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EXHIBIT 10.5
PAYMENT GUARANTY
OF QUALIFIED REIT SUBSIDIARIES
This Payment Guaranty ("Guaranty") is made as of May 21, 1998, by Ambassador
Apartments Texas, Inc., a Delaware corporation, Ambassador I, Inc., a Delaware
corporation, Ambassador II, Inc., a Delaware corporation, Ambassador IV, Inc., a
Delaware corporation, Ambassador V, Inc., a Delaware corporation, Ambassador VI,
Inc., a Delaware corporation, Ambassador VII, Inc., a Delaware corporation,
Ambassador VIII, Inc., a Delaware corporation, Ambassador IX, Inc., a Delaware
corporation, Ambassador X, Inc., a Delaware corporation, Ambassador XI, Inc., a
Delaware corporation, Ambassador XII, Inc., a Delaware corporation, Ambassador
Florida Partners, Inc., a Delaware corporation, A.J. One, Inc., a Delaware
corporation, and A.J. Two, Inc., a Delaware corporation (each a "Guarantor") in
favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BofA"), as the
agent for itself and the lenders ("Lenders") from time to time party to the
Credit Agreement (as hereinafter defined) (in such capacity, the "Agent").
Factual Background
The Lenders intend to make a $155,000,000 unsecured revolver to term credit
facility available to AIMCO Properties L.P., a Delaware limited partnership (the
"Borrower") in accordance with the Credit Agreement (the "Credit Agreement"),
dated as of January 26, 1998 (as amended by that certain First Amendment to
Credit Agreement dated as of May 8, 1998), amended as of the date herewith, by
and among Borrower, BofA (as Agent and as a Lender) and the other Lenders from
time to time party thereto. In connection with the Credit Agreement, the
Borrower has obtained this Guaranty from the Guarantor, and the Guarantor has
provided this Guaranty in return for Borrower's payment of a guarantee fee.
Capitalized terms used but not defined herein will have the meanings set forth
in the Credit Agreement. As used herein, the term "Facility" shall refer
individually to each of the credit facilities available to the Borrower under
the Credit Agreement.
Guaranty
1. Guaranty of Loan.
(a) Absolute Guaranty. Guarantor absolutely, unconditionally and
irrevocably guaranties to Agent and the Lenders the full payment of the
Indebtedness (as hereinafter defined), and unconditionally agrees to pay to
Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of
payment, not of collection. If Borrower defaults in the payment when due of the
Indebtedness or any part of it, Guarantor will in lawful money of the United
States pay to Agent and the Lenders, on demand, all sums due and owing on the
Indebtedness, including all interest, charges, fees and other sums, costs and
expenses.
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(b) Guaranty Prohibition. If, in accordance with Section 6.13(c) of the
Credit Agreement, any Guarantor is prohibited from providing this Guaranty under
its existing financing arrangements, current as of even date herewith , such
Guarantor shall have no obligation under this Guaranty.
2. Loan. In this Guaranty, the term "Indebtedness" is broadly defined
to mean and include all primary, secondary, direct, indirect, fixed and
contingent obligations of Borrower to pay principal, interest, prepayment
charges, breakage costs, late charges, loan fees and any other fees, charges,
sums, costs and expenses that may be owing at any time under the Loan Documents
(as such term is defined in the Credit Agreement), and shall include, without
limitation, all liabilities and obligations of the Borrower with respect to
Letters of Credit issued under the Credit Agreement, as any or all of such
obligations may from time to time be modified, amended, extended or renewed. If
the amount outstanding under the Indebtedness is determined by a court of
competent jurisdiction or in any arbitration proceeding described in Section
10.17 of the Credit Agreement, that determination shall be conclusive and
binding on Guarantor, regardless of whether Guarantor was a party to the
proceeding in which the determination was made or not.
3. Rights of Agent and the Lenders. Guarantor authorizes Agent or any
Lender to perform any or all of the following acts at any time in its sole
discretion, all without notice to Guarantor and without affecting Guarantor's
obligations under this Guaranty:
(a) Agent or the Requisite Lenders may alter any terms of the
Indebtedness or any part of it, including renewing, compromising, extending or
accelerating, or otherwise changing the time for payment of, or increasing or
decreasing the rate of interest on, the Indebtedness or any part of it.
