicable):
<Table>
<Caption>
APPLICABLE MARGIN
(IN BASIS POINTS PER ANNUM)
- --------------------------------------------------------------------------------
FIXED CHARGE COVERAGE RATIO AND
PRICING LEVEL CREDIT RATING OFFSHORE RATE + BASE RATE +
- ------------- ----------------------------------- --------------- -----------
1 > than or = to 2.00:1 and Threshold
Rating achieved 160 20
2 > than or = to 2.00:1 190 45
3 > than or = to 1.85:1 but < 2.00:1 210 70
4 < 1.85:1 235 95
</Table>
The Applicable Margin for all periods prior to the Revolving Commitment
Termination Date shall be in effect from the date the most recent Compliance
Certificate is received by Administrative Agent to but excluding the date the
next Compliance Certificate is
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received; provided, however, that if Borrowers fail to timely deliver the next
Compliance Certificate, the Applicable Margin from the date such Compliance
Certificate was due to but excluding the date such Compliance Certificate is
received by Administrative Agent shall be the highest pricing level set forth
above, and, thereafter, the pricing level indicated by such Compliance
Certificate when received.
In the event that the Maturity Date is extended past the Revolving
Commitment Termination Date pursuant to Section 2.13, for all periods after the
Revolving Commitment Termination Date, the Applicable Margin for Base Rate Loans
shall be 115 basis points per annum and the Applicable Margin for Offshore Rate
Loans shall be 255 basis points per annum.
B. The defined term "Fixed Charge Coverage Date" shall be inserted in the
correct alphabetical location as follows:
"Fixed Charge Coverage Date" means the last day of any period consisting of
2 consecutive fiscal quarters in which the Credit Agreement requires that the
Fixed Charge Coverage Ratio at the end of each such consecutive fiscal quarter
equals or exceeds 1.70:1.00.
1.2 AMENDMENT TO SUBSECTION 7.14: 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:
<Table>
<Caption>
APPLICABLE PERIOD RATIO
----------------------------------------------- ---------
Closing Date to and including March 31, 2002 1.70:1.00
April 1 2002 to and including June 30, 2003 1.60:1.00
July 1, 2003 to and including December 31, 2003 1.65:1.00
January 1, 2004 and thereafter 1.70:1.00
</Table>
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on the Amendment Effective Date, if all of
the following conditions are satisfied:
A. Guarantors and Pledgors have executed this Amendment with respect to
Section 5;
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B. On or before the Amendment Effective Date, Borrowers have paid to
Administrative Agent an amendment fee in an aggregate amount equal to the sum of
20 basis points times the Pro Rata Shares of Combined Commitments of each Lender
who is party to this Amendment. The amendment fee will be distributed to each
Lender who is a party to this Amendment in accordance with the foregoing;
C. 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 Borrowers, Guarantors and Pledgors in form and
substance 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 request;
D. Lenders and their respective 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;
E. Borrowers shall have paid the fees, costs and expenses of Administrative
Agent's counsel in connection with this Amendment; and
F. Administrative Agent shall have received evidence satisfactory to it and
its counsel that the Casden Agent and the Casden Lenders (i) have modified, or
concurrently with the Amendment Effective Date will modify, the Casden Loan and
the Casden Credit Agreement in a manner satisfactory to Administrative Agent and
the Lenders and Administrative Agent shall have been provided with true, correct
and complete copies of the documents effecting such modifications to the Casden
Loan and Casden Credit Agreement and (ii) have consented to or waived their
right to consent to the Borrowers', Guarantors' and Pledgors' execution and
delivery of this Amendment.
SECTION 3. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Supermajority Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent
and warrant to each Lender that the following statements are true, correct and
complete:
3.1 CORPORATE POWER AND AUTHORITY. Borrowers have 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 their obligations under,
the Amended Agreement. Each of the Borrowers, Pledgors and the Guarantors are in
good standing in the respective states of their organization on the Amendment
Effective Date.
4
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 corporate 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 March 11, 2002.
