Home / CompanyIntelligence / Apartments / Aimco Properties, LP

Aimco Properties, LP ▼

Corporate
Employment
Financing
Legal
Loans
M&A
Miscellany
Plans
Purchase & Sale
Services

Page 3 of 111 2 3 4 5 6 7 8 9 10 Last »

Preview Full Doc	2003	Intercreditor and Collateral Agency Agreement [Amended and Restated] Intercreditor and Collateral Agency Agreement [Amended and Restated] (91K) Doc #131005: Click preview link for longer preview. AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such capacity, together with its successors in such capacity or any Lenders or group of Lenders acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders (as hereinafter defined), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for the Casden Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "REVOLVER BORROWERS"; REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "TERM BORROWERS"; and REIT, AIMCO and NHP Management and their respective successors and assigns are collectively referred to as "CASDEN BORROWERS", the Revolver Borrowers, Term Borrowers and Casden Borrowers are collectively referred to as "BORROWERS"), with reference to the following facts: A. Revolver Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, executed that certain Credit Agreement dated as of August 16, 1999, as amended by (i) that certain Amended and Restated Credit Agreement dated March 15, 2000, (ii) that certain First Amendment to $345,000,000 Amended and Restated Credit Agreement dated as of April 14, 2000, (iii) that certain Second Amended and Restated Credit Agreement dated as of September 20, 2000, (iv) that certain Third Amended and Restated Credit Agreement dated as of November 6, 2001, (v) that certain Fourth Amended and Restated Credit Agreement dated as of March 11, 2002, (vi) that certain Consent and Waiver, dated as of June 12, 2002, (vii) that certain Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 5, 2002, (viii) that certain Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, (ix) that certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003 (the "FIRST AMENDMENT"), and (x) that certain Second Amendment to Fifth Amended and Restated Credit Agreement, dated of even date herewith (the "REVOLVER CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "REVOLVER CREDIT AGREEMENT"). Pursuant to the Revolver Credit Agreement, the Revolver Lenders have committed to make loans and certain other credit facilities to Revolver Borrowers in the maximum principal amount of $500,000,000 (the "REVOLVER LOAN"). 1 {Page} B. Casden Borrowers, Lehman, as agent and as a lender, and the financial institutions party thereto, executed that certain Interim Credit Agreement, dated as of March 11, 2002, as amended by (i) that certain First Amendment and Waiver, dated as of June 12, 2002, (ii) that certain Second Amendment, dated as of August 2, 2002, (iii) that certain Third Amendment, dated as of February 14, 2003, (iv) that certain Fourth Amendment, dated as of May 9, 2003 (the "FOURTH AMENDMENT"), and (v) that certain Fifth Amendment, dated of even date herewith (the "CASDEN CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "CASDEN CREDIT AGREEMENT"). Pursuant to the Casden Credit Agreement, the Casden Lenders have made loans to Casden Borrowers in the original principal amount of $287,000,000 and on the date hereof the outstanding principal balance of such loans has been reduced to approximately $104,000,000 (the "CASDEN LOAN"). C. Concurrently herewith, Term Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, are executing that certain Term Loan Credit Agreement (as hereafter may be amended from time to time in accordance with this Agreement, the "TERM CREDIT AGREEMENT") with respect to a term loan to Term Borrowers in the original principal amount of $250,000,000 (the "TERM LOAN"). D. Casden Lenders and Revolver Lenders have consented to the Term Loan pursuant to the Fourth Amendment and the First Amendment, respectively. Concurrently herewith, Casden Borrowers, Casden Agent and the Casden Lenders are entering into the Casden Credit Agreement Amendment and Revolver Borrowers, Revolver Agent and the Revolver Lenders are entering into the Revolver Credit Agreement Amendment, in each case, to make the specific changes to their respective Loan Documents in order to implement the Term Loan. E. Agents (as defined below), Borrowers and Collateral Agent desire to execute and deliver this Agreement to evidence, among other things, the agreement of the parties that each Loan and the Loan Documents for each Loan and the rights of each Lender thereunder (except as expressly set forth otherwise herein), including, in each case, recourse to Collateral and recourse to Guarantors are and will be PARI PASSU to the other Loans and Loan Documents, and the rights of the Lenders thereunder (except as expressly set forth otherwise herein) will be pro rata in accordance with the respective Benefited Obligations of each such Lender as specifically set forth herein, and to further set forth the relative rights and obligations of the parties hereto. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto agree as follows: 1. DEFINITIONS: As used in this Agreement, the following terms will have the following meanings: "AFFILIATE", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) 131005	Aimco Properties Aimco Properties, LP As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: AIMCO Properties, LP – Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Revolver Borrowers, Casden Borrowers or Term Borrowers: AIMCO Properties, LP 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Paul McAuliffe Executive Vice President/Chief Financial Officer Fax: 303-691- _____________ dt 183138 ; AIMCO Apartment Investment & Management Co. As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: APARTMENT INVESTMENT AND MANAGEMENT – limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as " _____________ APARTMENT INVESTMENT AND MANAGEMENT – AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, _____________ APARTMENT INVESTMENT AND MANAGEMENT – K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /S/ Ronald D. Monson ----------------------------------------- Ronald D. Monson President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /S/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President S-1 AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT { _____________ APARTMENT INVESTMENT AND MANAGEMENT – a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /s/ _____________ dt 152433 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: BANK OF AMERICA, – COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such "BANK OF AMERICA" – is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA" ), in its capacity as collateral agent (and in such capacity, together with its successors Bank of America – capacity or any Lenders or group of Lenders acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in Bank of America – its successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders (as hereinafter defined), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in Bank of America, – are collectively referred to as "BORROWERS"), with reference to the following facts: A. Revolver Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, executed that dt 39842 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: LEHMAN COMMERCIAL PAPER – administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for _____________ LEHMAN COMMERCIAL PAPER – AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, the Lenders and their respective successors _____________ Lehman Commercial Paper – 1-22-03 600 Montgomery Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Casden Lenders: Lehman Commercial Paper Inc. 101 Hudson Street Jersey City, NJ 07302 Attn: Diane Albanese Fax: 201-524-2023 If to Collateral Agent: Bank of America N. _____________ LEHMAN COMMERCIAL PAPER – BANK OF AMERICA, N.A., as Revolver Agent By: /s/ Frank H. Stumpf ----------------------------------------- Frank H. Stumpf Vice President S-4 {Page} CASDEN AGENT: LEHMAN COMMERCIAL PAPER INC., as Casden Agent By: /s/ Francis Chang ----------------------------------------- Francis Chang Authorized Signatory S-5 {Page} TERM AGENT: BANK OF AMERICA, N.A., as _____________ dt 104675
Preview Full Doc	2003	Intercreditor and Collateral Agency Agreement [Amended and Restated] Intercreditor and Collateral Agency Agreement [Amended and Restated] (91K) Doc #265318: Click preview link for longer preview. AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such capacity, together with its successors in such capacity or any Lenders or group of Lenders acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders (as hereinafter defined), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for the Casden Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "REVOLVER BORROWERS"; REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "TERM BORROWERS"; and REIT, AIMCO and NHP Management and their respective successors and assigns are collectively referred to as "CASDEN BORROWERS", the Revolver Borrowers, Term Borrowers and Casden Borrowers are collectively referred to as "BORROWERS"), with reference to the following facts: A. Revolver Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, executed that certain Credit Agreement dated as of August 16, 1999, as amended by (i) that certain Amended and Restated Credit Agreement dated March 15, 2000, (ii) that certain First Amendment to $345,000,000 Amended and Restated Credit Agreement dated as of April 14, 2000, (iii) that certain Second Amended and Restated Credit Agreement dated as of September 20, 2000, (iv) that certain Third Amended and Restated Credit Agreement dated as of November 6, 2001, (v) that certain Fourth Amended and Restated Credit Agreement dated as of March 11, 2002, (vi) that certain Consent and Waiver, dated as of June 12, 2002, (vii) that certain Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 5, 2002, (viii) that certain Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, (ix) that certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003 (the "FIRST AMENDMENT"), and (x) that certain Second Amendment to Fifth Amended and Restated Credit Agreement, dated of even date herewith (the "REVOLVER CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "REVOLVER CREDIT AGREEMENT"). Pursuant to the Revolver Credit Agreement, the Revolver Lenders have committed to make loans and certain other credit facilities to Revolver Borrowers in the maximum principal amount of $500,000,000 (the "REVOLVER LOAN"). 1 {Page} B. Casden Borrowers, Lehman, as agent and as a lender, and the financial institutions party thereto, executed that certain Interim Credit Agreement, dated as of March 11, 2002, as amended by (i) that certain First Amendment and Waiver, dated as of June 12, 2002, (ii) that certain Second Amendment, dated as of August 2, 2002, (iii) that certain Third Amendment, dated as of February 14, 2003, (iv) that certain Fourth Amendment, dated as of May 9, 2003 (the "FOURTH AMENDMENT"), and (v) that certain Fifth Amendment, dated of even date herewith (the "CASDEN CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "CASDEN CREDIT AGREEMENT"). Pursuant to the Casden Credit Agreement, the Casden Lenders have made loans to Casden Borrowers in the original principal amount of $287,000,000 and on the date hereof the outstanding principal balance of such loans has been reduced to approximately $104,000,000 (the "CASDEN LOAN"). C. Concurrently herewith, Term Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, are executing that certain Term Loan Credit Agreement (as hereafter may be amended from time to time in accordance with this Agreement, the "TERM CREDIT AGREEMENT") with respect to a term loan to Term Borrowers in the original principal amount of $250,000,000 (the "TERM LOAN"). D. Casden Lenders and Revolver Lenders have consented to the Term Loan pursuant to the Fourth Amendment and the First Amendment, respectively. Concurrently herewith, Casden Borrowers, Casden Agent and the Casden Lenders are entering into the Casden Credit Agreement Amendment and Revolver Borrowers, Revolver Agent and the Revolver Lenders are entering into the Revolver Credit Agreement Amendment, in each case, to make the specific changes to their respective Loan Documents in order to implement the Term Loan. E. Agents (as defined below), Borrowers and Collateral Agent desire to execute and deliver this Agreement to evidence, among other things, the agreement of the parties that each Loan and the Loan Documents for each Loan and the rights of each Lender thereunder (except as expressly set forth otherwise herein), including, in each case, recourse to Collateral and recourse to Guarantors are and will be PARI PASSU to the other Loans and Loan Documents, and the rights of the Lenders thereunder (except as expressly set forth otherwise herein) will be pro rata in accordance with the respective Benefited Obligations of each such Lender as specifically set forth herein, and to further set forth the relative rights and obligations of the parties hereto. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto agree as follows: 1. DEFINITIONS: As used in this Agreement, the following terms will have the following meanings: "AFFILIATE", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) 265318	Aimco Properties Aimco Properties, LP As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: AIMCO Properties, LP – Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Revolver Borrowers, Casden Borrowers or Term Borrowers: AIMCO Properties, LP 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Paul McAuliffe Executive Vice President/Chief Financial Officer Fax: 303-691- _____________ dt 183139 ; AIMCO Apartment Investment & Management Co. As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: APARTMENT INVESTMENT AND MANAGEMENT – limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as " _____________ APARTMENT INVESTMENT AND MANAGEMENT – AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, _____________ APARTMENT INVESTMENT AND MANAGEMENT – K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /S/ Ronald D. Monson ----------------------------------------- Ronald D. Monson President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /S/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President S-1 AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT { _____________ APARTMENT INVESTMENT AND MANAGEMENT – a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /s/ _____________ dt 152468 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: BANK OF AMERICA, N.A. – AGENCY AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such capacity, together with its successors in such capacity or any _____________ Bank of America, N.A. – Credit Agreements, that the applicable Lender Groups have appointed irrevocably (subject to replacement of the Collateral Agent as provided in each Credit Agreement) Bank of America, N.A. as "COLLATERAL AGENT" hereunder to take such action on such Agents' behalf under the provisions of this Agreement and each Borrowers Pledge _____________ BANK OF AMERICA, N.A. – IS EXPRESSLY SUBJECT TO THAT CERTAIN AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT DATED AS OF MAY 30, 2003, BY AND AMONG BANK OF AMERICA, N.A. , AS AGENT FOR REVOLVER LENDERS, BANK OF AMERICA, N.A., AS AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL _____________ BANK OF AMERICA, N.A. – AND COLLATERAL AGENCY AGREEMENT DATED AS OF MAY 30, 2003, BY AND AMONG BANK OF AMERICA, N.A., AS AGENT FOR REVOLVER LENDERS, BANK OF AMERICA, N.A. , AS AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP _____________ BANK OF AMERICA, N.A. – BY AND AMONG BANK OF AMERICA, N.A., AS AGENT FOR REVOLVER LENDERS, BANK OF AMERICA, N.A., AS AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A. , AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL _____________ dt 168512 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: LEHMAN COMMERCIAL PAPER INC – administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC . ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for _____________ LEHMAN COMMERCIAL PAPER INC – AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC ., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, the Lenders and their respective successors _____________ Lehman Commercial Paper Inc – 1-22-03 600 Montgomery Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Casden Lenders: Lehman Commercial Paper Inc . 101 Hudson Street Jersey City, NJ 07302 Attn: Diane Albanese Fax: 201-524-2023 If to Collateral Agent: Bank of America N. _____________ LEHMAN COMMERCIAL PAPER INC – BANK OF AMERICA, N.A., as Revolver Agent By: /s/ Frank H. Stumpf ----------------------------------------- Frank H. Stumpf Vice President S-4 {Page} CASDEN AGENT: LEHMAN COMMERCIAL PAPER INC ., as Casden Agent By: /s/ Francis Chang ----------------------------------------- Francis Chang Authorized Signatory S-5 {Page} TERM AGENT: BANK OF AMERICA, N.A., as _____________ dt 172556 ; AIMCO/Bethesda Holdings, Inc.