(b) Agent or any Lender may take and hold security for the
Indebtedness or this Guaranty, accept additional or substituted security for
either, and subordinate, exchange, enforce, waive, release, compromise, fail to
perfect and sell or otherwise dispose of any such security in accordance with
the terms of the Indebtedness.
(c) Agent or any Lender may direct the order and manner of any sale
of all or any part of any security now or later to be held for the Indebtedness
or this Guaranty, and Agent or any Lender may also bid at any such sale.
(d) Agent or any Lender may apply any payments or recoveries from
Borrower, Guarantor or any other source, and any proceeds of any security, to
Borrower's obligations under the Loan Documents in such manner, order and
priority as Agent or such Lender may elect, whether or not those obligations are
guarantied by this Guaranty or secured at the time of the application.
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(e) Agent or any Lender may release Borrower of its liability for
the Indebtedness or any part of it.
(f) Agent or any Lender may substitute, add or release any one or
more Guarantors, other guarantors or endorsers.
(g) In addition to the Indebtedness, Agent or any Lender may extend
other credit to Borrower, and may take and hold security for the credit so
extended, all without affecting Guarantor's liability under this Guaranty.
4. Guaranty to be Absolute. Guarantor expressly agrees that until the
Indebtedness is paid and performed in full and each and every term, covenant and
condition of this Guaranty is fully performed, Guarantor shall not be released
by or because of:
(a) Any act or event which might otherwise discharge, reduce, limit
or modify Guarantor's obligations under this Guaranty;
(b) Any waiver, extension, modification, forbearance, delay or other
act or omission of Agent or any Lender, or its failure to proceed promptly or
otherwise as against Borrower, Guarantor or any security;
(c) Any action, omission or circumstance that might increase the
likelihood that Guarantor may be called upon to perform under this Guaranty or
that might affect the rights or remedies of Guarantor as against Borrower;
(d) Any dealings occurring at any time between Borrower and Agent or
any Lender, whether relating to the Indebtedness or otherwise; or
(e) Any action of Agent or any Lender described in Section 3 above.
Guarantor hereby acknowledges that absent this Section 4, Guarantor might have a
defense to the enforcement of this Guaranty as a result of one or more of the
foregoing acts, omissions, agreement, waivers or matters. Guarantor hereby
expressly waives and surrenders any defense to its liability under this Guaranty
based upon any of the foregoing acts, omissions, agreements, waivers or matters.
It is the purpose and intent of this Guaranty that the obligations of Guarantor
under it shall be absolute and unconditional under any and all circumstances.
5. Guarantor's Waivers. Guarantor waives:
(a) All statutes of limitations as a defense to any action or
proceeding brought against Guarantor by Agent or any Lender, to the fullest
extent permitted by law;
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(b) Any right it may have to require Agent or any Lender to proceed
against Borrower, proceed against or exhaust any security held from Borrower, or
pursue any other remedy in Agent's or any Lender's power to pursue;
(c) Any defense based on any claim that Guarantor's obligations
exceed or are more burdensome than those of Borrower;
(d) Any defense based on: (i) any legal disability of Borrower, (ii)
any release, discharge, modification, impairment or limitation of the liability
of Borrower to Agent or any Lender from any cause, whether consented to by Agent
or any Lender or arising by operation of law or from any bankruptcy or other
voluntary or involuntary proceeding, in or out of court, for the adjustment of
debtorcreditor relationships ("Insolvency Proceeding"), and (iii) any rejection
or disaffirmance of the Indebtedness, or any part of it, or any security held
for it, in any such Insolvency Proceeding;
(e) Any defense based on any action taken or omitted by Agent or any
Lender in any Insolvency Proceeding involving Borrower, including any election
to have Agent's or that Lender's claim allowed as being secured, partially
secured or unsecured, any extension of credit by Lender to Borrower in any
Insolvency Proceeding, and the taking and holding by Agent or any Lender of any
security for any such extension of credit;
(f) All presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty and of the existence, creation, or incurring of new
or additional indebtedness, and demands and notices of every kind except for any
demand or notice by Agent or any Lender to Guarantor expressly provided for in
Section 1;
(g) Any defense based on or arising out of any defense that Borrower
may have to the payment or performance of the Indebtedness or any part of it;
and
(h) Any defense based on or arising out of any action of Agent or
any Lender described in Sections 3 or 4 above.