3.3 NO DEFAULT. After giving effect to this Amendment, no Default or Event of
Default exists under the Credit Agreement as of the 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, Pledgors and Guarantors does not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to
Borrowers, Pledgors, Guarantors or any of their Subsidiaries, the Organizational
Documents of Borrowers, Pledgors, Guarantors or any of their Subsidiaries or any
order, judgment or decree of any court or other Government Authority binding on
Borrowers, Pledgors, Guarantors 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 Borrowers, Pledgors,
Guarantors 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 Borrowers,
Pledgors, Guarantors or any of their Subsidiaries not otherwise permitted by the
Amended Agreement, 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
Amendment Effective Date or have been disclosed in writing to Lenders in
accordance with Section 5.03 of the Credit Agreement.
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.
3.6 BINDING OBLIGATION. The Credit Agreement, as amended by this Amendment, has
been duly executed and delivered by Borrowers, Pledgors and Guarantors and is
enforceable against Borrowers, Pledgors and Guarantors 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.
3.7 INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. After
giving effect to this Amendment, 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
5
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. MISCELLANEOUS
4.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
A. 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.
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. On or before the Amendment Effective Date, Borrowers
hereby agree to pay the reasonable fees, cost and expenses of Administrative
Agent's counsel in connection with this Amendment.
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 each Supermajority Lender, and receipt
by Borrowers and Administrative Agent of written, facsimile or telephonic
notification of such execution and authorization of delivery thereof.
6
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
A. Guarantors are party to either (i) that certain Payment Guaranty
(Revolver Guarantors) dated as of March 11, 2002 or (ii) that certain Payment
Guaranty (Casden Guarantors) dated as of March 11, 2002, in each case, to the
extent amended hereby, pursuant to which Guarantors have guarantied the
Obligations. Pledgors are party to that certain Borrowers Pledge Agreement dated
as of March 11, 2002, to the extent amended hereby, pursuant to which Pledgors
have pledged the Pledged Collateral as security for the Loan.
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 "Indebtedness" (as defined in the applicable Guaranty) or the
"Secured Obligations", as the case may be, including without limitation the
payment and performance of all such "Indebtedness" or "Secured Obligation", 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 aggress that the
Pledge 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 Credit
Agreement and 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 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 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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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.
BORROWERS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC., a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
AIMCO/BETHESDA HOLDINGS INC.,
a Delaware corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
NHP MANAGEMENT COMPANY,
a District of Columbia corporation
By: /s/ PATRICK FOYE
----------------------------------------
Patrick Foye
Executive Vice President
8
PLEDGORS (FOR PURPOSES OF SECTION 5 ONLY):
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
a Maryland corporation, as Pledgor
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P., a Delaware limited
partnership, as Pledgor
By: AIMCO-GP, INC.,
a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
-----------------------------------
Peter K. Kompaniez
President
AIMCO/BETHESDA HOLDINGS, INC.,
a Delaware corporation, as Pledgor
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
NHP MANAGEMENT COMPANY,
a District of Columbia corporation
as Pledgor
By: /s/ PATRICK FOYE
----------------------------------------
Patrick Foye
Executive Vice President
AIMCO GP LA, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC.,
its General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
9
AIMCO LP LA, L.P.,
a Delaware limited partnership
By: AIMCO LA QRS, INC.,
its General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
AIMCO-GP, INC.,
a Delaware corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
AIMCO-LA QRS, INC.,
a Delaware corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Peter K. Kompaniez
President
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: AIMCO GP LA, L.P.,
Its: General Partner
By: AIMCO-GP, INC.,
Its: General Partner
By: /s/ PATRICK FOYE
------------------------------
Patrick Foye
Executive Vice President
10
AIMCO INVESTMENT SERVICES, INC.,
a Delaware corporation
By: /s/ PATRICIA K. HEATH
----------------------------------------
Patricia K. Heath
Senior Vice President
AIC REIT PROPERTIES LLC,
a Delaware limited liability company
By: AIMCO Properties L.P.
Its: Managing Member
By: AIMCO-GP, INC.,
Its: General Partner
By: /s/ PATRICIA HEATH
------------------------------
Name: Patricia Heath
Title: Senior Vice President
and Treasurer
GUARANTORS (FOR PURPOSES OF SECTION 5 ONLY):
AIMCO/Bethesda Holdings Acquisitions, Inc.