Preview Full Doc	2000	Intercreditor and Subordination Agreement Intercreditor and Subordination Agreement (95K) Doc #275255: Click preview link for longer preview. INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "AGREEMENT") is made as of September 20, 2000 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as agent (and in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders, as hereinafter defined, Bank of America, in its capacity as agent (and in such capacity, "BRIDGE AGENT" hereunder), for the Bridge Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware limited . . . 275255	Aimco Properties Aimco Properties, LP As referenced in this Intercreditor and Subordination Agreement: AIMCO PROPERTIES, L.P., – Bank of America, in its capacity as agent (and in such capacity, "BRIDGE AGENT" hereunder), for the Bridge Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), NHP Management Company, a District of Columbia corporation (" _____________ Aimco Properties, L.P., – following meanings: "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000, by and among Apartment Investment and Management Company, Aimco Properties, L.P., NHP Management Company and Aimco/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. _____________ AIMCO PROPERTIES, L.P., – EXPRESSLY SUBJECT AND SUBORDINATE TO THE INDEBTEDNESS UNDER A CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2000 AMONG AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, BANK OF AMERICA, N.A., AS AGENT, AND THE OTHER PARTIES AND LENDERS NAMED THEREIN, _____________ AIMCO PROPERTIES, L.P., – AGREEMENT DATED AS OF SEPTEMBER 20, 2000, BY AND AMONG BANK OF AMERICA N.A., AS AGENT FOR REVOLVER LENDERS AND BRIDGE LENDERS, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC. AND NHP MANAGEMENT COMPANY; PROVIDED THAT THIS INSTRUMENT IS NOT SUBORDINATE TO SAID CREDIT AGREEMENT WITH RESPECT TO _____________ AIMCO PROPERTIES, L.P., – UNDER THIS INSTRUMENT IS EXPRESSLY SENIOR TO THE INDEBTEDNESS UNDER A CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED SEPTEMBER 20, 2000 AMONG AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, BANK OF AMERICA, N.A., AS AGENT, AND THE OTHER PARTIES AND THE LENDERS NAMED _____________ dt 193980 ; AIMCO Apartment Investment & Management Co. As referenced in this Intercreditor and Subordination Agreement: Apartment Investment and Management – following terms will have the following meanings: "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000, by and among Apartment Investment and Management Company, Aimco Properties, L.P., NHP Management Company and Aimco/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, _____________ dt 189165 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Intercreditor and Subordination Agreement: BANK OF AMERICA, N.A. – EXECUTION COPY INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "AGREEMENT") is made as of September 20, 2000 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as agent (and in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders, as hereinafter defined, _____________ BANK OF AMERICA, N.A. – AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2000 AMONG AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, BANK OF AMERICA, N.A. , AS AGENT, AND THE OTHER PARTIES AND LENDERS NAMED THEREIN, AS AMENDED, TO THE EXTENT AND IN THE MANNER PROVIDED IN A _____________ BANK OF AMERICA N.A. – THE EXTENT AND IN THE MANNER PROVIDED IN A CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 20, 2000, BY AND AMONG BANK OF AMERICA N.A. , AS AGENT FOR REVOLVER LENDERS AND BRIDGE LENDERS, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC. AND NHP MANAGEMENT COMPANY; PROVIDED THAT _____________ BANK OF AMERICA, N.A. – CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED SEPTEMBER 20, 2000 AMONG AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, BANK OF AMERICA, N.A. , AS AGENT, AND THE OTHER PARTIES AND THE LENDERS NAMED THEREIN, TO THE EXTENT AND IN THE MANNER PROVIDED IN A CERTAIN _____________ BANK OF AMERICA N.A. – THE EXTENT AND IN THE MANNER PROVIDED IN A CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 20, 2000, BY AND AMONG BANK OF AMERICA N.A. , AS AGENT FOR REVOLVER LENDERS AND BRIDGE LENDERS, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., AND NHP MANAGEMENT COMPANY; PROVIDED THAT _____________ dt 184099
Preview Full Doc	2003	Interim Credit Agreement [Amendment No. 5] Interim Credit Agreement [Amendment No. 5] (66K) Doc #265324: Click preview link for longer preview. FIFTH AMENDMENT, dated as of May 30, 2003 (this "AMENDMENT"), to the INTERIM CREDIT AGREEMENT, dated as of March 11, 2002 (as amended by the First Amendment and Waiver, dated as of June 12, 2002, the Second Amendment, dated as of August 2, 2002, the Third Amendment, dated as of February 14, 2003, and the Fourth Amendment, dated as of May 9, 2003, and as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"), among AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT"), and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT") (AIMCO, NHP Management and the REIT are collectively referred to herein as "BORROWERS"), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"), as Syndication Agent and as a Lender, each lender from time to time party thereto and LEHMAN BROTHERS INC., as Sole Lead Arranger and Bookrunner. W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain Loans and other extensions of credit to the Borrowers; WHEREAS, the Borrower has requested that the Lenders agree to make certain amendments to the Credit Agreement; WHEREAS, the Lenders have agreed to make such amendments solely upon the terms and conditions provided for in this Amendment; NOW, THEREFORE, the parties hereto agree as follows: 1. DEFINED TERMS. Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. AMENDMENTS TO SECTION 1.01 OF THE CREDIT AGREEMENT (DEFINED TERMS). (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: "COLLATERAL AGENT" means Bank of America, in its capacity as Collateral Agent under the Intercreditor Agreement and the Borrowers Pledge Agreement, or any successor Collateral Agent pursuant to Section 11.01(g). "COLLECTIVE OBLIGATIONS" means, collectively, the Obligations owing under this Agreement, the obligations owing under the Revolving Credit Agreement and the obligations owing under the Term Loan Credit Agreement. "FIFTH AMENDMENT" means the Fifth Amendment to the Interim Credit Agreement, dated as of May 30, 2003, among Borrowers, Lenders and the Administrative Agent. {Page} "FIFTH AMENDMENT EFFECTIVE DATE" means the "Effective Date" as defined in the Fifth Amendment. "LENDER GROUP" means, collectively, the Lenders, the Term Lenders and the Lenders (as defined in the Revolving Credit Agreement). "OMNIBUS BORROWERS PLEDGE AGREEMENT" means the Borrowers Pledge Agreement executed and delivered by the Borrower Parties party thereto in connection with this Agreement, the Revolving Credit Agreement and the Term Loan Credit Agreement, substantially in the form of EXHIBIT G-2 annexed hereto, as such Borrowers Pledge Agreement may thereafter be amended, supplemented or otherwise modified from time to time. "TERM LENDERS" means the lenders from time to time party to the Term Loan Credit Agreement. "TERM LOAN CREDIT AGREEMENT" means that certain Term Loan Credit Agreement, dated as of May 30, 2003, by and among Borrowers, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto. "TERM LOAN DOCUMENTS" means the Term Loan Credit Agreement and the "Loan Documents" as defined therein, as amended from time to time in accordance with the Intercreditor Agreement. (b) Section 1.01 of the Credit Agreement is hereby further amended by deleting each defined term listed below in its entirety and replacing it with its respective new definition, as follows: "2003 TERM LOAN" means a term credit facility provided to the Borrowers and AIMCO/Bethesda Holdings, Inc. pursuant to that certain Term Loan Credit Agreement, dated as of May 30, 2003, by and among Borrowers, AIMCO/Bethesda Holdings, Inc., Bank of America, as administrative agent, and the financial institutions party thereto. The intercreditor relationship between the lenders under the 2003 Term Loan, the lenders under the Revolving Credit Agreement and the Lenders shall be governed by the Intercreditor Agreement. "ADJUSTED TOTAL NOI" means, for any period, Borrowers', the Guarantors' and their respective downstream Affiliates' pro-rata share of Net Operating Income, including the Borrowers', Guarantors' and their respective downstream Affiliates' pro-rata share of Net Operating Income from unconsolidated Persons, LESS the Capital Expenditure Reserve as of the last day of such period. "BORROWER PARTY" means Borrowers or any Person from time to time party to a Loan Document other than (x) Lenders and any Affiliates of Lenders, Administrative Agent, Collateral Agent, Syndication Agent, or the Lead Arranger; (y) the Lenders (as defined in the Revolving Credit Agreement) party to the Revolving Credit Agreement; and (z) the Term Lenders party to the Term Loan Credit Agreement. 2 {Page} "BORROWERS PLEDGE AGREEMENT" means collectively (i) the Borrowers Pledge Agreement executed and delivered by the Borrower Parties party thereto on March 11, 2002, substantially in the form of EXHIBIT G annexed to the Credit Agreement, and (ii) the Ominibus Borrowers Pledge Agreement, as such borrowers pledge agreements may thereafter be amended, supplemented or otherwise modified from time to time. "COLLATERAL DOCUMENTS" means the Borrowers Pledge Agreement and all other instruments or documents delivered by Borrowers or any of their Subsidiaries pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent on behalf of the Lenders, or Collateral Agent, on behalf of Lender Group, a Lien on any real, personal or mixed property of that Person as security for all or a portion of the Collective Obligations. "GP LOANS" means that certain Indebtedness loaned by AIMCO to its Affiliates, whether secured or unsecured, evidenced by GP Loan Notes in an aggregate principal amount of approximately $469,558,455 outstanding as of March 31, 2003 and such Indebtedness is set forth in more detail on SCHEDULE 1.01B hereto. "INTERCREDITOR AGREEMENT" means the Amended and Restated Intercreditor and Collateral Agency Agreement entered into as of May 30, 2003 between Borrowers, Administrative Agent, borrowers to the Term Loan Credit Agreement, Bank of America, N.A., in its capacity as administrative agent under the Term Loan Credit Agreement, borrowers party to the Revolving Credit Agreement, and Revolver Administrative Agent, and Collateral Agent, attached hereto as Exhibit L, as amended from time to time, as provided therein. The Intercreditor Agreement shall be binding on and inure to the benefit of each lender in the Lender Group. "PLEDGED COLLATERAL" means any and all Property upon which a Lien is purported to be created by any Collateral Document to secure the Collective Obligations of the Borrowers pursuant to the Collateral Documents and subject to the Intercreditor Agreement. (c) Section 1.01 of the Credit Agreement is hereby further amended by deleting the following definitions in their entirety: (i) "CASDEN PLEDGED COLLATERAL"; (ii) "PARK LA BREA CONSTRUCTION DEBT"; (iii) "PARK VISTA CONSTRUCTION FINANCING"; and (iv) "VILLA AZURE CONSTRUCTION FINANCING". (d) Section 1.01 of the Credit Agreement is hereby further 265324	Aimco Properties Aimco Properties, LP As referenced in this Interim Credit Agreement [Amendment No. 5]: AIMCO Properties, L.P., – May 9, 2003, and as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"), among AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT"), and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a _____________ AIMCO PROPERTIES, L.P. – to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its: General Partner By: /S/ Peter K. Kompaniez ---------------------------------------- Name: Peter K. Kompaniez Title: President APARTMENT INVESTMENT AND MANAGEMENT _____________ dt 194007 ; AIMCO Apartment Investment & Management Co. As referenced in this Interim Credit Agreement [Amendment No. 5]: APARTMENT INVESTMENT AND MANAGEMENT – CREDIT AGREEMENT"), among AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT"), and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT") (AIMCO, NHP Management and the REIT are collectively referred to herein as "BORROWERS"), LEHMAN COMMERCIAL PAPER INC., _____________ APARTMENT INVESTMENT AND MANAGEMENT – written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its: General Partner By: /S/ Peter K. Kompaniez ---------------------------------------- Name: Peter K. Kompaniez Title: President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /S/ Peter K. Kompaniez ---------------------------------------- Name: Peter K. Kompaniez Title: President NHP MANAGEMENT COMPANY By: /S/ Ronald D. Monson ---------------------------------------- Name: Ronald D. _____________ dt 152471 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Interim Credit Agreement [Amendment No. 5]: Banc of America Securities LLC – Affiliates. "Collateral Agent-Related Persons" means Collateral Agent (including any successor agent), together with its Affiliates (including, in the case of Collateral Agent, Banc of America Securities LLC ), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. (e) Collateral Agent shall be entitled to _____________ dt 167279 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Interim Credit Agreement [Amendment No. 5]: Bank of America, N.A. – Credit Agreement. "TERM LOAN CREDIT AGREEMENT" means that certain Term Loan Credit Agreement, dated as of May 30, 2003, by and among Borrowers, Bank of America, N.A. , as administrative agent, and the other financial institutions party thereto. "TERM LOAN DOCUMENTS" means the Term Loan Credit Agreement and the "Loan _____________ Bank of America, N.A. – Intercreditor and Collateral Agency Agreement entered into as of May 30, 2003 between Borrowers, Administrative Agent, borrowers to the Term Loan Credit Agreement, Bank of America, N.A. , in its capacity as administrative agent under the Term Loan Credit Agreement, borrowers party to the Revolving Credit Agreement, and Revolver Administrative _____________ Bank of America, N.A. – added which shall read as follows: SECTION XI. COLLATERAL AGENT. 11.01. COLLATERAL AGENT. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America, N.A. as Collateral Agent under the Intercreditor Agreement and the Collateral Documents with such powers as are specifically granted to the Collateral Agent _____________ Bank of America, N.A. – to act as Collateral Agent under the Collateral Documents (subject to and in accordance with the Intercreditor Agreement) and the Intercreditor Agreement and Bank of America, N.A. in its individual capacity, accepts such appointment as Collateral Agent thereunder by executing the Borrowers Pledge Agreement, which appointment is coupled with _____________ Bank of America, N.A. – Intercreditor and Subordination Agreement dated as of March 11, 2002, by and among Borrowers, Administrative Agent, borrowers to the Revolving Credit Agreement, and Bank of America, N.A. , in its capacity as administrative agent thereunder and (v) an Intra-Company Loan Subordination Agreement, dated as of even date herewith, duly _____________ dt 168515 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Interim Credit Agreement [Amendment No. 5]: LEHMAN BROTHERS INC – Agent (in such capacity, the "ADMINISTRATIVE AGENT"), as Syndication Agent and as a Lender, each lender from time to time party thereto and LEHMAN BROTHERS INC ., as Sole Lead Arranger and Bookrunner. W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, _____________ dt 172604 ; More...