6. Waivers of Subrogation and Other Rights.
(a) During the existence of an Event of Default by Borrower, Agent
or any Lender, without prior notice to or consent of Guarantor, may elect to:
(i) foreclose either judicially or nonjudicially against any real or personal
property security it may hold for the Indebtedness, (ii) accept a transfer of
any such security in lieu of foreclosure, (iii) compromise or adjust the
Indebtedness or any part of it or make any other accommodation with Borrower or
Guarantor, or (iv) exercise any other remedy against Borrower or any security.
No such action
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by Agent or any Lender shall release or limit the liability of Guarantor, who
shall remain liable under this Guaranty after the action, even if the effect of
the action is to deprive Guarantor of any subrogation rights, rights of
indemnity, or other rights to collect reimbursement from Borrower for any sums
paid to Agent or any Lender, whether contractual or arising by operation of law
or otherwise. Guarantor expressly agrees that under no circumstances shall it be
deemed to have any right, title, interest or claim in or to any real or personal
property to be held by Agent or any Lender or any third party after any
foreclosure or transfer in lieu of foreclosure of any security for the
Indebtedness.
(b) Regardless of whether Guarantor may have made any payments to
Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of
indemnity, and any other rights to collect reimbursement from Borrower for any
sums paid to Agent or any Lender, whether contractual or arising by operation of
law (including the United States Bankruptcy Code or any successor or similar
statute) or otherwise, (ii) all rights to enforce any remedy that Lender may
have against Borrower, and (iii) all rights to participate in any security now
or later to be held by Agent or any Lender for the Indebtedness, in each case
until the full and indefeasible payment and performance of all Indebtedness, and
all obligations of the Guarantors hereunder.
(c) Guarantor waives all rights and defenses arising out of an
election of remedies by the Agent or any Lender, even though that election of
remedies may affect Guarantor's rights of subrogation and reimbursement against
the Borrower by the operation of law or otherwise. In addition, Guarantor waives
all rights and defenses that Guarantor may have because the Borrower's
indebtedness is secured by real property. This means, among other things:
(1) Agent and the Lenders may collect from Guarantor without first
foreclosing on any real or personal property collateral pledged by the Borrower.
(2) If Agent forecloses on any real property collateral pledged by
the Borrower:
(A) The amount of the indebtedness may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price.
(B) Agent and the Lenders may collect from Guarantor even if
Agent or any Lender, by foreclosing on the real property collateral, has
destroyed or affected any right Guarantor may have to collect from the Borrower.
This is an unconditional and irrevocable waiver of any rights and
defenses Guarantor may have because the Borrower's indebtedness is secured by
real property.
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7. Revival and Reinstatement. If Agent or any Lender is required to
pay, return or restore to Borrower or any other person any amounts previously
paid on the Indebtedness because of any Insolvency Proceeding of Borrower, any
stop notice or any other reason, the obligations of Guarantor shall be
reinstated and revived and the rights of Agent and such Lender shall continue
with regard to such amounts, all as though they had never been paid.
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8. Information Regarding Owner. Before signing this Guaranty, Guarantor
investigated the financial condition and business operations of Borrower and
such other matters as Guarantor deemed appropriate to assure itself of
Borrower's ability to discharge its obligations under the Loan Documents.
Guarantor assumes full responsibility for that due diligence, as well as for
keeping informed of all matters that may affect Borrower's ability to pay and
perform its obligations to the Agent and the Lenders. Neither Agent nor any
Lender has any duty to disclose to Guarantor any information which such party
may have or receive about Borrower's financial condition, business operations,
or any other circumstances bearing on its ability to perform.