AIMCO/Bethesda Holdings Acquisitions II, Inc.
AIMCO/NHP Holdings, Inc.
NHP A&R Services, Inc.
AIMCO/NHP Properties, Inc.
Oxford Holding Corporation
Oxford Realty Financial Group, Inc.
By: /s/ PETER K. KOMPANIEZ
-----------------------------------------
Peter K. Kompaniez
President
11
AIMCO/Colonel I, L.P.,
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/Beville, L.L.C.
AIMCO/Brandermill, L.L.C.
AIMCO/Brandon, 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/Kirkman, 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 Woods, 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.
AIMCO/Schaumburg, L.L.C.
AIMCO/Southridge, L.L.C.
AIMCO/Spartanburg, L.L.C.
AIMCO/Tidewater, L.L.C.
AIMCO/Travis One, L.P.
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AIMCO/Westridge, L.L.C.
AIMCO/Bethesda Williamsburg, L.L.C.
By: AIMCO Properties, L.P.,
Its General Partner
By: AIMCO GP LA, L.P,
Its General Partner
By: /s/ PETER K. KOMPANIEZ
--------------------------------
Peter K. Kompaniez
President
AIMCO Anchorage, L.P.
AIMCO Bay Club, L.P.
AIMCO Bridgewater, L.P.
AIMCO Copperfield, L.P.
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/ PETER K. KOMPANIEZ
--------------------------------
Peter K. Kompaniez
President
13
AIMCO Bay Club II, L.P.
By: AIMCO Bay Club, L.P., its general partner
By: AIMCO Holdings, L.P., as its general partner
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ PETER K. KOMPANIEZ
----------------------------
Peter K. Kompaniez
President
AIMCO Holdings, L.P.
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Ambassador CRM Florida Partners, L.P.
By: Ambassador Apartments, L.P., as its
general partner
By: AIMCO Properties, L.P., as its
general partner
By: AIMCO-GP, Inc., as its
general partner
By: /s/ PETER K. KOMPANIEZ
----------------------------
Peter K. Kompaniez
President
14
Ambassador I, L.P.
By: Ambassador I, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Ambassador II, L.P.
By: Ambassador II, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Ambassador VIII, L.P.
By: Ambassador VIII, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Ambassador IX, L.P.
By: Ambassador IX, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Ambassador Apartments, L.P.
By: AIMCO Properties, L.P., as its general partner
By: AIMCO-GP, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
--------------------------------
Peter K. Kompaniez
President
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Property Asset Management Services, L.L.C.
By: NHP Management Company, as its Sole Member
By: /s/ PATRICK FOYE
------------------------------------
Patrick Foye
Executive Vice President
Ambassador X, L.P.
By: Ambassador X, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
Williamsburg Limited Partnership
By: Ambassador IX, L.P., its general partner
By: Ambassador IX, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
--------------------------------
Peter K. Kompaniez
President
Property Asset Management Services-California, LLC
By: Property Asset Management Services, L.L.C., its Sole Member
By: NHP Management Company, its Sole Member
By: /s/ PATRICK FOYE
--------------------------------
Patrick Foye
Executive Vice President
16
NHP/Congress Management L.P.
By: NHP-HG Six, Inc., its general partner
By: /s/ PATRICK FOYE
--------------------------------
Patrick Foye
Executive Vice President
NPI-AP Management, L.P.
By: NPI Property Management Corporation, its
general partner
By: /s/ PATRICK FOYE
------------------------------------
Patrick Foye
Executive Vice President
AIMCO Residential Group, L.P.
By: NHP Management Company, its general partner
By: /s/ PATRICK FOYE
------------------------------------
Patrick Foye
Executive Vice President
AIMCO IPLP, L.P.
By: AIMCO/IPT, Inc., its general partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
AIMCO Calhoun, Inc.
AIMCO Colorado Residential Group, Inc.
AIMCO Investment Services, Inc.
AIMCO Holdings QRS, Inc.
AIMCO LJ Tucson, Inc.
AIMCO Properties Finance Corp.
AIMCO/Brant Rock, Inc.
AIMCO/Beacon Hill, Inc.
17
AIMCO/Blossomtree, Inc.