Preview Full Doc	2002	Interim Credit Agreement [Amendment No. 2] Interim Credit Agreement [Amendment No. 2] (14K) Doc #265426: Click preview link for longer preview. SECOND AMENDMENT, dated as of August 2,2002 (this "Amendment", to the INTERIM CREDIT AGREEMENT, dated as of March 11, 2002 (as amended by the First Amendment and Waiver, dated as of June 12, 2002, and as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT") (AIMCO, NHP Management and the REIT are collectively referred to herein as "Borrowers"), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the "Administrative Agent"), as Syndication Agent and as a Lender, each lender from time to time party thereto and LEHMAN BROTHERS INC., as Sole Lead Arranger and Bookrunner. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain Loans and other extensions of credit to the Borrowers; WHEREAS, the Borrower has requested that the Lenders agree to amend Section 7.14(a) of the Credit Agreement; WHEREAS, the Lenders have agreed to amend such Section solely upon the terms and conditions provided for in this Amendment; NOW, THEREFORE, the parties hereto agree as follows: 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. Amendment to Section 7.14(a) of the Credit Agreement. Section 7.14(a) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting in lieu therefor the following new Section: (a) Permit the Fixed Charge Coverage Ratio as at the end of any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter: {Table} {Caption} Fixed Charge Fiscal Quarter Ended Coverage Ratio --------------------------------------- -------------- {S} {C} Closing Date to March 31,2002 1.70x June 30, 2002 to June 30, 2003 1.60x September 30, 2003 to December 31, 2003 1.65x March 31, 2004 and thereafter 1.70x {/Table} {PAGE} 3. Conditions to Effectiveness. This Amendment shall become effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) The Administrative Agent shall have received five counterparts hereof duly executed and delivered by each Borrower. (b) The Administrative Agent shall have received executed Lender Consent Letters, substantially in the form of Exhibit A hereto ("Lender Consent Letters") from each of the Supermajority Lenders. (c) The Administrative Agent shall have received an executed Acknowledgment and Consent, in the form of Exhibit B-1, B-2 or B-3, as applicable, from each Guarantor and each Pledgor other than the Borrowers. (d) The Administrative Agent shall have received for the account of each Lender that executes and delivers to the Administrative Agent a Consent Letter at or prior to 5:00 P.M., New York City time, on August 2, 2002, a consent fee equal to 0.20% of the aggregate unpaid principal amount of such Lender's Loans on such date. (e) On or before the Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto nor previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. (f) The Administrative Agent shall have received evidence satisfactory to it and its counsel that the Revolver Administrative Agent and the Lenders under the Revolving Credit Agreement (i) have modified, or concurrently with the Effective Date will modify, the Revolving Credit 265426	Aimco Properties Aimco Properties, LP As referenced in this Interim Credit Agreement [Amendment No. 2]: AIMCO PROPERTIES, L.P., – June 12, 2002, and as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a _____________ AIMCO PROPERTIES, L.P. – to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its: General Partner By: /s/ PETER K. KOMPANIEZ ------------------------------------- Name: Peter K. Kompaniez Title: President APARTMENT INVESTMENT AND MANAGEMENT _____________ dt 194027 ; AIMCO Apartment Investment & Management Co. As referenced in this Interim Credit Agreement [Amendment No. 2]: APARTMENT INVESTMENT AND MANAGEMENT – Credit Agreement"), among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT") (AIMCO, NHP Management and the REIT are collectively referred to herein as "Borrowers"), LEHMAN COMMERCIAL PAPER INC., _____________ APARTMENT INVESTMENT AND MANAGEMENT – written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its: General Partner By: /s/ PETER K. KOMPANIEZ ------------------------------------- Name: Peter K. Kompaniez Title: President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PETER K. KOMPANIEZ ------------------------------------- Name: Peter K. Kompaniez Title: President NHP MANAGEMENT COMPANY By: /s/ PATRICK FOYE ------------------------------------- Name: Patrick Foye _____________ dt 152508 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Interim Credit Agreement [Amendment No. 2]: LEHMAN BROTHERS INC – Agent (in such capacity, the "Administrative Agent"), as Syndication Agent and as a Lender, each lender from time to time party thereto and LEHMAN BROTHERS INC ., as Sole Lead Arranger and Bookrunner. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, _____________ dt 172608 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Interim Credit Agreement [Amendment No. 2]: LEHMAN COMMERCIAL PAPER INC – APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT") (AIMCO, NHP Management and the REIT are collectively referred to herein as "Borrowers"), LEHMAN COMMERCIAL PAPER INC ., as Administrative Agent (in such capacity, the "Administrative Agent"), as Syndication Agent and as a Lender, each lender from time to time _____________ LEHMAN COMMERCIAL PAPER INC – PETER K. KOMPANIEZ ------------------------------------- Name: Peter K. Kompaniez Title: President NHP MANAGEMENT COMPANY By: /s/ PATRICK FOYE ------------------------------------- Name: Patrick Foye Title: Executive Vice President LEHMAN COMMERCIAL PAPER INC ., as Administrative Agent By: /s/ ------------------------------------- Name: Title: Authorized Signatory {/TEXT} {/DOCUMENT} _____________ dt 172562
Preview Full Doc	2002	Interim Credit Agreement Interim Credit Agreement (372K) Doc #265489: Click preview link for longer preview. INTERIM CREDIT AGREEMENT AMONG APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO PROPERTIES, L.P. AND NHP MANAGEMENT COMPANY, AS BORROWERS, LEHMAN COMMERCIAL PAPER INC. AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC., AS SYNDICATION AGENT AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO DATED AS OF MARCH 11, 2002 AND LEHMAN BROTHERS INC. AS SOLE LEAD ARRANGER AND BOOKRUNNER {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} SECTION I. DEFINITIONS AND ACCOUNTING TERMS ........................... 1 1.01. Defined Terms ............................................. 1 1.02. Use of Certain Terms ...................................... 34 1.03. Accounting Terms .......................................... 35 1.04. Rounding .................................................. 35 1.05. Exhibits and Schedules .................................... 35 1.06. References to Agreements, Exhibits and Laws ............... 35 SECTION II. THE COMMITMENTS AND EXTENSIONS OF CREDIT ................... 35 2.01. Loans ..................................................... 35 2.02. Borrowings, Conversions and Continuations of Loans ........ 36 2.03. Prepayments; Mandatory Amortization; Additional Mandatory Prepayments ..................................... 37 2.04. Pro Rata Treatment and Payments ........................... 39 2.05. Principal and Interest; Default Rate ...................... 39 2.06. Fees ...................................................... 39 2.07. Computation of Interest and Fees .......................... 40 2.08. Making Payments ........................................... 40 2.09. Funding Sources ........................................... 41 2.10. Collateral ................................................ 41 2.11. Extension of Maturity Date ................................ 41 SECTION III. TAXES, YIELD PROTECTION AND ILLEGALITY ..................... 42 3.01. Taxes ..................................................... 42 3.02. Illegality ................................................ 44 3.03. Inability to Determine Rates .............................. 45 3.04. Increased Cost and Reduced Return; Capital Adequacy ....... 45 3.05. Breakfunding Costs ........................................ 46 3.06. Matters Applicable to all Requests for Compensation ....... 46 3.07. Survival .................................................. 46 SECTION IV. CONDITIONS PRECEDENT TO EXTENSION OF CREDIT ................ 47 4.01. Conditions of Initial Extension of Credit ................. 47 SECTION V. REPRESENTATIONS AND WARRANTIES ............................. 50 5.01. Existence and Qualification; Power ........................ 50 5.02. Power; Authorization; Enforceable Obligations ............. 50 5.03. No Legal Bar .............................................. 51 5.04. Financial Statements; No Material Adverse Effect .......... 51 5.05. Litigation ................................................ 52 5.06. No Default ................................................ 52 5.07. Ownership of Property; Liens .............................. 52 5.08. Taxes ..................................................... 52 5.09. Margin Regulations; Investment Company Act; Public Utility Holding Company Act; REIT and Tax Status; Stock Exchange Listing .................................... 53 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} 5.10. ERISA Compliance .......................................... 53 5.11. Intangible Assets ......................................... 55 5.12. Compliance With Laws ...................................... 55 5.13. Environmental Compliance .................................. 55 5.14. Insurance ................................................. 56 5.15. Omitted ................................................... 56 5.16. Subsidiaries; Interests in Other Entities; Changes in Organizational Structure .................................. 56 5.17. Matters Relating to Pledged Collateral .................... 56 5.18. Disclosure ................................................ 57 SECTION VI. AFFIRMATIVE COVENANTS ...................................... 58 6.01. Financial Statements ...................................... 58 6.02. Certificates, Notices and Other Information ............... 59 6.03. Payment Obligations ....................................... 61 6.04. Preservation of Existence ................................. 62 6.05. Maintenance of Properties ................................. 62 6.06. Maintenance of Insurance .................................. 62 6.07. Compliance With Laws ...................................... 63 6.08. Inspection Rights ......................................... 63 6.09. Keeping of Records and Books of Account ................... 63 6.10. Compliance with ERISA ..................................... 63 6.11. Compliance With Agreements ................................ 63 6.12. Use of Proceeds ........................................... 64 6.13. Communication with Accountants ............................ 64 6.14. Maintenance of REIT Status; Stock Exchange Listing ........ 64 6.15. Solvency .................................................. 64 6.16. Further Assurances ........................................ 64 6.17. Unconsolidated Partnership Distributions .................. 65 SECTION VII. NEGATIVE COVENANTS ......................................... 65 7.01. Indebtedness .............................................. 65 7.02. Liens and Negative Pledges ................................ 68 7.03. Fundamental Changes ....................................... 69 7.04. Dispositions .............................................. 71 7.05. Investments ............................................... 71 7.06. Lease Obligations ......................................... 72 7.07. Restricted Payments ....................................... 72 7.08. ERISA ..................................................... 73 7.09. Change in Nature of Business .............................. 73 7.10. Transactions with Affiliates .............................. 73 7.11. Use of Proceeds ........................................... 74 7.12. [Reserved] ................................................ 74 7.13. Limitations on Upstreaming ................................ 74 7.14. Financial Covenants ....................................... 74 7.15. Change in Auditors ........................................ 75 7.16. Special Covenants Relating to the REIT .................... 75 7.17. Taxation of AIMCO ......................................... 76 {/TABLE} -ii- {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} SECTION VIII. EVENTS OF DEFAULT AND REMEDIES ............................. 76 8.01. Events of Default ......................................... 76 8.02. Remedies Upon Event of Default ............................ 81 SECTION IX. ADMINISTRATIVE AGENT ....................................... 82 9.01. Appointment and Authorization of Administrative Agent ..... 82 9.02. Delegation of Duties ...................................... 82 9.03. Liability of Administrative Agent ......................... 83 9.04. Reliance by Administrative Agent .......................... 83 9.05. Notice of Default ......................................... 84 9.06. Credit Decision; Disclosure of Information by Administrative Agent ...................................... 84 9.07. Indemnification of Administrative Agent ................... 85 9.08. Administrative Agent in Individual Capacity ............... 85 9.09. Successor Administrative Agent ............................ 85 SECTION X. MISCELLANEOUS .............................................. 86 10.01. Amendments; Consents ...................................... 86 10.02. Transmission and Effectiveness of Notices and Signatures .. 87 10.03. Attorney Costs, Expenses and Taxes ........................ 88 10.04. Binding Effect; Assignment ................................ 89 10.05. Set-Off ................................................... 92 10.06. Sharing of Payment ........................................ 92 10.07. No Waiver; Cumulative Remedies ............................ 93 10.08. Usury ..................................................... 93 10.09. Counterparts .............................................. 93 10.10. Integration; Conflicts with Other Loan Documents .......... 94 10.11. Nature of Lenders' Obligations ............................ 94 10.12. Survival of Representations and Warranties ................ 94 10.13. Indemnity by Borrowers .................................... 94 10.14. Nonliability of Lenders ................................... 95 10.15. No Third Parties Benefited ................................ 96 10.16. Severability .............................................. 96 10.17. Headings .................................................. 96 10.18. Time of the Essence ....................................... 96 10.19. GOVERNING LAW ............................................. 96 10.20. WAIVERS OF JURY TRIAL ..................................... 97 10.21. Submission To Jurisdiction; Waivers ....................... 97 10.22. Borrowers' Obligations .................................... 97 10.23. Confidentiality ........................................... 101 10.24. The Lead Arranger and the Syndication Agent ............... 102 10.25. Release of Collateral and Guarantee Obligations ........... 102 10.26. Delivery of Lender Addenda ................................ 102 {/TABLE} -iii- {PAGE} EXHIBITS FORM OF A Request for Extension of Credit B Compliance Certificate C Note D Notice of Assignment and Acceptance E [Intentionally omitted] F Opinion of Counsel G Borrowers Pledge Agreement H-1 Guaranty (Casden Guarantors) H-2 Guaranty (REIT and Non-Casden Guarantors) I Intra-Company Loan Subordination Agreement J Intercreditor Agreement K Lender Addendum SCHEDULES 1.01A Construction/Renovation Properties 1.01B GP Loans 1.01C Guarantors 1.01D Management Entities 1.01E Collateral 1.01F Ratings 5.03A Transfer Restrictions in Organization Documents 5.03B Transfer Restrictions in Contractual Obligations 5.05 Litigation 5.08 Taxes 5.10 ERISA Compliance 5.13 Environmental Compliance 5.16 Organizational Chart 7.01(d) Existing Recourse Indebtedness 7.01(i) Other Existing Indebtedness 7.01(k) Existing Bond Indebtedness 7.01(m) Existing Cross-Collateralized and Cross-Defaulted Indebtedness 10.02 Addresses for Notices -iv- {PAGE} INTERIM CREDIT AGREEMENT This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") (collectively, REIT, AIMCO and NHP Management are defined as "Borrowers"), each lender from time to time party hereto (collectively, "Lenders" and individually, a "Lender"), and LEHMAN COMMERCIAL PAPER INC. ("LCPI"), as Administrative Agent ("Administrative Agent"), and as a Lender and Syndication Agent. RECITALS WHEREAS, the REIT and the other Persons party thereto have entered into the Merger Agreement (as hereinafter defined) pursuant to which, among other things, (i) Casden Properties Inc. will be merged with and into the REIT or into a wholly owned subsidiary of the REIT, (ii) Borrowers will acquire all of the outstanding capital Stock of National Partnership Investments Corp. and (iii) a subsidiary of Borrowers will acquire a 20% membership interest in a limited liability company expected to be called Casden Properties LLC (collectively, along with the other transactions contemplated by the Merger Agreement, the "Transaction"); and WHEREAS, the Lenders have agreed to provide a term loan facility of up to $287,000,000 to Borrowers to (i) finance the Transaction, (ii) fund initial capital expenditures relating to the Transaction, (iii) pay related fees and expenses, (iv) fund certain loan advances for the development of the Park La Brea and Westwood Village properties and (v) fund other working capital purposes; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION I. DEFINITIONS AND ACCOUNTING TERMS 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000, by and among the REIT, AIMCO, NHP Management Company and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as sellers, together with any amendments or modifications thereto approved by Administrative Agent in writing. "Adjusted Fixed Charges" means, for any period, the sum of (i) Total Interest Expense for such period, plus (ii) Total Scheduled Amortization for such period (including Scheduled Amortization for Borrowers, Guarantors and their respective Subsidiaries made pursuant to the Loan Documents for such period), plus (iii) dividends accrued (whether or not {PAGE} 2 declared or payable) on the preferred Stock and/or preferred Partnership Units of the Borrowers or any of their Subsidiaries during such period. For purposes of determining Scheduled Amortization under the Loan Documents for the calculation of Adjusted Fixed Charges for any period, that certain $97,000,000 principal amortization installment required to be paid under the Loan Documents on or before March __, 2003 shall be deemed to have been paid in equal quarterly installments during each of the fiscal quarters ending June 30, 2002, September 30, 2002, December 31, 2002 and March 31, 2003, and that certain $97,000,000 principal amortization installment required to be paid under the Loan Documents on or before March ___, 2004 shall be deemed to have been paid in equal quarterly installments during each of the fiscal quarters ending June 30, 2003, September 30, 2003, December 31, 2003 and March 31, 2004. "Adjusted Fixed Charges Coverage Ratio" means, as of any date of determination, the ratio of (a) Adjusted Total Corporate EBITDA for the four fiscal quarter period ending on such date to (b) Adjusted Fixed Charges during such period. "Adjusted Total Corporate EBITDA" means, for any period, the Total Corporate EBITDA for such period minus the Capital Expenditure Reserve as of the last day of such period. "Adjusted Total NOI" means, for any period, Borrowers', the Guarantors' and their respective Affiliates' pro-rata share of Net Operating Income, including the Borrowers', Guarantors' and their respective Affiliates' pro-rata share of Net Operating Income from unconsolidated Persons, less the Capital Expenditure Reserve as of the last day of such period. "Administrative Agent" means Lehman Commercial Paper Inc., in its capacity as Administrative Agent under any of the Loan Documents, or any successor administrative agent. "Administrative Agent's Office" means Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Administrative Agent hereafter may designate by written notice to Borrowers and Lenders. "Administrative Agent-Related Persons" means Administrative Agent (including any successor agent), together with its Affiliates (including, in the case of Administrative Agent, Lehman Brothers Inc.), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Affiliate", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Agreement" means this Interim Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "AIMCO" is defined in the preamble. 265489	Aimco Properties Aimco Properties, LP As referenced in this Interim Credit Agreement: AIMCO PROPERTIES, L.P. – txt {DESCRIPTION}EX-10.32 INTERIM CREDIT AGREEMENT (LEHMAN) {TEXT} {PAGE} EXHIBIT 10.32 INTERIM CREDIT AGREEMENT AMONG APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO PROPERTIES, L.P. AND NHP MANAGEMENT COMPANY, AS BORROWERS, LEHMAN COMMERCIAL PAPER INC. AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC., AS SYNDICATION AGENT AND THE _____________ AIMCO PROPERTIES, L.P., – CREDIT AGREEMENT ("Agreement") is entered into as of March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") (collectively, REIT, AIMCO and NHP Management _____________ AIMCO PROPERTIES, L.P. – duly executed as of the date first above written. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PETER K. KOMPANIEZ ------------------------------------------ Peter K. Kompaniez President AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ------------------------------------------ Peter K. Kompaniez President NHP MANAGEMENT COMPANY, _____________ dt 194041 ; AIMCO Apartment Investment & Management Co. As referenced in this Interim Credit Agreement: APARTMENT INVESTMENT AND MANAGEMENT – SEQUENCE}7 {FILENAME}d94548ex10-32.txt {DESCRIPTION}EX-10.32 INTERIM CREDIT AGREEMENT (LEHMAN) {TEXT} {PAGE} EXHIBIT 10.32 INTERIM CREDIT AGREEMENT AMONG APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO PROPERTIES, L.P. AND NHP MANAGEMENT COMPANY, AS BORROWERS, LEHMAN COMMERCIAL PAPER INC. AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC., AS _____________ APARTMENT INVESTMENT AND MANAGEMENT – for Notices -iv- {PAGE} INTERIM CREDIT AGREEMENT This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia corporation (" _____________ Apartment Investment and Management – mechanism) any Indebtedness described in Sections 7.01(d), (e), (h) and (i). "Register" is defined in Section 10.04(c). "REIT" means Apartment Investment and Management Company, a Maryland corporation. "REIT Status" means, with respect to any Person, (a) the qualification of such Person as a real estate investment _____________ APARTMENT INVESTMENT AND MANAGEMENT – Agent. {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PETER K. KOMPANIEZ ------------------------------------------ Peter K. Kompaniez President AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., a Delaware corporation Its: General _____________ dt 152533 ; Casden Casden Properties Inc. ( Real Estate ) As referenced in this Interim Credit Agreement: Casden Properties – REIT and the other Persons party thereto have entered into the Merger Agreement (as hereinafter defined) pursuant to which, among other things, (i) Casden Properties Inc. will be merged with and into the REIT or into a wholly owned subsidiary of the REIT, (ii) Borrowers will acquire all _____________ Casden Properties – Investments Corp. and (iii) a subsidiary of Borrowers will acquire a 20% membership interest in a limited liability company expected to be called Casden Properties LLC (collectively, along with the other transactions contemplated by the Merger Agreement, the "Transaction"); and WHEREAS, the Lenders have agreed to provide a _____________ Casden Properties, – obligations under Capital Leases are required to be carried on the balance sheet of such Person in accordance with GAAP. "Casden" means, collectively, Casden Properties, Inc., National Partnership Investments Corp. and other Affiliates or related entities thereof in existence as of the date immediately prior to the _____________ Casden Properties – Borrowers with Bank of America, N.A., as from time to time designated by Borrowers by written notification to Administrative Agent. "DevCo" means Casden Properties LLC. "DevCo LLC Agreement" means the limited liability company agreement of DevCo. "Development Properties" means the Properties located in Park La Brea, Los _____________ Casden Properties – with the terms hereof. "Merger Agreement" means that certain Agreement and Plan of Merger dated as of December 3, 2001 among the REIT, Casden Properties Inc. and XYZ Holdings LLC in effect on the date hereof, including all documents executed in connection therewith or attached as exhibits thereto. " _____________ dt 230055 ;	NHP Management NHP Management Co. ( Miscellany ) ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Interim Credit Agreement: Federal National Mortgage Association – Indebtedness permitted under this Section 7.01; provided that "exceptions to non-recourse" shall include the types of additional exceptions customarily required by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation from time to time in its standard form loan documentation; (i) Indebtedness (other than any Indebtedness _____________ dt 161913 ; More...