9. Subordination. Any rights of Guarantor, whether now existing or
later arising, to receive payment on account of any indebtedness (including
interest) owed to it by Borrower or any Subsidiary thereof or to receive any
payment from Borrower or any such Subsidiary other than those payments or
distributions permitted under Sections 7.9(b) and 7.10 of the Credit Agreement
shall at all times be subordinate as to lien and time of payment and in all
other respects to the full and prior repayment of the Indebtedness. Guarantor
shall not be entitled to enforce or receive payment of any sums hereby
subordinated until the Indebtedness has been paid and performed in full and any
such sums received in violation of this Guaranty shall be received by Guarantor
in trust for the Agent and the Lenders.
10. Financial Information. Guarantor shall keep true and correct
financial books and records, using generally accepted accounting principles
consistently applied, or such other accounting principles as the Requisite
Lenders in their reasonable judgment may find acceptable from time to time.
Guarantor represents, warrants and covenants to Agent and the Lenders that all
financial information with respect to the Guarantor delivered or to be delivered
to Agent and the Lenders by the Borrower with respect to Guarantor under Section
6.1 of the Credit Agreement is or shall be true and correct and fairly presents
or will fairly present the financial position of the Guarantor for the
applicable period. Guarantor shall promptly provide Agent and the Lenders with
any additional audited financial information that Guarantor may obtain, and such
other information concerning its affairs and properties as Agent or any Lender
may reasonably request, including, without limitation, signed copies of any tax
returns if reques ted by Agent or the Lenders.
11. Guarantor's Representations and Warranties. Guarantor represents
and warrants that:
(a) All financial statements delivered to Agent or the Lenders were
or will be prepared in accordance with generally accepted accounting principles,
or such other accounting principles as may be acceptable to the Requisite
Lenders at the time of their preparation, consistently applied;
(b) There has been no material adverse change in Guarantor's
financial condition since the dates of the statements most recently furnished to
Agent and the Lenders; and
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(c) All representations and warranties given on behalf of or with
respect to Guarantor contained in Article V of the Credit Agreement and in any
other Loan Document or certification made in connection with the Credit
Agreement are true and correct.
12. Covenants of Guarantor. Guarantor covenants and agrees that it
shall comply with and perform all covenants given on behalf of or with respect
to Guarantor (whether expressly or as a Subsidiary) contained in Articles VI and
VII of the Credit Agreement and in all other Loan Documents.
13. Intentionally Omitted.
14. Reference and Arbitration.
(a) Mandatory Arbitration. Any controversy or claim between or
among the parties, including those arising out of or relating to this Guaranty
or the Loan Documents and any claim based on or arising from an alleged tort,
shall at the request of any party be determined by arbitration. The arbitration
shall be conducted in Los Angeles, California, in accordance with the United
States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law
provision in this Guaranty, and under the Commercial Rules of the American
Arbitration Association (the "AAA"). The arbitrator(s) shall give effect to
statutes of limitation in determining any claim. Any controversy concerning
whether an issue is arbitrable shall be determined by the arbitrator(s).
Judgment upon the arbitration award may be entered in any court having
jurisdiction. The institution and maintenance of an action for judicial relief
or pursuit of a provisional or ancillary remedy shall not constitute a waiver of
the right of any party, inc luding the plaintiff, to submit the controversy or
claim to arbitration if any other party contests such action for judicial
relief.
(b) Provisional Remedies, SelfHelp and Foreclosure. No provision of
this Section 14 shall limit the right of any party to exercise selfhelp remedies
such as setoff, foreclosure against or sale of any real or personal property
collateral or security, or to obtain provisional or ancillary remedies from a
court of competent jurisdiction before, after, or during the pendency of any
arbitration.
15. Authorization; No Violation. Guarantor is authorized to execute,
deliver and perform under this Guaranty, which is a valid, binding, and
enforceable obligation of Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditor's rights generally. The
execution, delivery and performance of this Guaranty are not in violation of any
applicable law, regulation or ordinance, or any order or ruling of any court or
governmental agency applicable to the Guarantor. The Guaranty does not conflict
with, or constitute a breach or default under, any agreement to which Guarantor
is a party.
