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Apartment Investment & Management Co.

Financing

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Preview Full Doc	2006	Contribution Agreement Contribution Agreement (75K) Doc #2427918: Click preview link for longer preview. CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this ï¿½Agreementï¿½) is made as of the 21^st day of August, 2006 (the ï¿½Effective Dateï¿½), by and between VMS NATIONAL PROPERTIES JOINT VENTURE, an Illinois general partnership (ï¿½Contributorï¿½), AIMCO PROPERTIES, L.P., a Delaware limited partnership (ï¿½Parentï¿½) and AIMCO PROPERTIES, LLC, a Delaware limited partnership (ï¿½Contributeeï¿½). W I T N E S S E T H: In consideration of the covenants and provisions contained herein, and for other good and valuable consideration, the . . . 2427918	AIMCO Apartment Investment & Management Co. ;	Aimco Properties Aimco Properties, LP As referenced in this Contribution Agreement: AIMCO PROPERTIES, L.P. – CONTRIBUTION AGREEMENT (this Agreement) is made as of the 21st day of August, 2006 (the Effective Date), by and between VMS NATIONAL PROPERTIES JOINT VENTURE, an Illinois general partnership (Contributor), AIMCO PROPERTIES, L.P. , a Delaware limited partnership (Parent) and AIMCO PROPERTIES, LLC, a Delaware limited partnership (Contributee). W I T N E S S E T H: In consideration of the covenants _____________ AIMCO Properties, L.P. – AIMCO Properties, LLC 4582 South Ulster Street, Suite 1100 Denver, Colorado 80237 Attention: Harry G. Alcock Ph: 303/757-8101 Fax: 303/300-3282 mail to: if intended for Parent: AIMCO Properties, L.P. 4582 South Ulster Street, Suite 1100 14 Denver, Colorado 80237 Attention: Harry G. Alcock Ph: 303/757-8101 Fax: 303/300-3282 Each such notice, demand, request or other _____________ AIMCO PROPERTIES, L.P. – RESIDENTIAL PORTFOLIO II, an Illinois limited partnership By: MAERIL, INC., a Delaware corporation, its general partner By: /s/ Martha L. Long Name: Martha L. Long Its: Senior Vice President PARENT: AIMCO PROPERTIES, L.P. , a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation, its general partner By: /s/ Harry G. Alcock Name: Harry G. Alcock Its: Executive Vice President and Chief _____________ AIMCO PROPERTIES, L.P. – general partner By: /s/ Harry G. Alcock Name: Harry G. Alcock Its: Executive Vice President and Chief Investment Officer 20 CONTRIBUTEE: AIMCO PROPERTIES, LLC, a Delaware limited liability company By: AIMCO PROPERTIES, L.P. , a Delaware limited partnership, its sole member By: AIMCO-GP, INC., a Delaware corporation, its general partner By: /s/ Harry G. Alcock Name: Harry G. Alcock Its: Executive Vice _____________ AIMCO PROPERTIES, L.P. – corporation, its general partner By: Name: Title: By: VMS NATIONAL RESIDENTIAL PORTFOLIO II, an Illinois limited partnership By: MAERIL, INC., a Delaware corporation, its general partner By: Name: Its: PARENT: AIMCO PROPERTIES, L.P. , a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation, its general partner By: Name: Its: 2 CONTRIBUTEE: AIMCO PROPERTIES, LLC, a Delaware limited liability company By: AIMCO _____________ dt 1536535
Preview Full Doc	2000	Funding Agreement Funding Agreement (3K) Doc #265711: Click preview link for longer preview. FUNDING AGREEMENT This FUNDING AGREEMENT (this "Agreement"), dated as of October 10, 2000, is between and among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), and AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC., a Delaware corporation ("Bethesda"). WITNESSETH: WHEREAS, Bethesda desires to make a cash tender offer (as amended from time to time, the "Offer") on or shortly after the date hereof to acquire assignee units of limited partnership interest ("Units") in Oxford Residential Properties I Limited Partnership; and WHEREAS, AIMCO is under common control with Bethesda, and desires to assist Bethesda in funding the purchase of Units in such offer; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy, sufficiency, and receipt of which are hereby acknowledged, the parties hereto agree as follows: 265711	AIMCO Apartment Investment & Management Co. ; Aimco Properties Aimco Properties, LP As referenced in this Funding Agreement: AIMCO PROPERTIES, L.P., – TEXT} {PAGE} 1 EXHIBIT 5(d) FUNDING AGREEMENT This FUNDING AGREEMENT (this "Agreement"), dated as of October 10, 2000, is between and among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), and AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC., a Delaware corporation ("Bethesda"). WITNESSETH: WHEREAS, Bethesda desires to make a _____________ AIMCO PROPERTIES, L.P. – or written, with respect thereto. {PAGE} 2 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. AIMCO PROPERTIES, L.P. BY: AIMCO-GP, INC., GENERAL PARTNER By: /s/ Patrick J. Foye ------------------- Name: Patrick J. Foye Title: Executive Vice President AIMCO/BETHESDA HOLDINGS _____________ dt 194116 ;	AIMCO/Bethesda Holdings Acquisitions, Inc.