Preview Full Doc	2000	Interim Credit Agreement Interim Credit Agreement (353K) Doc #275253: Click preview link for longer preview. INTERIM CREDIT AGREEMENT among AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., and NHP MANAGEMENT COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. as Syndication Agent FLEET NATIONAL BANK, as Documentation Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Dated as of September 20, 2000 and BANC OF AMERICA SECURITIES LLC AND LEHMAN BROTHERS INC. as Joint Lead Arrangers and Joint Book Managers -------------------------------------------------------------- {PAGE} 2 {TABLE} {S} {C} {C} SECTION 1. DEFINITIONS AND ACCOUNTING TERMS......................................................8 1.01 Defined Terms.........................................................................8 1.02 Use of Certain Terms.................................................................40 1.03 Accounting Terms.....................................................................40 1.04 Rounding.............................................................................40 1.05 Exhibits and Schedules...............................................................40 1.06 References to Agreements, Exhibits and Laws..........................................41 SECTION 2. THE COMMITMENTS AND EXTENSIONS OF CREDIT.............................................41 2.01 Committed Loans......................................................................41 2.02 Borrowings, Conversions and Continuations of Committed Loans.........................42 2.03 Prepayments; Mandatory Amortization; Additional Amortization.........................43 2.04 Reduction or Termination of Commitments..............................................44 2.05 Principal and Interest; Default Rate.................................................44 2.06 Fees.................................................................................45 2.07 Computation of Interest and Fees.....................................................45 2.08 Making Payments......................................................................45 2.09 Funding Sources......................................................................46 2.10 Collateral...........................................................................47 SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY...............................................47 3.01 Taxes................................................................................47 3.02 Illegality...........................................................................49 3.03 Inability to Determine Rates.........................................................49 3.04 Increased Cost and Reduced Return; Capital Adequacy..................................50 3.05 Breakfunding Costs...................................................................50 3.06 Matters Applicable to all Requests for Compensation..................................51 3.07 Survival.............................................................................51 SECTION 4. CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT.........................................51 4.01 Conditions of Initial Extension of Credit............................................51 {/TABLE} 2 {PAGE} 3 {TABLE} {S} {C} {C} 4.02 Conditions to all Extensions of Credit...............................................54 SECTION 5. REPRESENTATIONS AND WARRANTIES.......................................................55 5.01 Existence and Qualification; Power...................................................55 5.02 Power; Authorization; Enforceable Obligations........................................55 5.03 No Legal Bar.........................................................................56 5.04 Financial Statements; No Material Adverse Effect.....................................56 5.05 Litigation...........................................................................57 5.06 No Default...........................................................................57 5.07 Ownership of Property; Liens.........................................................57 5.08 Taxes................................................................................57 5.09 Margin Regulations; Investment Company Act; Public Utility Holding Company Act; REIT and Tax Status; Stock Exchange Listing.....................................58 5.10 ERISA Compliance.....................................................................58 5.11 Intangible Assets....................................................................60 5.12 Compliance With Laws.................................................................60 5.13 Environmental Compliance.............................................................60 5.14 Insurance............................................................................61 5.15 Omitted..............................................................................61 5.16 Subsidiaries; Interests in Other Entities; Changes in Organizational Structure.......61 5.17 Matters Relating to Pledged Collateral...............................................61 5.18 Disclosure...........................................................................63 SECTION 6. AFFIRMATIVE COVENANTS................................................................63 6.01 Financial Statements.................................................................63 6.02 Certificates, Notices and Other Information..........................................64 6.03 Payment Obligations..................................................................67 6.04 Preservation of Existence............................................................67 6.05 Maintenance of Properties............................................................67 6.06 Maintenance of Insurance.............................................................67 6.07 Compliance With Laws.................................................................68 {/TABLE} 3 {PAGE} 4 {TABLE} {S} {C} {C} 6.08 Inspection Rights....................................................................68 6.09 Keeping of Records and Books of Account..............................................68 6.10 Compliance with ERISA................................................................68 6.11 Compliance With Agreements...........................................................69 6.12 Use of Proceeds......................................................................69 6.13 Communication with Accountants.......................................................69 6.14 Maintenance of REIT Status; Stock Exchange Listing...................................69 6.15 Solvency.............................................................................69 6.16 Further Assurances...................................................................69 6.17 Unconsolidated Partnership Distributions.............................................70 SECTION 7. NEGATIVE COVENANTS...................................................................70 7.01 Indebtedness.........................................................................70 7.02 Liens and Negative Pledges...........................................................72 7.03 Fundamental Changes..................................................................73 7.04 Dispositions.........................................................................75 7.05 Investments..........................................................................76 7.06 Lease Obligations....................................................................76 7.07 Restricted Payments..................................................................77 7.08 ERISA................................................................................77 7.09 Change in Nature of Business.........................................................78 7.10 Transactions with Affiliates.........................................................78 7.11 Use of Proceeds......................................................................78 7.12 Transfers of Non-Owned Interests in the Management Entities..........................78 7.13 Limitations on Upstreaming...........................................................79 7.14 Financial Covenants..................................................................79 7.15 Change in Auditors...................................................................80 7.16 Special Covenants Relating to the REIT...............................................80 7.17 Taxation of Borrower.................................................................81 SECTION 8. EVENTS OF DEFAULT AND REMEDIES.......................................................81 8.01 Events of Default....................................................................81 {/TABLE} 4 {PAGE} 5 {TABLE} {S} {C} {C} 8.02 Remedies Upon Event of Default.......................................................85 SECTION 9. ADMINISTRATIVE AGENT.................................................................87 9.01 Appointment and Authorization of Administrative Agent................................87 9.02 Delegation of Duties.................................................................87 9.03 Liability of Administrative Agent....................................................87 9.04 Reliance by Administrative Agent.....................................................88 9.05 Notice of Default....................................................................88 9.06 Credit Decision; Disclosure of Information by Administrative Agent...................88 9.07 Indemnification of Administrative Agent..............................................89 9.08 Administrative Agent in Individual Capacity..........................................90 9.09 Successor Administrative Agent.......................................................90 SECTION 10. MISCELLANEOUS........................................................................90 10.01 Amendments; Consents.................................................................90 10.02 Transmission and Effectiveness of Notices and Signatures.............................92 10.03 Attorney Costs, Expenses and Taxes...................................................92 10.04 Binding Effect; Assignment...........................................................93 10.05 Set-Off..............................................................................95 10.06 Sharing of Payment...................................................................95 10.07 No Waiver; Cumulative Remedies.......................................................96 10.08 Usury................................................................................96 10.09 Counterparts.........................................................................96 10.10 Integration..........................................................................97 10.11 Nature of Lenders' Obligations.......................................................97 10.12 Survival of Representations and Warranties...........................................97 10.13 Indemnity by Borrower................................................................97 10.14 Nonliability of Lenders..............................................................98 10.15 No Third Parties Benefited...........................................................99 10.16 Severability.........................................................................99 10.17 Headings.............................................................................99 {/TABLE} 5 {PAGE} 6 {TABLE} {S} {C} {C} 10.18 Time of the Essence..................................................................99 10.19 Governing Law........................................................................99 10.20 Waiver of Right to Trial by Jury.....................................................99 10.21 Exclusive Jurisdiction..............................................................100 10.22 Notice of Claims; Claims Bar........................................................100 10.23 Co-Borrower Obligations.............................................................101 {/TABLE} 6 {PAGE} 7 {TABLE} {CAPTION} EXHIBITS {S} {C} FORM OF A Request for Extension of Credit B Compliance Certificate C Committed Loan Note D Notice of Assignment and Acceptance E [Intentionally omitted] F Opinion of Counsel G Borrower Pledge Agreement H-1-1 REIT Guaranty Document (REIT and Preferred Stock Subsidiaries-Oxford Guarantors)) H-1-2 REIT Guaranty Document (REIT and Preferred Stock Subsidiaries-Non-Oxford Guarantors) H-2-1 REIT Guaranty Document (Non-Preferred Stock Subsidiaries-Oxford Guarantors) H-2-2 REIT Guaranty Document (Non-Preferred Stock Subsidiaries-Non-Oxford Guarantors) I Intra-Company Subordination Agreement J Intercreditor Agreement {/TABLE} {TABLE} {CAPTION} SCHEDULES {S} {C} 1.01A GP Loans 1.01B Guarantors 1.01C Management Entities 1.01D Construction/Renovation Properties 1.01E Collateral 4.01(d) HUD Escrowed Oxford Assets 4.01(f) Oxford Pledged Collateral Liens 5.03-A Transfer Restrictions in Organization Documents 5.03-B Transfer Restrictions in Contractual Obligations 5.05 Litigation 5.08 Taxes 5.10 ERISA Compliance 5.13 Environmental Compliance 5.16 Organizational Chart 7.01(d) Existing Recourse Indebtedness 7.01(e) Existing Secured Indebtedness Subject To Pledge Restrictions 7.01(i) Other Existing Indebtedness 7.01(k) Existing Bond Indebtedness 7.01(m) Existing Cross-Collateralized and Cross-Defaulted Indebtedness 10.02 Offshore and Domestic Lending Offices, Addresses for Notices {/TABLE} 7 {PAGE} 8 INTERIM CREDIT AGREEMENT This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of September 20, 2000, by and among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/Bethesda"), and NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") (collectively, AIMCO, AIMCO/Bethesda, and NHP Management are defined as "Borrower"), each lender from time to time party hereto (collectively, "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A. ("Bank of America"), as Administrative Agent ("Administrative Agent"), LEHMAN COMMERCIAL PAPER INC. ("LCPI"), as a Lender and Syndication Agent and FLEET NATIONAL BANK, as a Lender and Documentation Agent. RECITAL WHEREAS, Borrower and the other Persons party thereto have entered into the Acquisition Agreement (as hereinafter defined) pursuant to which Borrower will acquire certain assets, rights and interests, including, without limitation, certain corporate interests, general and limited partnership interests, and other real and personal property assets of Oxford Holding Corporation, Oxford Realty Financial Group, Inc. and other related entities; and WHEREAS, the Lenders have agreed to provide a term loan facility of up to $302,000,000 to Borrower to (i) finance the acquisition of the Oxford (as hereinafter defined) entities and assets, (ii) fund fees and related costs associated with the acquisition of the Oxford assets and entities, and (iii) provide funds (excluding fees and related expenses) to finance the tender of certain limited partnership interests held by Oxford employees and institutional investors. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1.01 DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings set forth below: "AIMCO" is defined in the preamble. "AIMCO/Bethesda" is defined in the preamble. "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as sellers, together with any amendments or modifications thereto approved by Administrative Agent in writing. 8 {PAGE} 9 "Adjusted Total Corporate EBITDA" means, for any period, the Total Corporate EBITDA for such period minus the Capital Expenditure Reserve as of the last day of such period. "Adjusted Total NOI" means, for any period, Borrower's, the Guarantors' and their respective Affiliates' pro-rata share of Net Operating Income, including the Borrower's, Guarantors' and their respective Affiliates' pro-rata share of Net Operating Income from unconsolidated Persons, less the Capital Expenditure Reserve as of the last day of such period. "Administrative Agent" means Bank of America, in its capacity as Administrative agent under any of the Loan Documents, or any successor administrative agent. "Administrative Agent's Office" means Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Administrative Agent hereafter may designate by written notice to Borrower and Lenders. "Administrative Agent-Related Persons" means Administrative Agent (including any successor agent), together with its Affiliates (including, in the case of Administrative Agent, Banc of America Securities LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Affiliate", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Agreement" means this Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Allocation Letter" means a letter from Administrative Agent to each Lender setting forth such Lender's Pro Rata Share and its Commitment and certain fees payable thereto, as the same may be modified from time to time pursuant to this Agreement. "Ancillary Services" means real property asset management, accounting, ordering and inventory services and other property related services provided by AIMCO/NHP Holdings, Inc. and NHP A&R Services, Inc. and any other entities so designated by Borrower as a provider of Ancillary Services and acceptable to Administrative Agent in its reasonable discretion. "Applicable Margin" means, during the period from the Closing Date to the Maturity Date, the following amounts per annum: 9 {PAGE} 10 {TABLE} {CAPTION} ---------------------------------------------------------------------------------------------------------------------- APPLICABLE MARGIN (IN BASIS POINTS PER ANNUM) ---------------------------------------------------------------------------------------------------------------------- APPLICABLE PERIOD BASE RATE OFFSHORE RATE ---------------------------------------------------------------------------------------------------------------------- {S} {C} {C} Closing Date to and including 12 months 100 400 following the Closing Date ---------------------------------------------------------------------------------------------------------------------- 13 months following the Closing Date to and 150 450 including 18 months following the Closing Date ---------------------------------------------------------------------------------------------------------------------- 19 months following the Closing Date to and 200 500 including 24 months following the Closing Date ---------------------------------------------------------------------------------------------------------------------- {/TABLE} "Attorney Costs" means and includes all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel. "Audited Financial Statements" means the audited consolidated balance sheets of the REIT and Borrower, in each case for the fiscal year ended December 31, 1999, and the related consolidated statements of income and cash flows for such fiscal year of the REIT and Borrower. "Bank of America" means Bank of America, N.A. "Base Rate" means a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate" in effect at its principal office in Charlotte, North Carolina. The prime rate is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the "prime rate" announced by Bank of America shall take effect at the opening of business on the day specific in the public announcement of such change. "Base Rate Loan" means a Loan which bears interest based on the Base 275253	Aimco Properties Aimco Properties, LP As referenced in this Interim Credit Agreement: AIMCO PROPERTIES, L.P., – FILENAME}d80506ex99-d.txt {DESCRIPTION}INTERIM CREDIT AGREEMENT DATED 9/20/00 {TEXT} {PAGE} 1 EXHIBIT (d) EXECUTION COPY -------------------------------------------------------------- INTERIM CREDIT AGREEMENT among AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., and NHP MANAGEMENT COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. _____________ AIMCO PROPERTIES, L.P., – TABLE} 7 {PAGE} 8 INTERIM CREDIT AGREEMENT This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of September 20, 2000, by and among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/Bethesda"), and NHP MANAGEMENT COMPANY, a District of Columbia _____________ AIMCO Properties, L.P., – the preamble. "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. _____________ AIMCO PROPERTIES, L.P. – PAGE} 103 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: -------------------------------- Peter K. Kompaniez President AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation _____________ dt 194372 ; AIMCO Apartment Investment & Management Co. As referenced in this Interim Credit Agreement: Apartment Investment and Management – AIMCO/Bethesda" is defined in the preamble. "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert _____________ Apartment Investment and Management – extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness described in Sections 7.01 (d), (e), (h) and (i). "REIT" means Apartment Investment and Management Company, a Maryland corporation. 33 {PAGE} 34 "REIT Guaranty Documents" means a guaranty of the Obligations, in the form of Exhibit H-1- _____________ dt 189163 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Interim Credit Agreement: Federal National Mortgage Association – Indebtedness permitted under this Section 7.01; provided that "exceptions to non-recourse" shall include the types of additional exceptions customarily required by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation from time to time in its standard form loan documentation; (i) Indebtedness (other than any Indebtedness _____________ dt 190895 ;	ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Interim Credit Agreement: International Swaps and Derivatives Association – the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., or any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise _____________ dt 189740 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Interim Credit Agreement: BANC OF AMERICA SECURITIES LLC – as Syndication Agent FLEET NATIONAL BANK, as Documentation Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Dated as of September 20, 2000 and BANC OF AMERICA SECURITIES LLC AND LEHMAN BROTHERS INC. as Joint Lead Arrangers and Joint Book Managers -------------------------------------------------------------- {PAGE} 2 {TABLE} {S} {C} {C} SECTION 1. DEFINITIONS AND _____________ Banc of America Securities LLC – Lenders. "Administrative Agent-Related Persons" means Administrative Agent (including any successor agent), together with its Affiliates (including, in the case of Administrative Agent, Banc of America Securities LLC ), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Affiliate", as applied to any Person, means _____________ Banc of America Securities LLC – without adjustment for subsequent increases or decreases in the value of such Investment. "IRS" means the Internal Revenue Service. "Joint Lead Arrangers" means Banc of America Securities LLC and Lehman Brothers Inc., in their capacity as joint lead arrangers hereunder. "Knowledge of Borrower" means the actual knowledge (after reasonable inquiry) _____________ dt 193961 ; More...