16. Additional and Independent Obligations. Guarantor's obligations
under this Guaranty are in addition to its obligations under any future
guaranties, each of which shall remain in full force and effect until it is
expressly modified or released in a writing signed by Agent and consented to by
the Lenders. Guarantor's obligations under this Guaranty are
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independent of those of Borrower on the Indebtedness. Agent or the Lenders may
bring a separate action, or commence a separate arbitration proceeding against
Guarantor without first proceeding against Borrower, any other person or any
security that Agent or any Lender may hold, and without pursuing any other
remedy. None of Agent's or any Lender's rights under this Guaranty shall be
exhausted by any action by Agent or any Lender until the Indebtedness has been
paid and performed in full in cash.
17. No Waiver; Consents; Cumulative Remedies. Each waiver by Agent or
the Lenders must be in writing, and no waiver shall be construed as a continuing
waiver. No waiver shall be implied from Agent's or any Lender's delay in
exercising or failure to exercise any right or remedy against Borrower,
Guarantor or any security. Consent by Agent or the Lenders to any act or
omission by Borrower or Guarantor shall not be construed as a consent to any
other or subsequent act or omission, or as a waiver of the requirement for
Agent's or the Lenders' consent to be obtained in any future or other instance.
All remedies of Agent and each Lender against Borrower and Guarantor are
cumulative.
18. No Release. Except as otherwise provided in Section 1, Guarantor
shall not be released, in whole or in part, from its obligations under this
Guaranty except by a writing signed by Agent and all the Lenders.
19. Heirs, Successors and Assigns; Participations. The terms of this
Guaranty shall bind and benefit the heirs, legal representatives, successors and
assigns of Agent, the Lenders and Guarantor; provided, however, that Guarantor
may not assign this Guaranty, or assign or delegate any of its rights or
obligations under this Guaranty, without the prior written consent of Agent in
each instance. Without notice to or the consent of Guarantor, Agent and any
Lender may disclose any and all information in its possession concerning
Guarantor, this Guaranty and any security for this Guaranty to any actual or
prospective purchaser of any securities issued or to be issued by Agent or such
Lender, and to any actual or prospective purchaser or assignee of any
participation or other interest in the Indebtedness and this Guaranty.
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20. Notices.
(a) Delivery. All notices, requests and other communications provided
for hereunder shall be in writing (including, unless the context expressly
otherwise provides, telegraphic, telex, facsimile transmission or cable
communication) and mailed, telegraphed, telexed or delivered to its address
specified on the signature pages hereof, or to such other address as shall be
designated by such party in a written notice to the other party.
(b) Receipt. All such notices and communications shall, when
transmitted by overnight delivery, telegraphed, telecopied by facsimile, telexed
or cabled, be effective when delivered for overnight delivery or to the
telegraph company, transmitted by telecopier, confirmed by telex answerback or
delivered to the cable company, respectively, or if delivered, upon delivery.
(c) Reliance. Agent and each Lender shall be entitled to rely on the
authority of any person purporting to be a person authorized by Guarantor to
give such notice, and neither Agent nor any Lender shall have any liability to
Guarantor or any other person on account of any action taken or not taken by
Agent or such Lender in reliance upon such telephonic or facsimile notice. The
obligation of Guarantor hereunder shall not be affected in any way or to any
extent by any failure by Lender to receive written confirmation of any
telephonic or facsimile notice or the receipt by Agent or a Lender of a
confirmation which is at variance with the terms understood by Agent or such
Lender to be contained in the telephonic or facsimile notice.
21. Rules of Construction. In this Guaranty, the word "Borrower"
includes both the named Borrower and any other person who at any time assumes or
otherwise becomes primarily liable for all or any part of the obligations of the
named Borrower on the Indebtedness. The word "person" includes any individual,
company, trust or other legal entity of any kind. If this Guaranty is executed
by more than one person, the word "Guarantor" includes all such persons. The
word "include(s)" means "include(s), without limitation," and the word
"including" means "including, but not limited to." When the context and
construction so require, all words used in the singular shall be deemed to have
been used in the plural and vice versa. No listing of specific instances, items
or matters in any way limits the scope or generality of any language of this
Guaranty. All headings appearing in this Guaranty are for convenience only and
shall be disregarded in construing this Guaranty.