AIMCO/Colonnade, Inc.
AIMCO/Foothills, Inc.
AIMCO/Foxtree, Inc.
AIMCO/Freedom Place, Inc.
AIMCO/Grovetree, Inc.
AIMCO/Hiddentree, Inc.
AIMCO/IPT, Inc.
AIMCO/Islandtree, Inc.
AIMCO/Olmos, 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/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
A.J. Two, Inc.
AIMCO Equity Services, Inc.
18
NHP-HDV Ten, Inc.
NHP-HDV Fourteen, Inc.
NHP-HDV 20, Inc.
Broad Street Management, Inc.
DBL Properties Corporation
SF General, Inc.
CPF XIV/St. Charleston, Inc.
CPF XIV/Torrey Pines, Inc.
CPF XIV/Sun River, Inc.
CPF XV/Lakeside Place, Inc.
ConCap Equities, Inc.
ConCap Holdings, Inc.
PRA, Inc.
National Property Investors, Inc.
By: /s/ PETER K. KOMPANIEZ
-----------------------------------
Peter K. Kompaniez
President
AIMCO GP LA, L.P.
By: AIMCO-GP, Inc., a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
---------------------------------------
Name: Peter K. Kompaniez
Title: President
AIMCO LP LA, L.P.
By: AIMCO LA QRS, Inc., a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
---------------------------------------
Name: Peter K. Kompaniez
Title: President
19
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.
By: AIMCO GP LA, L.P., a Delaware limited
Partnership
Its: General Partner
By: AIMCO-GP, Inc., a Delaware
Corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
------------------------------
Name: Peter K. Kompaniez
Title: President
AIC REIT PROPERTIES LLC
a Delaware limited liability company
By: AIMCO Properties, L.P.
Its: Managing Member
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Name: Peter K. Kompaniez
Title: President
20
AIMCO LA QRS, INC.
HAPI MANAGEMENT, INC.
MAYER MANAGEMENT, INC.
MAYER PROPERTY SERVICES, INC.
AIMCO PARK LA BREA INC.
LA BROADCAST CENTER QRS INC.
LA CANYON TERRACE QRS INC.
LA CREEKSIDE QRS INC.
LA CRESCENT GARDENS QRS INC.
LA INDIAN OAKS QRS INC.
LA LAKES QRS INC.
LA MALIBU CANYON QRS INC.
LA HILLCRESTE QRS INC.
LA TOPANGA QRS INC.
LA CENTINELA QRS INC.
LAC PROPERTIES QRS II INC.
LAC PROPERTIES QRS III INC.
By: /s/ PETER K. KOMPANIEZ
----------------------------------------
Name: Peter K. Kompaniez
Title: President
21
AIMCO Colorado Residential Group, Inc.
By: /s/ PETER K. KOMPANIEZ
------------------------------------
Peter K. Kompaniez
President
22
BANK OF AMERICA
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
----------------------------------------
Name:
Title:
23
BANK OF AMERICA, N.A., as
Issuing Lender and a Lender
By:
----------------------------------------
Name:
Title:
24
FLEET NATIONAL BANK, as a Lender
By:
----------------------------------------
Name:
Title:
25
THE BANK OF NOVA SCOTIA, acting through its
San Francisco Agency, as Lender
By:
----------------------------------------
Name:
Title:
26
CALIFORNIA BANK & TRUST, a California
banking corporation, as a Lender
By:
----------------------------------------
Name:
Title:
27
JP MORGAN CHASE BANK (formerly known as
The Chase Manhattan Bank), a New York
banking corporation, as a Lender
By:
----------------------------------------
Name:
Title:
28
WACHOVIA BANK NA (formerly known as First
Union National Bank), as a Lender
By:
----------------------------------------
Name:
Title:
29
KEYBANK NATIONAL ASSOCIATION, as a Lender
By:
----------------------------------------
Name:
Title:
30
SOUTHTRUST BANK, N.A., as a Lender
By:
----------------------------------------
Name:
Title:
31
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
----------------------------------------
Name:
Title:
32
NEW YORK LIFE INSURANCE CORP., as a Lender
By:
----------------------------------------
Name:
Title:
33