Preview Full Doc	2000	Interim Credit Agreement Interim Credit Agreement (354K) Doc #1681297: Click preview link for longer preview. INTERIM CREDIT AGREEMENT among AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., and NHP MANAGEMENT COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. as Syndication Agent . . . 1681297	Aimco Properties Aimco Properties, LP As referenced in this Interim Credit Agreement: AIMCO PROPERTIES, L.P. – FILENAME>d80506ex99-d.txt <DESCRIPTION>INTERIM CREDIT AGREEMENT DATED 9/20/00 <TEXT> <PAGE> 1 EXHIBIT (d) EXECUTION COPY -------------------------------------------------------------- INTERIM CREDIT AGREEMENT among AIMCO PROPERTIES, L.P. , AIMCO/BETHESDA HOLDINGS, INC., and NHP MANAGEMENT COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. as Syndication Agent FLEET NATIONAL BANK, as _____________ AIMCO PROPERTIES, L.P. – Addresses for Notices </TABLE> 7 <PAGE> 8 INTERIM CREDIT AGREEMENT This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of September 20, 2000, by and among AIMCO PROPERTIES, L.P. , a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/Bethesda"), and NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP Management") (collectively, AIMCO, AIMCO/Bethesda, _____________ AIMCO Properties, L.P. – the preamble. "AIMCO/Bethesda" is defined in the preamble. "Acquisition Agreement" means that certain Acquisition Agreement dated as of June 28, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P. , NHP Management Company and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. _____________ AIMCO PROPERTIES, L.P. – page intentionally left blank] 102 <PAGE> 103 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: -------------------------------- Peter K. Kompaniez President AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation By: -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT _____________ dt 1536532 ; Oxford Tax Exempt Fund II Ltd Partnership Oxford Tax Exempt Fund II Ltd Partnership ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Interim Credit Agreement: Federal National Mortgage Association – this Section 7.01 or of other Indebtedness permitted under this Section 7.01; provided that "exceptions to non-recourse" shall include the types of additional exceptions customarily required by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation from time to time in its standard form loan documentation; (i) Indebtedness (other than any Indebtedness otherwise permitted under clauses (a) through (h) _____________ dt 1438950 ;	ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Interim Credit Agreement: International Swaps and Derivatives Association – and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., or any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, _____________ dt 1602901 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Interim Credit Agreement: BANC OF AMERICA SECURITIES LLC – as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. as Syndication Agent FLEET NATIONAL BANK, as Documentation Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Dated as of September 20, 2000 and BANC OF AMERICA SECURITIES LLC AND LEHMAN BROTHERS INC. as Joint Lead Arrangers and Joint Book Managers -------------------------------------------------------------- <PAGE> 2 <TABLE> <S> <C> <C> SECTION _____________ Banc of America Securities LLC – designate by written notice to Borrower and Lenders. "Administrative Agent-Related Persons" means Administrative Agent (including any successor agent), together with its Affiliates (including, in the case of Administrative Agent, Banc of America Securities LLC ), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Affiliate", as applied to any Person, means any other Person directly or indirectly controlling, _____________ Banc of America Securities LLC – liquidation 23 <PAGE> 24 thereof), without adjustment for subsequent increases or decreases in the value of such Investment. "IRS" means the Internal Revenue Service. "Joint Lead Arrangers" means Banc of America Securities LLC and Lehman Brothers Inc., in their capacity as joint lead arrangers hereunder. "Knowledge of Borrower" means the actual knowledge (after reasonable inquiry) of any of the officers of Borrower _____________ dt 1357964 ; More...
Preview Full Doc	2005	Letter of Transmittal Letter of Transmittal (61K) Doc #1176240: Click preview link for longer preview. <DESCRIPTION>LETTER OF TRANSMITTAL <TEXT> <PAGE> (AIMCO) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN NATIONAL PROPERTY INVESTORS III (THE "PARTNERSHIP") PURSUANT TO AN OFFER TO PURCHASE DATED FEBRUARY 16, 2005 BY . . . 1176240	Aimco Properties Aimco Properties, LP
Preview Full Doc	2004	Letter of Transmittal Letter of Transmittal (59K) Doc #1176266: Click preview link for longer preview. <DESCRIPTION>LETTER OF TRANSMITTAL <TEXT> <PAGE> (AIMCO) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (THE "PARTNERSHIP") PURSUANT TO A LITIGATION SETTLEMENT OFFER DATED DECEMBER 14, 2004 BY . . . 1176266	Aimco Properties Aimco Properties, LP
Preview Full Doc	2004	Letter of Transmittal Letter of Transmittal (59K) Doc #1176285: Click preview link for longer preview. <DESCRIPTION>LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS <TEXT> <PAGE> (AIMCO) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (THE "PARTNERSHIP") PURSUANT TO A LITIGATION SETTLEMENT OFFER DATED NOVEMBER 8, 2004 . . . 1176285	Aimco Properties Aimco Properties, LP
Preview Full Doc	2004	Letter of Transmittal Letter of Transmittal (59K) Doc #1176294: Click preview link for longer preview. <DESCRIPTION>LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS <TEXT> <PAGE> (AIMCO) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN NATIONAL PROPERTY INVESTORS 4 (THE "PARTNERSHIP") PURSUANT TO A LITIGATION SETTLEMENT OFFER DATED NOVEMBER 5, 2004 BY . . . 1176294	Aimco Properties Aimco Properties, LP
Preview Full Doc	2004	Letter of Transmittal Letter of Transmittal (59K) Doc #1176301: Click preview link for longer preview. <DESCRIPTION>LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS <TEXT> <PAGE> (AIMCO) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN ANGELES PARTNERS XI (THE "PARTNERSHIP") PURSUANT TO A LITIGATION SETTLEMENT OFFER DATED NOVEMBER 4, 2004 BY . . . 1176301	Aimco Properties Aimco Properties, LP
Preview Full Doc	2004	Litigation Settlement Offer Litigation Settlement Offer (339K) Doc #274967: Click preview link for longer preview. LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. FOR $4,106.18 PER UNIT IN CASH This Litigation Settlement Offer is being made as part of a COURT APPROVED SETTLEMENT of class and derivative litigation brought on behalf of limited partners in your partnership and others. FINAL COURT APPROVAL OF THE SETTLEMENT, WHICH REQUIRES THE MAKING OF THIS LITIGATION SETTLEMENT OFFER AS A CONDITION OF SETTLEMENT, HAS BEEN OBTAINED. On August 12, 2003, an objector filed an appeal of the court's order approving the settlement and is seeking to reverse or vacate the Court's order and the judgment entered thereto. Although we reserve our right to terminate or amend our offer if final court approval of the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc., as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your partnership, attached as Annex II. A complete copy of the appraiser's report will be provided to you free of charge upon request. THE SETTLEMENT ALSO INCLUDES THE CREATION OF A $9.9 MILLION SETTLEMENT FUND FOR MEMBERS OF THE SETTLEMENT CLASS. AFTER DEDUCTING ATTORNEYS' FEES AND OTHER SETTLEMENT COSTS (INCLUDING A PORTION OF THE COSTS OF THE APPRAISALS AND CERTAIN COSTS OF ADMINISTRATION OF THE SETTLEMENT FUND), WE HAVE ALLOCATED THE REMAINING AMOUNT IN THE SETTLEMENT FUND AMONG THE 44 REMAINING PARTNERSHIPS INVOLVED IN THE SETTLEMENT, PRO RATA BASED ON PARTNERSHIP REVENUE FOR THE YEAR ENDED DECEMBER 31, 2002 ALLOCABLE TO UNITS HELD BY THE MEMBERS OF THE SETTLEMENT CLASS. YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IS $203.23, WHICH IS INCLUDED IN OUR OFFER PRICE ABOVE FOR THOSE WHO TENDER. Upon the terms and subject to the conditions set forth herein, we will accept any and all units validly tendered in response to our offer. You will not pay any partnership transfer fees if you tender your units pursuant to this offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer. Our offer and your withdrawal rights will expire at midnight, New York City time, on July 13, 2004, unless we extend the deadline. Neither the court nor counsel for the parties in the class and derivative litigation make any recommendation regarding whether you should accept this Litigation Settlement Offer. You are encouraged to carefully review this Litigation Settlement Offer, the executive summary of the independent appraiser's report (attached as Annex II) and any other information available to you and to seek advice from your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this Litigation Settlement Offer. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS LITIGATION SETTLEMENT OFFER FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: - If you want to tender your units in the offer, you must sign a letter of transmittal in which you release us from all liability with respect to claims that were brought or that could have been brought in the class and derivative litigation, and assign to us your rights in any future claims. If you requested exclusion from the settlement but tender your units, by signing the letter of transmittal, you will release us from any claims that you would otherwise have preserved by requesting exclusion from the settlement class. If you did not request exclusion, you will release any known or unknown claims arising out of the class and derivative litigation if the judgment approving the settlement is affirmed on appeal. By executing the (Continued on next page) If you decide to accept our offer, you must complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Litigation Settlement Offer. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS LITIGATION SETTLEMENT OFFER, THE LETTER OF TRANSMITTAL OR FOR A COMPLETE COPY OF AN APPRAISAL OF ANY OF YOUR PARTNERSHIP'S PROPERTIES MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (800) 467-0821. June 14, 2004 {PAGE} (Continued from prior page) enclosed letter of transmittal, moreover, you will release those claims even if the judgment is reversed or otherwise vacated on appeal. - We determined our offer price without any arms-length negotiations, and independently of the recent appraisals of your partnership's property (an executive summary of each of which is attached as Annex II). Accordingly, our offer price may not reflect the fair market value of your units. In addition, the determination of our offer price has not been approved by the court or counsel for the parties in the class and derivative litigation. - Upon a liquidation of your partnership, if the properties were sold at a price equal to the value determined by the independent appraiser, we estimate that your liquidation proceeds would be approximately $9,066.27 per unit, which is higher than our offer price of $4,106.18 per unit. In order to understand the assumptions and methodology used to determine the liquidation amount, please refer to "The Litigation Settlement Offer -- Section 8. Valuation of Units -- Estimated Liquidation Proceeds Based on Independent Appraisal." - Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our offer. - We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. - Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated. - If we do not acquire all of the outstanding units in your partnership, it is possible that we may conduct a future offer at a higher price, although we have no obligation or current intention to do so. - For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. - The general partner makes no recommendation as to whether you should tender your units. NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THIS LITIGATION SETTLEMENT OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THIS LITIGATION SETTLEMENT OFFER, THE EXECUTIVE SUMMARY OF THE INDEPENDENT APPRAISER'S REPORT AND ANY OTHER INFORMATION AVAILABLE TO YOU AND TO SEEK THE ADVICE OF YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR FINANCIAL ADVISOR WITH RESPECT TO YOUR PARTICULAR CIRCUMSTANCES BEFORE DECIDING WHETHER OR NOT TO ACCEPT THIS LITIGATION SETTLEMENT OFFER. THIS LITIGATION SETTLEMENT OFFER IS BEING OFFERED TO ALL CURRENT UNITHOLDERS WHETHER OR NOT THEY HAVE REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS. IF YOU REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS BUT TENDER YOUR UNITS, BY SIGNING THE LETTER OF TRANSMITTAL, YOU WILL RELEASE US FROM CLAIMS THAT YOU WOULD OTHERWISE HAVE PRESERVED BY REQUESTING EXCLUSION. IF YOU DID NOT REQUEST EXCLUSION, YOU WILL RELEASE ANY KNOWN OR UNKNOWN CLAIMS ARISING OUT OF THE CLASS AND DERIVATIVE LITIGATION IF THE JUDGMENT APPROVING THE SETTLEMENT IS AFFIRMED ON APPEAL. BY EXECUTING THE ENCLOSED LETTER OF TRANSMITTAL, MOREOVER, YOU WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC. {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook Avenue Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 {/Table} For information, please call: TOLL FREE: (800) 467-0821 274967	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – {DOCUMENT} {TYPE}EX-99.(A)(1) {SEQUENCE}2 {FILENAME}d16091exv99wxayx1y.txt {DESCRIPTION}OFFER TO PURCHASE {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. FOR $4,106.18 _____________ AIMCO Properties, L.P. – complete discussion may be found. Unless otherwise indicated, references in this Litigation Settlement Offer to "we", "our", "us" or "AIMCO Properties" refers to AIMCO Properties, L.P. - The Litigation Settlement Offer. As part of the settlement of a class and derivative litigation entitled Nuanes et al. v. Insignia Financial _____________ AIMCO Properties, L.P., – Form 10-QSB containing unaudited financial statements. See "The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section _____________ AIMCO Properties, L.P. – reinsurers, officers, directors, employees, agents, administrators, auditors, attorneys, accountants, information and solicitation agents, investment bankers, and other representatives, including but not limited to AIMCO Properties, L.P. (collectively, the "Releasees"), from any and all claims and causes of action, whether brought individually, on behalf of a class, or derivatively, _____________ AIMCO Properties, L.P. – and net book value ($(3,821,000) as of March 31, 2004) will increase to 100%. AIMCO-GP owns a 1% interest in AIMCO Properties, L.P. and AIMCO, through its subsidiaries, owns an 89% interest in AIMCO Properties. 19 {PAGE} Distributions to Us. If we acquire units in the _____________ dt 194125 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: Altman Group, Inc – transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc ., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover _____________ ALTMAN GROUP, INC – WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook _____________ Altman Group, Inc – accompanying letter of transmittal and send it, along with any other documents required by the letter of transmittal, to the Information Agent, The Altman Group, Inc ., at one of the addresses set forth on the back of this Litigation Settlement Offer. See "The Litigation Settlement Offer -- Section 3. _____________ Altman Group, Inc – commissions to any broker, dealer or other person for soliciting tenders of units 58 {PAGE} pursuant to the offer. We have retained The Altman Group, Inc . to act as Information Agent in connection with our offer. The Information Agent may contact holders of units by mail, telephone, telex, _____________ ALTMAN GROUP, INC – or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: 1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook _____________ dt 194539 ; American American Appraisal Associates, Inc. As referenced in this Litigation Settlement Offer: American Appraisal Associates, Inc. – the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc. , as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your _____________ American Appraisal Associates, Inc. – liabilities. - Higher Per Unit Prices. In deciding whether or not accept our offer, you should consider the fact that, based on the recent valuation of your partnership's property by American Appraisal Associates, Inc. , we estimate that the net liquidation proceeds per unit would be approximately $9,066.27, which is higher than our offer price of $4,106.18. In addition, in _____________ American Appraisal Associates, Inc. – A N/A {/Table} ESTIMATED LIQUIDATION PROCEEDS BASED ON INDEPENDENT APPRAISAL Selection and Qualifications of Independent Appraiser. Under the terms of the settlement, your partnership's property was appraised by American Appraisal Associates, Inc. ("AAA"), an independent appraiser appointed by the court. The information set forth below was provided to us by AAA with respect to its appraisals. AAA is an experienced independent _____________ American Appraisal Associates, Inc. – Factors Not in Favor of Fairness Determination. In addition to the foregoing factors, the general partner considered the following countervailing factors: - the recent valuation of your partnership's property by American Appraisal Associates, Inc. , an independent appraiser appointed by the Court, which results in an estimate of net liquidation proceeds per unit of $9,066.27, which is higher than our offer price _____________ AMERICAN APPRAISAL ASSOCIATES, INC. – INDEPENDENT APPRAISER, AND NEITHER THE COURT, THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION NOR COUNSEL FOR SUCH PARTIES PARTICIPATED IN THE PREPARATION OF THE EXECUTIVE SUMMARY. II-1 {PAGE} AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 4 BIG WALNUT, COLUMBUS, OHIO EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION {TABLE} {S} {C} PROPERTY NAME: Big Walnut LOCATION: 5280 Gatehouse Drive Columbus, Ohio INTENDED USE _____________ dt 1443978 ;	American Land American Land Lease, Inc. ( Real Estate ) As referenced in this Litigation Settlement Offer: American Land Lease, – appointment of a chief operating officer, Mr. Considine will serve as President. Mr. Considine serves as Chairman of the Board of Directors of American Land Lease, Inc. (formerly Asset Investors Corporation and Commercial Asset Investors, Inc.), another public real estate investment trust. Mr. Considine devotes his time to _____________ American Land Lease, – trust. Mr. Considine devotes his time to his responsibilities at AIMCO and AIMCO-GP on a full-time basis, and the balance to American Land Lease, Inc. Peter K. Kompaniez........................ Mr. Kompaniez has been Vice Chairman of the Board and a director of AIMCO since July 1994 and _____________ American Land Lease, – General Partner from 1987 until November 1992. He is currently Co-Chairman of the Board, Co-Chief Executive Officer and a Director of American Land Lease, Inc. He also serves as a Director of Delphi Financial Group and its subsidiaries, Delphi International Ltd., Oracle Reinsurance Company and the _____________ dt 191479 ; AIMCO Apartment Investment & Management Co. As referenced in this Litigation Settlement Offer: Apartment Investment and Management – The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section 10. Information Concerning Us and Certain of Our Affiliates." - _____________ Apartment Investment and Management – Settlement Offer -- Section 12. Position of the General Partner of Your Partnership With Respect to the Offer." - Fairness of the Offer. Although we, Apartment Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. (collectively, the "AIMCO Entities") and your general partner have interests that may conflict with those the _____________ Apartment Investment and Management – General. We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"). AIMCO is a real estate investment trust that owns and manages multifamily apartment properties throughout the United States. _____________ Apartment Investment and Management – please call: TOLL FREE: (800) 467-0821 60 {PAGE} ANNEX I OFFICERS AND DIRECTORS The names and positions of the executive officers of Apartment Investment and Management Company ("AIMCO"); AIMCO-GP, Inc. ("AIMCO-GP") and ConCap Equities, Inc., the general partner of your partnership (the "General Partner") are set forth _____________ dt 189012 ; More...