22. Governing Law. This Guaranty shall be governed by, and construed in
accordance with, the laws of the State of Colorado, without regard to its choice
of law rules.
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23. Costs and Expenses. If any lawsuit or arbitration is commenced
which arises out of, or which relates to this Guaranty, the Loan Documents or
the Indebtedness, the prevailing party shall be entitled to recover from each
other party such sums as the court or arbitrator may adjudge to be reasonable
attorneys' fees (including allocated costs for services of inhouse counsel) in
the action or proceeding, in addition to costs and expenses otherwise allowed by
law. In all other situations, including any Insolvency Proceeding, Guarantor
agrees to pay all of the Agent's and each Lender's costs and expenses, including
attorneys' fees (including allocated costs for services of the Agent's and each
Lender's inhouse counsel) which may be incurred in any effort to collect or
enforce the Indebtedness or any part of it or any term of this Guaranty. Without
limiting any rights of the Agent or Lenders under the Credit Agreement, all
amounts of any kind due and payable under this Guaranty (whether for principal,
intere st, and other costs under the Indebtedness, or for costs, fees, and
expenses for which the Guarantors are directly responsible hereunder, or
otherwise) shall accrue interest from the time the Agent or the Lenders make
demand therefor hereunder until paid in full in cash to such Agent or the
Lenders at the Base Rate, as defined in the Credit Agreement, plus three (3%)
percentage points, except to the extent that any such amounts are then accruing
interest under the Indebtedness, in which case such Base Rate plus 3% interest
rate shall not be applied if the effect would be to compound the interest to
which such obligations are subject to under the Indebtedness.
24. Covenant. Each Guarantor hereby agrees that it will make dividend
payments on its outstanding preferred stock with its excess cash to the extent
such cash is not required by the Guarantor for its business, consistent with
prudent business practices and its cash requirements.
25. Integration; Modifications. This Guaranty (a) integrates all the
terms and conditions mentioned in or incidental to this Guaranty, (b) supersedes
all oral negotiations and prior writings with respect to its subject matter, and
(c) is intended by Guarantor, Agent and the Lenders as the final expression of
the agreement with respect to the terms and conditions set forth in this
Guaranty and as the complete and exclusive statement of the terms agreed to by
Guarantor, Agent and the Lenders. No representation, understanding, promise or
condition shall be enforceable against any party hereto unless it is contained
in this Guaranty. This Guaranty may not be modified except in a writing signed
by both Agent (with the consent of the Requisite Lenders) and Guarantor. No
course of prior dealing, usage of trade, parol or extrinsic evidence of any
nature shall be used to supplement, modify or vary any of the terms hereof. As
between Agent and the Lenders only, nothing contained in this Guaranty shall
alter the rights and obligations among Agent and the Lenders set forth in the
Credit Agreement.
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26. Miscellaneous. The illegality or unenforceability of one or more
provisions of this Guaranty shall not affect any other provision. Time is of the
essence in the performance of this Guaranty by Guarantor.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Guaranty as of the date on the first page. Guarantor:
AMBASSADOR APARTMENTS TEXAS, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR I, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR II, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR IV, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR V, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR VI, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR VII, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR VIII, INC..
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR IX, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR X, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
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Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR XI, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
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Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR XII, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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AMBASSADOR FLORIDA PARTNERS, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
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Name: Patricia Heath
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Title: Vice President and Treasurer
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A.J. ONE, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
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Name: Patricia Heath
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Title: Vice President and Treasurer
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A.J. TWO, INC.
a Delaware corporation
By: /s/ PATRICIA HEATH
-----------------------------------
Name: Patricia Heath
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Title: Vice President and Treasurer
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Address Where Notices to Guarantor are to be Sent:
1873 South Bellaire Street
17th Floor
Denver, Colorado 90071
Address Where Notices to Agent are to be Sent:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
555 South Flower Street, 6th Floor
Los Angeles, California 90071
Att'n: Manager Unit #1357
Addresses Where Notices to the Lenders
are to be sent:
Per the Credit Agreement
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