Preview Full Doc	2004	Litigation Settlement Offer Litigation Settlement Offer (5K) Doc #274969: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.(A)(3) {SEQUENCE}4 {FILENAME}d16091exv99wxayx3y.txt {DESCRIPTION}LETTER TO LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 June 14, 2004 Dear Limited Partner: We are pleased to announce the COURT APPROVED SETTLEMENT of the class action and derivative litigation entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. and Dr. Warren Heller v. Insignia Financial Group, Inc., et al., which certain limited partners brought on their own behalf and on behalf of limited partners in partnerships formerly managed by Insignia Financial Group, Inc., including yours. The court approved settlement requires us to make the enclosed Litigation Settlement Offer. - Pursuant to that settlement, we are offering to acquire your units of limited partnership interest in Davidson Diversified Real Estate II, L.P. for $4,106.18 per unit in cash. - Under the terms of the settlement, which are more fully described in the enclosed materials and in the notice of settlement previously distributed to you, the court appointed American Appraisal Associates, Inc., as an independent appraiser, to appraise your partnership's property. An executive summary of the appraiser's report for each property owned by your partnership is attached as Annex II to the enclosed Litigation Settlement Offer. A complete copy of the appraiser's report(s) will be provided to you free of charge upon request. - The settlement also established a $9.9 million settlement fund for members of the settlement class. After deducting attorneys' fees and expenses and other settlement costs (including a portion of the costs of the appraisals and certain costs of administration of the settlement fund), we have allocated the remaining amount among the 44 settling partnerships on a pro rata basis. The amount allocated to your partnership on a per unit basis is $203.23, which is included in our offer price. This amount will be paid as part of the purchase price in this offer even if final court approval of the settlement is reversed or vacated. - You are entitled to participate in this offer whether or not you requested exclusion from the settlement class. If you wish to tender, you must execute the enclosed Letter of Transmittal. By executing the Letter of Transmittal, you will release any known or unknown claims arising out of the class and derivative litigation even if the settlement and judgment in the class and derivative litigation is subsequently reversed or otherwise vacated. - This Litigation Settlement Offer is not subject to any minimum number of units being tendered. - You will not be required to pay any partnership transfer fees in connection with any disposition of your units pursuant to our offer. If you desire to tender any of your units in response to our offer, you should complete and sign the enclosed letter of transmittal in accordance with the enclosed instructions and mail or deliver it and any other required documents to The Altman Group, Inc., which is acting as the Information Agent in connection with our offer, at the address set forth on the back cover of the enclosed Litigation Settlement Offer. {PAGE} The Litigation Settlement Offer will expire at midnight, New York City time, on July 13, 2004, unless extended. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer. On August 12, 2003, an objector filed an appeal of the court's order approving the settlement and is seeking to reverse or vacate the Court's order and the judgment entered thereto. Although we reserve our right to terminate or amend our offer if final court approval of the settlement is reversed or vacated before the expiration date, we have nevertheless elected to proceed with the offer under the terms of the settlement. NO RECOMMENDATION You must make your own decision whether or not to participate in our offer, based upon a number of factors, including your financial position, your need or desire for liquidity, other financial opportunities available to you, and your tax position and the tax consequences to you of selling your units. The general partner of your partnership, which is our affiliate, makes no recommendation as to whether you should tender or refrain from tendering your units. In addition, neither the court nor counsel for the parties in the class and derivative litigation make any recommendation regarding whether you should accept this Litigation Settlement Offer. You are encouraged to carefully review this Litigation Settlement Offer, the executive summary of the independent appraiser's report and any other information available to you and to seek advice from your independent lawyer, tax advisor and/or financial advisor before deciding whether or not to accept this Litigation Settlement Offer. If you have any questions or require further information, please call the Information Agent, toll free, at (800) 467-0821. Very truly yours, AIMCO PROPERTIES, L.P. {/TEXT} {/DOCUMENT} 274969	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – DOCUMENT} {TYPE}EX-99.(A)(3) {SEQUENCE}4 {FILENAME}d16091exv99wxayx3y.txt {DESCRIPTION}LETTER TO LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 June 14, 2004 Dear Limited _____________ AIMCO PROPERTIES, L.P. – If you have any questions or require further information, please call the Information Agent, toll free, at (800) 467-0821. Very truly yours, AIMCO PROPERTIES, L.P. {/TEXT} {/DOCUMENT} _____________ dt 194127 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: Altman Group, Inc – 4 {FILENAME}d16091exv99wxayx3y.txt {DESCRIPTION}LETTER TO LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc . 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 June 14, 2004 Dear Limited Partner: We are pleased to announce _____________ Altman Group, Inc – the enclosed letter of transmittal in accordance with the enclosed instructions and mail or deliver it and any other required documents to The Altman Group, Inc ., which is acting as the Information Agent in connection with our offer, at the address set forth on the back cover of _____________ dt 194540 ; American American Appraisal Associates, Inc. As referenced in this Litigation Settlement Offer: American Appraisal Associates, Inc. – in cash. - Under the terms of the settlement, which are more fully described in the enclosed materials and in the notice of settlement previously distributed to you, the court appointed American Appraisal Associates, Inc. , as an independent appraiser, to appraise your partnership's property. An executive summary of the appraiser's report for each property owned by your partnership is attached as Annex _____________ dt 1443979 ;	Rosalie Nuanes; Insignia Financial Group, Inc.; More...
Preview Full Doc	2004	Litigation Settlement Offer [Revised] Litigation Settlement Offer [Revised] (443K) Doc #274976: Click preview link for longer preview. REVISED LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES FOR $239.13 PER UNIT IN CASH This Litigation Settlement Offer is being made as part of a COURT APPROVED SETTLEMENT of class and derivative litigation brought on behalf of limited partners in your partnership and others. FINAL COURT APPROVAL OF THE SETTLEMENT, WHICH REQUIRES THE MAKING OF THIS LITIGATION SETTLEMENT OFFER AS A CONDITION OF SETTLEMENT, HAS BEEN OBTAINED. On August 12, 2003, an objector filed an appeal of the court's order approving the settlement and is seeking to reverse or vacate the Court's order and the judgment entered thereto. Although we reserve our right to terminate or amend our offer if final court approval of the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc., as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your partnership, attached as Annex II. A complete copy of the appraiser's report will be provided to you free of charge upon request. THE SETTLEMENT ALSO INCLUDES THE CREATION OF A $9.9 MILLION SETTLEMENT FUND FOR MEMBERS OF THE SETTLEMENT CLASS. AFTER DEDUCTING ATTORNEYS' FEES AND OTHER SETTLEMENT COSTS (INCLUDING A PORTION OF THE COSTS OF THE APPRAISALS AND CERTAIN COSTS OF ADMINISTRATION OF THE SETTLEMENT FUND), WE HAVE ALLOCATED THE REMAINING AMOUNT IN THE SETTLEMENT FUND AMONG THE 44 REMAINING PARTNERSHIPS INVOLVED IN THE SETTLEMENT, PRO RATA BASED ON PARTNERSHIP REVENUE FOR THE YEAR ENDED DECEMBER 31, 2002 ALLOCABLE TO UNITS HELD BY THE MEMBERS OF THE SETTLEMENT CLASS. YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IS $4.72, WHICH IS INCLUDED IN OUR OFFER PRICE ABOVE FOR THOSE WHO TENDER. Upon the terms and subject to the conditions set forth herein, we will accept any and all units validly tendered in response to our offer. You will not pay any partnership transfer fees if you tender your units pursuant to this offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer. Our offer and your withdrawal rights will expire at midnight, New York City time, on May 14, 2004, unless we extend the deadline. Neither the court nor counsel for the parties in the class and derivative litigation make any recommendation regarding whether you should accept this Litigation Settlement Offer. You are encouraged to carefully review this Litigation Settlement Offer, the executive summary of the independent appraiser's report (attached as Annex II) and any other information available to you and to seek advice from your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this Litigation Settlement Offer. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS LITIGATION SETTLEMENT OFFER FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: - If you want to tender your units in the offer, you must sign a letter of transmittal in which you release us from all liability with respect to claims that were brought or that could have been brought in the class and derivative litigation, and assign to us your rights in any future claims. If you requested exclusion from the settlement but tender your units, by signing the letter of transmittal, you will release us from (Continued on next page) If you decide to accept our offer, you must complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Litigation Settlement Offer. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS LITIGATION SETTLEMENT OFFER, THE LETTER OF TRANSMITTAL OR FOR A COMPLETE COPY OF AN APPRAISAL OF ANY OF YOUR PARTNERSHIP'S PROPERTIES MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (800) 467-0821. April 30, 2004 {PAGE} (Continued from prior page) any claims that you would otherwise have preserved by requesting exclusion from the settlement class. If you did not request exclusion, you will release any known or unknown claims arising out of the class and derivative litigation if the judgment approving the settlement is affirmed on appeal. By executing the enclosed letter of transmittal, moreover, you will release those claims even if the judgment is reversed or otherwise vacated on appeal. - We determined our offer price without any arms-length negotiations, and independently of the recent appraisals of your partnership's property (an executive summary of each of which is attached as Annex II). Accordingly, our offer price may not reflect the fair market value of your units. In addition, the determination of our offer price has not been approved by the court or counsel for the parties in the class and derivative litigation. - Upon a liquidation of your partnership, if the properties were sold at a price equal to the value determined by the independent appraiser, we estimate that your liquidation proceeds would be approximately $343.92 per unit, which is higher than our offer price of $239.13 per unit. In order to understand the assumptions and methodology used to determine the liquidation amount, please refer to "The Litigation Settlement Offer -- Section 8. Valuation of Units -- Estimated Liquidation Proceeds Based on Independent Appraisal." - Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our offer. - We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. - Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated. - If we do not acquire all of the outstanding units in your partnership, it is possible that we may conduct a future offer at a higher price, although we have no obligation or current intention to do so. - For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. - The general partner makes no recommendation as to whether you should tender your units. NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THIS LITIGATION SETTLEMENT OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THIS LITIGATION SETTLEMENT OFFER, THE EXECUTIVE SUMMARY OF THE INDEPENDENT APPRAISER'S REPORT AND ANY OTHER INFORMATION AVAILABLE TO YOU AND TO SEEK THE ADVICE OF YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR FINANCIAL ADVISOR WITH RESPECT TO YOUR PARTICULAR CIRCUMSTANCES BEFORE DECIDING WHETHER OR NOT TO ACCEPT THIS LITIGATION SETTLEMENT OFFER. THIS LITIGATION SETTLEMENT OFFER IS BEING OFFERED TO ALL CURRENT UNITHOLDERS WHETHER OR NOT THEY HAVE REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS. IF YOU REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS BUT TENDER YOUR UNITS, BY SIGNING THE LETTER OF TRANSMITTAL, YOU WILL RELEASE US FROM CLAIMS THAT YOU WOULD OTHERWISE HAVE PRESERVED BY REQUESTING EXCLUSION. IF YOU DID NOT REQUEST EXCLUSION, YOU WILL RELEASE ANY KNOWN OR UNKNOWN CLAIMS ARISING OUT OF THE CLASS AND DERIVATIVE LITIGATION IF THE JUDGMENT APPROVING THE SETTLEMENT IS AFFIRMED ON APPEAL. BY EXECUTING THE ENCLOSED LETTER OF TRANSMITTAL, MOREOVER, YOU WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: 274976	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer [Revised]: AIMCO PROPERTIES, L.P. – TYPE}EX-99.(A)(7) {SEQUENCE}2 {FILENAME}d14618a3exv99wxayx7y.txt {DESCRIPTION}REVISED LITIGATION SETTLEMENT OFFER {TEXT} {PAGE} REVISED LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES FOR $239.13 PER UNIT IN CASH _____________ AIMCO Properties, L.P. – complete discussion may be found. Unless otherwise indicated, references in this Litigation Settlement Offer to "we", "our", "us" or "AIMCO Properties" refers to AIMCO Properties, L.P. - The Litigation Settlement Offer. As part of the settlement of a class and derivative litigation entitled Nuanes et al. v. Insignia Financial _____________ AIMCO Properties, L.P., – Form 10-Q containing unaudited financial statements. See "The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section _____________ AIMCO Properties, L.P. – reinsurers, officers, directors, employees, agents, administrators, auditors, attorneys, accountants, information and solicitation agents, investment bankers, and other representatives, including but not limited to AIMCO Properties, L.P. (collectively, the "Releasees"), from any and all claims and causes of action, whether brought individually, on behalf of a class, or derivatively, _____________ AIMCO Properties, L.P. – and net book value ($26,582,000 as of December 31, 2003) will increase to 100%. AIMCO-GP owns a 1% interest in AIMCO Properties, L.P. and AIMCO, through its subsidiaries, owns an 89% interest in AIMCO Properties. Distributions to Us. If we acquire units in the offer, we _____________ dt 194131 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer [Revised]: Altman Group, Inc – transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc ., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover _____________ ALTMAN GROUP, INC – WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook _____________ Altman Group, Inc – accompanying letter of transmittal and send it, along with any other documents required by the letter of transmittal, to the Information Agent, The Altman Group, Inc ., at one of the addresses set forth on the back of this Litigation Settlement Offer. See "The Litigation Settlement Offer -- Section 3. _____________ Altman Group, Inc – fees or commissions to any broker, dealer or other person for soliciting tenders of units pursuant to the offer. We have retained The Altman Group, Inc . to act as Information Agent in connection with our offer. The Information Agent may contact holders of units by mail, telephone, telex, _____________ ALTMAN GROUP, INC – or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: 1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook _____________ dt 194541 ; American American Appraisal Associates, Inc. As referenced in this Litigation Settlement Offer [Revised]: American Appraisal Associates, Inc. – the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc. , as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your _____________ American Appraisal Associates, Inc. – liabilities. - Higher Per Unit Prices. In deciding whether or not accept our offer, you should consider the fact that, based on the recent valuation of your partnership's property by American Appraisal Associates, Inc. , we estimate that the net liquidation proceeds per unit would be approximately $343.92, which is higher than our offer price of $239.13. In addition, in a prior _____________ American Appraisal Associates, Inc. – 32 {/Table} 23 {PAGE} ESTIMATED LIQUIDATION PROCEEDS BASED ON INDEPENDENT APPRAISAL Selection and Qualifications of Independent Appraiser. Under the terms of the settlement, your partnership's property was appraised by American Appraisal Associates, Inc. ("AAA"), an independent appraiser appointed by the court. The information set forth below was provided to us by AAA with respect to its appraisals. AAA is an experienced independent _____________ American Appraisal Associates, Inc. – Factors Not in Favor of Fairness Determination. In addition to the foregoing factors, the general partner considered the following countervailing factors: - the recent valuation of your partnership's property by American Appraisal Associates, Inc. , an independent appraiser appointed by the Court, which results in an estimate of net liquidation proceeds per unit of $343.92, which is higher than our offer price of $ _____________ AMERICAN APPRAISAL ASSOCIATES, INC. – INDEPENDENT APPRAISER, AND NEITHER THE COURT, THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION NOR COUNSEL FOR SUCH PARTIES PARTICIPATED IN THE PREPARATION OF THE EXECUTIVE SUMMARY. II-1 {PAGE} AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 4 THE DUNES APARTMENT HOMES, INDIAN HARBOUR BEACH, FLORIDA EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION PROPERTY NAME: The Dunes Apartment Homes LOCATION: 201 Harbour City Parkway _____________ dt 1443983 ;	AIMCO Apartment Investment & Management Co. As referenced in this Litigation Settlement Offer [Revised]: Apartment Investment and Management – The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section 10. Information Concerning Us and Certain of Our Affiliates." - _____________ Apartment Investment and Management – Settlement Offer -- Section 12. Position of the General Partner of Your Partnership With Respect to the Offer." - Fairness of the Offer. Although we, Apartment Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. (collectively, the "AIMCO Entities") and your general partner have interests that may conflict with those the _____________ Apartment Investment and Management – General. We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"). AIMCO is a real estate investment trust that owns and manages multifamily apartment properties throughout the United States. _____________ Apartment Investment and Management – please call: TOLL FREE: (800) 467-0821 72 {PAGE} ANNEX I OFFICERS AND DIRECTORS The names and positions of the executive officers of Apartment Investment and Management Company ("AIMCO"); AIMCO-GP, Inc. ("AIMCO-GP") and ConCap Equities, Inc., the general partner of your partnership (the "General Partner") are set forth _____________ dt 189020 ; TiMet Titanium Metals Corp. ( Metal Mining ) ; More...
Preview Full Doc	2004	Litigation Settlement Offer Litigation Settlement Offer (3K) Doc #274978: Click preview link for longer preview. LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 April 30, 2004 Dear Limited Partner: On February 23, 2004, we commenced a Litigation Settlement Offer to acquire limited partnership units in your partnership, pursuant to a COURT APPROVED SETTLEMENT of the class action and derivative litigation entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. and Dr. Warren Heller v. Insignia Financial Group, Inc., et al., which certain limited partners brought on their own behalf and on behalf of limited partners in partnerships formerly managed by Insignia Financial Group, Inc., including yours. As set forth in the enclosed Revised Litigation Settlement Offer, information contained in the Litigation Settlement Offer previously mailed to you has been amended and supplemented, including the following: 274978	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – A)(9) {SEQUENCE}4 {FILENAME}d14618a3exv99wxayx9y.txt {DESCRIPTION}LETTER FROM AIMCO OP TO THE LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 April 30, 2004 Dear Limited _____________ AIMCO PROPERTIES, L.P. – If you have any questions or require further information, please call the Information Agent, toll free, at (800) 467-0821. Very truly yours, AIMCO PROPERTIES, L.P. {/TEXT} {/DOCUMENT} _____________ dt 194133 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: Altman Group, Inc – DESCRIPTION}LETTER FROM AIMCO OP TO THE LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc . 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 April 30, 2004 Dear Limited Partner: On February 23, 2004, we _____________ Altman Group, Inc – the enclosed Letter of Transmittal in accordance with the enclosed instructions and mail or deliver it and any other required documents to The Altman Group, Inc ., which is acting as the Information Agent in connection with our offer, at the address set forth on the back cover of _____________ dt 194542 ; Rosalie Nuanes;	Insignia Financial Group, Inc.; Warren Heller
Preview Full Doc	2004	Litigation Settlement Offer Litigation Settlement Offer (333K) Doc #275001: Click preview link for longer preview. LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 FOR $9.12 PER UNIT IN CASH This Litigation Settlement Offer is being made as part of a COURT APPROVED SETTLEMENT of class and derivative litigation brought on behalf of limited partners in your partnership and others. FINAL COURT APPROVAL OF THE SETTLEMENT, WHICH REQUIRES THE MAKING OF THIS LITIGATION SETTLEMENT OFFER AS A CONDITION OF SETTLEMENT, HAS BEEN OBTAINED. On August 12, 2003, an objector filed an appeal of the court's order approving the settlement and is seeking to reverse or vacate the Court's order and the judgment entered thereto. Although we reserve our right to terminate or amend our offer if final court approval of the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc., as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your partnership, attached as Annex II. A complete copy of the appraiser's report will be provided to you free of charge upon request. THE SETTLEMENT ALSO INCLUDES THE CREATION OF A $9.9 MILLION SETTLEMENT FUND FOR MEMBERS OF THE SETTLEMENT CLASS. AFTER DEDUCTING ATTORNEYS' FEES AND OTHER SETTLEMENT COSTS (INCLUDING A PORTION OF THE COSTS OF THE APPRAISALS AND CERTAIN COSTS OF ADMINISTRATION OF THE SETTLEMENT FUND), WE HAVE ALLOCATED THE REMAINING AMOUNT IN THE SETTLEMENT FUND AMONG THE 44 REMAINING PARTNERSHIPS INVOLVED IN THE SETTLEMENT, PRO RATA BASED ON PARTNERSHIP REVENUE FOR THE YEAR ENDED DECEMBER 31, 2002 ALLOCABLE TO UNITS HELD BY THE MEMBERS OF THE SETTLEMENT CLASS. YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IS $0.18, WHICH IS INCLUDED IN OUR OFFER PRICE ABOVE FOR THOSE WHO TENDER. Upon the terms and subject to the conditions set forth herein, we will accept any and all units validly tendered in response to our offer. You will not pay any partnership transfer fees if you tender your units pursuant to this offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer. Our offer and your withdrawal rights will expire at midnight, New York City time, on March 22, 2004, unless we extend the deadline. Neither the court nor counsel for the parties in the class and derivative litigation make any recommendation regarding whether you should accept this Litigation Settlement Offer. You are encouraged to carefully review this Litigation Settlement Offer, the executive summary of the independent appraiser's report (attached as Annex II) and any other information available to you and to seek advice from your independent lawyer, tax advisor and/or financial advisor before deciding whether or not to accept this Litigation Settlement Offer. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS LITIGATION SETTLEMENT OFFER FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: - If you want to tender your units in the offer, you must sign a letter of transmittal in which you release us from all liability with respect to claims that were brought or that could have been brought in the class and derivative litigation, and assign to us your rights in any future claims. If you requested exclusion from the settlement but tender your units, by signing the letter of transmittal, you will release us from any claims that you would otherwise have preserved by requesting exclusion from the settlement class. If you did not request exclusion, you will release any known or unknown claims arising out of the class and derivative litigation if the judgment approving the settlement is affirmed on appeal. By executing the enclosed letter of transmittal, moreover, you will release those claims even if the judgment is reversed or otherwise vacated on appeal. (Continued on next page) If you decide to accept our offer, you must complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Litigation Settlement Offer. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS LITIGATION SETTLEMENT OFFER, THE LETTER OF TRANSMITTAL OR FOR A COMPLETE COPY OF AN APPRAISAL OF ANY OF YOUR PARTNERSHIP'S PROPERTIES MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (800) 467-0821. February 20, 2004 {PAGE} (Continued from prior page) - We determined our offer price without any arms-length negotiations, and independently of the recent appraisals of your partnership's property (an executive summary of each of which is attached as Annex II). Accordingly, our offer price may not reflect the fair market value of your units. In addition, the determination of our offer price has not been approved by the court or counsel for the parties in the class and derivative litigation. - Upon a liquidation of your partnership, if the properties were sold at a price equal to the value determined by the independent appraiser, we estimate that your liquidation proceeds would be approximately $14.11 per unit, which is higher than our offer price of $9.12 per unit. In order to understand the assumptions and methodology used to determine the liquidation amount, please refer to "The Litigation Settlement Offer -- Section 8. Valuation of Units -- Estimated Liquidation Proceeds Based on Independent Appraisal." - Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our offer. - We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. - Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated. - If we do not acquire all of the outstanding units in your partnership, it is possible that we may conduct a future offer at a higher price, although we have no obligation or current intention to do so. - For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. - The general partner makes no recommendation as to whether you should tender your units. NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THIS LITIGATION SETTLEMENT OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THIS LITIGATION SETTLEMENT OFFER, THE EXECUTIVE SUMMARY OF THE INDEPENDENT APPRAISER'S REPORT AND ANY OTHER INFORMATION AVAILABLE TO YOU AND TO SEEK THE ADVICE OF YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR FINANCIAL ADVISOR BEFORE DECIDING WHETHER OR NOT TO ACCEPT THIS LITIGATION SETTLEMENT OFFER. THIS LITIGATION SETTLEMENT OFFER IS BEING OFFERED TO ALL CURRENT UNITHOLDERS WHETHER OR NOT THEY HAVE REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS. IF YOU REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS BUT TENDER YOUR UNITS, BY SIGNING THE LETTER OF TRANSMITTAL, YOU WILL RELEASE US FROM CLAIMS THAT YOU WOULD OTHERWISE HAVE PRESERVED BY REQUESTING EXCLUSION. IF YOU DID NOT REQUEST EXCLUSION, YOU WILL RELEASE ANY KNOWN OR UNKNOWN CLAIMS ARISING OUT OF THE CLASS AND DERIVATIVE LITIGATION IF THE JUDGMENT APPROVING THE SETTLEMENT IS AFFIRMED ON APPEAL. BY EXECUTING THE ENCLOSED LETTER OF TRANSMITTAL, MOREOVER, YOU WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC. {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook Avenue Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 {/Table} For information, please call: TOLL FREE: (800) 467-0821 {PAGE} TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} SUMMARY TERM SHEET.......................................... 1 RISK FACTORS................................................ 5 If you tender your units in this offer, you will release us from all liability and assign to us your rights in any future claims...................................... 5 We have established the terms of our offer without reference to the recent appraisal of your partnership's properties............................................. 5 Our offer price may not represent fair market value....... 5 Our offer price does not reflect future prospects......... 5 The liquidation value of your partnership units exceeds our offer price........................................ 5 Continuation of the partnership; no time frame regarding sale of property....................................... 6 Holding your units may result in greater future value..... 6 The general partner faces conflicts of interest with respect to this offer.................................. 6 Your general partner is not making a recommendation regarding this offer................................... 6 Your general partner faces conflicts of interest relating to management fees..................................... 6 If we do not acquire all of the outstanding units in this offer, we may make a future offer at a higher price.... 7 Your tax liability resulting from a sale of your units could exceed our offer price........................... 7 You may recognize taxable gain on the amount paid from the settlement fund or for release and assignment of claims................................................. 7 If you tender your units in this offer, you will no longer be entitled to distributions from your partnership..... 8 You could recognize gain in the event of a future reduction in your partnership's liabilities............ 8 You could be precluded from transferring your units for a 12-month period........................................ 8 We could delay acceptance of, and payment for, your units.................................................. 8 There may be a possible reduction of available information about your partnership as a result of this offer....... 8 Your partnership has balloon payments on its mortgage debt................................................... 9 THE LITIGATION SETTLEMENT OFFER............................. 10 1. Terms of the Offer; Expiration Date................... 10 2. Acceptance for Payment and Payment for Units.......... 10 3. Procedure for Tendering Units......................... 11 4. Withdrawal Rights..................................... 14 5. Extension of Tender Period; Termination; Amendment; No Subsequent Offering Period............................. 15 6. Certain Federal Income Tax Matters.................... 16 7. Effects of the Offer.................................. 19 8. Valuation of Units.................................... 20 9. The Lawsuit and the Settlement........................ 34 10. Information Concerning Us and Certain of Our Affiliates............................................. 39 11. Background and Reasons for the Offer.................. 43 12. Position of the General Partner of Your Partnership with Respect to the Offer.............................. 45 13. Conflicts of Interest and Transactions with Affiliates............................................. 47 14. Future Plans of the Purchaser......................... 48 15. Certain Information Concerning Your Partnership....... 49 16. Voting Power.......................................... 53 {/Table} {PAGE} {Table} {Caption} PAGE ---- {S} {C} 17. Source of Funds....................................... 54 18. Dissenters' Rights.................................... 54 19. Conditions to the Offer............................... 54 20. Certain Legal Matters................................. 57 21. Fees and Expenses..................................... 57 ANNEX I -- OFFICERS AND DIRECTORS........................... I-1 ANNEX II -- EXECUTIVE SUMMARY OF INDEPENDENT APPRAISER'S REPORT.................................................... II-1 {/Table} ii {PAGE} SUMMARY TERM SHEET This summary term sheet highlights the most material information regarding our offer, but it does not describe all of the details thereof. We urge you to read this entire Litigation Settlement Offer, which contains the full details of our offer. We have also included in the summary term sheet references to the sections of this Litigation Settlement Offer where a more complete discussion may be found. - The Litigation Settlement Offer. As part of the settlement of a class and derivative litigation entitled Nuanes et al. v. Insignia Financial Group, Inc. et al. and Heller v. Insignia Financial Group, Inc., et al. on behalf of your partnership and limited partners in your partnership and others, we are offering to acquire any and all of the limited partnership units of your partnership for $9.12 per unit in cash. Under the terms of the settlement, neither we nor our affiliates admit to any wrongdoing, and we deny liability under all claims brought in this litigation. FINAL COURT APPROVAL OF THE SETTLEMENT, WHICH REQUIRES THE MAKING OF THIS LITIGATION SETTLEMENT OFFER AS A CONDITION OF SETTLEMENT, HAS BEEN OBTAINED. On August 12, 2003, an objector filed an appeal of the court's order approving the settlement and is seeking to reverse or vacate the Court's order and the judgment entered thereto. Although we reserve our right to terminate or amend our offer if final court approval of the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. See "The Litigation Settlement Offer -- Section 1. Terms of the Offer; Expiration Date," "-- Section 7. Effects of the Offer," "-- Section 8. Valuation of Units" and "-- Section 9. The Lawsuit and the Settlement." - The Settlement Fund. The settlement also includes the creation of a $9.9 million settlement fund for members of the settlement class. After deducting attorneys' fees and other settlement costs (including a portion of the costs of the appraisals and certain costs of administration of the settlement fund), we have allocated the remaining amount in the settlement fund among the 44 remaining partnerships involved in the settlement, pro rata based on partnership revenue for the year ended December 31, 2002 allocable to units held by the members of the settlement class. Your partnership's allocated share of the settlement fund is divided by the total number of units owned by members of the settlement class, and the resulting amount is included in our offer price above. Your pro rata share of the settlement fund is $0.18. If you request exclusion from the settlement, you may tender any units in this offer and you will be entitled to receive the same price per unit as those unitholders who have not opted out of the settlement class. However, no portion of the price paid to you will come from the settlement fund. If you do not request exclusion from the settlement and do not tender any units in this offer, you will be entitled to receive your pro rata share of the settlement fund (subject to adjustment) no later than June 2005 if the Court's order approving the settlement and entering judgment thereto is affirmed on appeal. If the Court's order is reversed or vacated by virtue of the appeal, however, you will not be entitled to receive a pro rata share of the settlement fund unless you tender your units in this offer. Under the terms of the settlement, we will pay the costs of printing and mailing this Litigation Settlement Offer to limited partners of your partnership, as well as other costs of notice. In addition, we have agreed to pay 50% of the costs of the appraisals, with the other 50% to be paid from the settlement fund. - Factors in Determining the Offer Price. In determining the offer price per unit we principally considered: - your partnership's property income; - our estimate of an appropriate capitalization rate for such property income; - the location, condition and debt structure of your partnership's property; - our estimate of the fees and expenses expected to be incurred by your partnership if its properties are sold; and 1 {PAGE} - your partnership's other assets and liabilities. - Expiration Date. Our offer expires on March 22, 2004, unless extended, and you can tender your units until our offer expires. See "The Litigation Settlement Offer -- Section 1. Terms of the Offer; Expiration Date." - Right to Extend the Expiration Date. Under the settlement, we can extend the expiration date of the offer in our sole discretion up to 90 business days from the date of commencement. We reserve the right to extend the offer subject to customary conditions. In the event we extend the offer, we will either issue a press release or send you a notice of any such extension. See "The Litigation Settlement Offer -- Section 5. Extension of Tender Period; Termination; Amendment; No Subsequent Offering Period." - How to Tender. To tender your units, complete the accompanying letter of transmittal and send it, along with any other documents required by the letter of transmittal, to the Information Agent, The Altman Group, Inc., at one of the addresses set forth on the back of this Litigation Settlement Offer. See "The Litigation Settlement Offer -- Section 3. Procedure for Tendering Units." - Release and Assignment of Future Claims. If you want to tender your units in the offer, you must sign a letter of transmittal in which you release us from all liability with respect to claims that were brought or that could have been brought in the class and derivative litigation, and assign to us your rights in any future claims. If you requested exclusion from the settlement but tender your units, by signing the letter of transmittal, you will release us from claims that you would otherwise have preserved by requesting exclusion from the settlement class. If you did not request exclusion, you will release any known or unknown claims arising out of the class and derivative litigation if the judgment approving the settlement is affirmed on appeal. By executing the enclosed letter of transmittal, moreover, you will release those claims even if the judgment is reversed or otherwise vacated on appeal. - Covenant Not to Sue. If you requested exclusion from the settlement but tender your units in this offer, by signing the letter of transmittal, you agree not to bring any action, claim, suit or proceeding against us and those affiliates who were defendants in the class and derivative litigation concerning any of the matters that are the subject of the Stipulation of Settlement approved by the Court in connection with the settlement of such class and derivative litigation, including this Litigation Settlement Offer, other than for violations of federal or state securities laws. If you do not request exclusion from the settlement class, you will already have agreed not to bring any such action, claim, suit or proceeding once the settlement is final. - Withdrawal Rights. You can withdraw your units at any time prior to the expiration of the offer, including any extensions. In addition, you can withdraw your units at any time on or after April 23, 2004 if we have not already accepted units for purchase and payment. See "The Litigation Settlement Offer -- Section 4. Withdrawal Rights." - How to Withdraw. To withdraw your units, you need to send a notice of withdrawal to the Information Agent, identifying yourself and the units to be withdrawn. See "The Litigation Settlement Offer -- Section 4. Withdrawal Rights." - Tax Consequences. Your sale of units in this offer will be a taxable transaction for federal income tax purposes. The consequences to each limited partner may vary and you should consult your tax advisor on the precise tax consequences to you. See "The Litigation Settlement Offer -- Section 6. Certain Federal Income Tax Matters." - Availability of Funds. We intend to pay the purchase price for any units tendered from our existing cash balances or borrowings under our line of credit. See "The Litigation Settlement Offer -- Section 17. Source of Funds." - Conditions to the Offer. There are a number of conditions to our offer, including the absence of competing tender offers, that there be no material change with respect to our financial condition, 2 {PAGE} the absence of certain changes in your partnership, and the absence of certain changes in the financial markets. If we are unable to accept the units tendered in this Litigation Settlement Offer due to a failure of any or all of the conditions of our offer to be satisfied, we will conduct another offer in accordance with the terms of the settlement (which will occur no later than six months after the date of the commencement of this offer). We will continue this process until we have accepted for payment all units properly tendered in an offer conducted in accordance with the terms of the settlement. See "The Litigation Settlement Offer -- Section 19. Conditions to the Offer." - Remaining as a Limited Partner. If you do not tender your units, you will remain a limited partner in your partnership. We have no plans to alter the operations, business or financial position of your partnership. However, if there are fewer than 300 unitholders in your partnership as a result of the offer, your partnership will no longer be required to file periodic reports with the SEC, such as annual reports on Form 10-KSB containing annual audited financial statements, and quarterly reports on Form 10-QSB containing unaudited financial statements. See "The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section 10. Information Concerning Us and Certain of Our Affiliates." - Conflicts of Interest. Our affiliate receives fees for managing your partnership's property and the general partner of your partnership (which is our affiliate) is entitled to receive reimbursement of certain expenses involving your partnership and its property. As a result, a conflict of interest exists between continuing the partnership and receiving these fees, and the liquidation of the partnership and the termination of these fees. See "The Litigation Settlement 275001	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – {DOCUMENT} {TYPE}EX-99.(A)(1) {SEQUENCE}3 {FILENAME}d07280exv99wxayx1y.txt {DESCRIPTION}OFFER TO PURCHASE {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOGO) AIMCO PROPERTIES, L.P. is offering to purchase any and all limited partnership units in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 FOR $9.12 PER UNIT IN _____________ AIMCO Properties, L.P., – Form 10-QSB containing unaudited financial statements. See "The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section _____________ AIMCO Properties, L.P. – reinsurers, officers, directors, employees, agents, administrators, auditors, attorneys, accountants, information and solicitation agents, investment bankers, and other representatives, including but not limited to AIMCO Properties, L.P. (collectively, the "Releasees"), from any and all claims and causes of action, whether brought individually, on behalf of a class, or derivatively, _____________ AIMCO Properties, L.P. – and net book value ($17,076,000 as of December 31, 2003) will increase to 100%. AIMCO-GP owns a 1% interest in AIMCO Properties, L.P. and AIMCO, through its subsidiaries, owns an 89% interest in AIMCO Properties. 19 {PAGE} Distributions to Us. If we acquire units in the _____________ AIMCO Properties, L.P., – These negotiations resulted in the settlement set forth in the Stipulation. 10. INFORMATION CONCERNING US AND CERTAIN OF OUR AFFILIATES General. We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of Apartment Investment and Management Company, a _____________ dt 194154 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: Altman Group, Inc – transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc ., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover _____________ ALTMAN GROUP, INC – WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook _____________ Altman Group, Inc – accompanying letter of transmittal and send it, along with any other documents required by the letter of transmittal, to the Information Agent, The Altman Group, Inc ., at one of the addresses set forth on the back of this Litigation Settlement Offer. See "The Litigation Settlement Offer -- Section 3. _____________ Altman Group, Inc – fees or commissions to any broker, dealer or other person for soliciting tenders of units pursuant to the offer. We have retained The Altman Group, Inc . to act as Information Agent in connection with our offer. The Information Agent may contact holders of units by mail, telephone, telex, _____________ ALTMAN GROUP, INC – or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC . {Table} {S} {C} {C} By Mail: By Overnight Courier: By Hand: P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook _____________ dt 194551 ; American American Appraisal Associates, Inc. As referenced in this Litigation Settlement Offer: American Appraisal Associates, Inc. – the settlement is reversed or vacated, we have nevertheless elected to proceed with this offer under the terms of the settlement. Under the terms of the settlement, the Court appointed American Appraisal Associates, Inc. , as an independent appraiser, to appraise your partnership's properties and we agreed to provide an executive summary of the appraiser's report for each property owned by your _____________ American Appraisal Associates, Inc. – 50 $ 9.02 {/Table} ESTIMATED LIQUIDATION PROCEEDS BASED ON INDEPENDENT APPRAISAL SELECTION AND QUALIFICATIONS OF INDEPENDENT APPRAISER. Under the terms of the settlement, your partnership's property was appraised by American Appraisal Associates, Inc. ("AAA"), an independent appraiser appointed by the court. The information set forth below was provided to us by AAA with respect to its appraisals. AAA is an experienced independent _____________ American Appraisal Associates, Inc. – Factors Not in Favor of Fairness Determination. In addition to the foregoing factors, the general partner considered the following countervailing factors: - the recent valuation of your partnership's property by American Appraisal Associates, Inc. , an independent appraiser appointed by the Court, which results in an estimate of net liquidation proceeds per unit of $14.11, which is higher than our offer price of $ _____________ AMERICAN APPRAISAL ASSOCIATES, INC. – INDEPENDENT APPRAISER, AND NEITHER THE COURT, THE PARTIES IN THE CLASS AND DERIVATIVE LITIGATION NOR COUNSEL FOR SUCH PARTIES PARTICIPATED IN THE PREPARATION OF THE EXECUTIVE SUMMARY. II-1 {PAGE} AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 4 CANYON CREST, LITTLETON, COLORADO EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION PROPERTY NAME: Canyon Crest LOCATION: 5754 S Lowell Way (5757 S. King Street) Littleton, Colorado _____________ AMERICAN APPRAISAL ASSOCIATES, INC. – 9,360 $112,320 -------- -------- Total $ 74,010 $888,120 ======== ======== {/TABLE} {TABLE} {S} {C} OCCUPANCY: 92% ECONOMIC LIFE: 45 Years EFFECTIVE AGE: 20 Years REMAINING ECONOMIC LIFE: 25 Years {/TABLE} {PAGE} AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 5 CANYON CREST, LITTLETON, COLORADO SUBJECT PHOTOGRAPHS AND LOCATION MAP: SUBJECT PHOTOGRAPHS [EXTERIOR - APARTMENT BUILDING PICTURE] [EXTERIOR - APARTMENT BUILDING PICTURE] AREA MAP [MAP] {PAGE} AMERICAN APPRAISAL _____________ dt 1443984 ;	American Land American Land Lease, Inc. ( Real Estate ) As referenced in this Litigation Settlement Offer: American Land Lease, – and Chief Executive Officer of AIMCO and AIMCO-GP since July 1994. Mr. Considine serves as Chairman of the Board of Directors of American Land Lease, Inc. (formerly Asset Investors Corporation and Commercial Asset Investors, Inc.), another public real estate investment trust. Mr. Considine has been and remains _____________ American Land Lease, – General Partner from 1987 until November 1992. He is currently Co-Chairman of the Board, Co-Chief Executive Officer and a Director of American Land Lease, Inc. He also serves as a Director of Delphi Financial Group and its subsidiaries, Delphi International Ltd., Oracle Reinsurance Company and the _____________ dt 191482 ; AIMCO Apartment Investment & Management Co. As referenced in this Litigation Settlement Offer: Apartment Investment and Management – The Litigation Settlement Offer -- Section 7. Effects of the Offer." - Who We Are. We are AIMCO Properties, L.P., the operating partnership of Apartment Investment and Management Company, a New York Stock Exchange-listed company. See "The Litigation Settlement Offer -- Section 10. Information Concerning Us and Certain of Our Affiliates." - _____________ Apartment Investment and Management – Settlement Offer -- Section 12. Position of the General Partner of Your Partnership With Respect to the Offer." - Fairness of the Offer. Although we, Apartment Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. (collectively, the "AIMCO Entities") and your general partner have interests that may conflict with those the _____________ Apartment Investment and Management – General. We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"). AIMCO is a real estate investment trust that owns and manages multifamily apartment properties throughout the United States. _____________ Apartment Investment and Management – please call: TOLL FREE: (800) 467-0821 58 {PAGE} ANNEX I OFFICERS AND DIRECTORS The names and positions of the executive officers of Apartment Investment and Management Company ("AIMCO"); AIMCO-GP, Inc. ("AIMCO-GP") and the general partner of your partnership are set forth below. The directors of AIMCO are _____________ dt 189033 ; More...
Preview Full Doc	2004	Litigation Settlement Offer Litigation Settlement Offer (6K) Doc #275003: Click preview link for longer preview. LITIGATION SETTLEMENT OFFER (AIMCO LOG) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 February 20, 2004 Dear Limited Partner: We are pleased to announce the COURT APPROVED SETTLEMENT of the class action and derivative litigation entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. and Dr. Warren Heller v. Insignia Financial Group, Inc., et al., which certain limited partners brought on their own behalf and on behalf of limited partners in partnerships formerly managed by Insignia Financial Group, Inc., including yours. The court approved settlement requires us to make the enclosed Litigation Settlement Offer. - Pursuant to that settlement, we are offering to acquire your units of limited partnership interest in Consolidated Capital Institutional Properties 2 for $9.12 per unit in cash. - Under the terms of the settlement, which are more fully described in the enclosed materials and in the notice of settlement previously distributed to you, the court appointed American Appraisal Associates, Inc., as an independent appraiser, to appraise your partnership's property. An executive summary of the appraiser's report for each property owned by your partnership is attached as Annex II to the enclosed Litigation Settlement Offer. A complete copy of the appraiser's report(s) will be provided to you free of charge upon request. - The settlement also established a $9.9 million settlement fund for members of the settlement class. After deducting attorneys' fees and expenses and other settlement costs (including a portion of the costs of the appraisals and certain costs of administration of the settlement 275003	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – DOCUMENT} {TYPE}EX-99.(A)(3) {SEQUENCE}5 {FILENAME}d07280exv99wxayx3y.txt {DESCRIPTION}LETTER TO LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOG) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 February 20, 2004 Dear Limited _____________ AIMCO PROPERTIES, L.P. – If you have any questions or require further information, please call the Information Agent, toll free, at (800) 467-0821. Very truly yours, AIMCO PROPERTIES, L.P. {/TEXT} {/DOCUMENT} _____________ dt 194156 ; Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: Altman Group, Inc – 5 {FILENAME}d07280exv99wxayx3y.txt {DESCRIPTION}LETTER TO LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER (AIMCO LOG) AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc . 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 467-0821 February 20, 2004 Dear Limited Partner: We are pleased to announce _____________ Altman Group, Inc – the enclosed letter of transmittal in accordance with the enclosed instructions and mail or deliver it and any other required documents to The Altman Group, Inc ., which is acting as the Information Agent in connection with our offer, at the address set forth on the back cover of _____________ dt 194553 ;	American American Appraisal Associates, Inc. As referenced in this Litigation Settlement Offer: American Appraisal Associates, Inc. – in cash. - Under the terms of the settlement, which are more fully described in the enclosed materials and in the notice of settlement previously distributed to you, the court appointed American Appraisal Associates, Inc. , as an independent appraiser, to appraise your partnership's property. An executive summary of the appraiser's report for each property owned by your partnership is attached as Annex _____________ dt 1443985
Preview Full Doc	2003	Litigation Settlement Offer Litigation Settlement Offer (4K) Doc #275016: Click preview link for longer preview. LITIGATION SETTLEMENT OFFER AIMCO AIMCO PROPERTIES, L.P. C/O THE ALTMAN GROUP, INC. 1275 VALLEY BROOK AVENUE LYNDHURST, NEW JERSEY 07071 (800) 467-0821 December 18, 2003 Dear Limited Partner: On November 13, 2003, we commenced a Litigation Settlement Offer to acquire 275016	Aimco Properties Aimco Properties, LP As referenced in this Litigation Settlement Offer: AIMCO PROPERTIES, L.P. – 99.(A)(8) {SEQUENCE}5 {FILENAME}d07277a3exv99wxayx8y.txt {DESCRIPTION}LETTER FROM AIMCO OP TO THE LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER AIMCO AIMCO PROPERTIES, L.P. C/O THE ALTMAN GROUP, INC. 1275 VALLEY BROOK AVENUE LYNDHURST, NEW JERSEY 07071 (800) 467-0821 December 18, 2003 Dear Limited _____________ AIMCO PROPERTIES, L.P. – If you have any questions or require further information, please call the Information Agent, toll free, at (800) 467-0821. Very truly yours, AIMCO PROPERTIES, L.P. 2 {/TEXT} {/DOCUMENT} _____________ dt 194162 ;	Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Litigation Settlement Offer: ALTMAN GROUP, INC – txt {DESCRIPTION}LETTER FROM AIMCO OP TO THE LIMITED PARTNERS {TEXT} {PAGE} LITIGATION SETTLEMENT OFFER AIMCO AIMCO PROPERTIES, L.P. C/O THE ALTMAN GROUP, INC . 1275 VALLEY BROOK AVENUE LYNDHURST, NEW JERSEY 07071 (800) 467-0821 December 18, 2003 Dear Limited Partner: On November 13, 2003, we _____________ Altman Group, Inc – the enclosed Letter of Transmittal in accordance with the enclosed instructions and mail or deliver it and any other required documents to The Altman Group, Inc ., which is acting as the Information Agent in connection with our offer, at the address set forth on the back cover of _____________ dt 194559

Page 3 of 111 2 3 4 5 6 7 8 9 10 Last »

Your cart is empty.

Aimco Properties, LP ▼

Subscriptions

Services