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 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 ; 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 ;	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 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 ; 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 ; 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 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 ; 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 ;	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	2004	Underwriting Agreement [Form] Underwriting Agreement [Form] (93K) Doc #265285: Click preview link for longer preview. APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) March 17, 2004 From time to time, Apartment Investment and Management Company, a Maryland corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as this Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Equity Securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Equity Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). The term "Registration Statement" means such registration statement, including the exhibits thereto, as amended to the date of this Agreement. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Equity Securities, together with the Basic Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: (a) The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Manager expressly for use therein. (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole. "Subsidiary" means a corporation, partnership, limited liability company or trust, a majority of the outstanding voting stock, partnership, membership interests or beneficial interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company, the Operating Partnership or by one or more other Subsidiaries of the Company or the Operating Partnership. (d) Each Subsidiary of the Company is a corporation, limited partnership, limited liability company or trust, as the case may be, duly organized or formed, is validly existing in good standing under the laws of the jurisdiction of its organization or formation, has the corporate, limited partnership, limited liability company or trust power and authority, as the case may be, to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be in good standing, to have such power and authority or to be so qualified would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole; all of the issued shares of capital stock, partnership interests, limited liability company membership interests or trust beneficial interests, as the case may be, of each Subsidiary of the Company or created by agreements to which such Subsidiaries are parties (i) have been duly and validly authorized and issued (and in the case of capital stock are fully paid and non-assessable) and (ii) are owned or held, directly or indirectly, by the Company free and clear of any security interest, lien, adverse claim, equity or other encumbrance (each of the foregoing, a "Lien"), other than Liens described in the Registration Statement or the Prospectus, except with respect to clause (i) and (ii) above, where the failure of such shares of capital stock, partnership interests, limited liability company membership interests or trust beneficial interests being duly and validly authorized or the existence of such Liens would not, singly or in the aggregate, have a material adverse effect on the Company and the Subsidiaries, taken as a whole. (e) This Agreement has been duly authorized, executed and delivered by each of the Company and the Operating Partnership. (f) The Company has an authorized capitalization as set forth in the Prospectus. All the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights; the Equity Securities have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; and the capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus. The preferred units to be issued by the Operating Partnership upon its receipt of the net proceeds from the sale of the Equity Securities (the "Preferred Units") have been duly authorized and, when issued to the Company, will be validly issued. Except as disclosed in the Registration Statement and the Prospectus, and except for options or other securities issued to employees, officers or directors of 265285	AIMCO Apartment Investment & Management Co. As referenced in this Underwriting Agreement [Form]: APARTMENT INVESTMENT AND MANAGEMENT – EX-1.1 3 a2131469zex-1_1.htm EX-1.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) March 17, 2004 From time to time, Apartment Investment and Management Company, a Maryland _____________ Apartment Investment and Management – Exhibit 1.1 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) March 17, 2004 From time to time, Apartment Investment and Management Company, a Maryland corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to _____________ Apartment Investment and Management – Properties, L.P. 2. LAC Properties Operating Partnership, L.P. D.C. Corporations 1. NHP Management Company 22 UNDERWRITING AGREEMENT March 17, 2004 Apartment Investment and Management Company 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 AIMCO Properties, L.P. 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 _____________ Apartment Investment and Management – behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 7,000,000 shares of its Class U Cumulative _____________ Apartment Investment and Management – and date of such payment and delivery are hereinafter referred to as the "Option Closing Date." All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated March 17, 2004, a copy of which is attached hereto, are herein incorporated _____________ dt 152448 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Underwriting Agreement [Form]: AIC REIT Properties LLC – GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., LAC Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A., as Administrative Agent for and representative of the financial institutions (the "Revolving _____________ dt 278491 ; Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement [Form]: AIMCO Properties, L.P., – with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: ( _____________ AIMCO Properties, L.P. – Schedule I SPECIFIED SUBSIDIARIES Delaware Corporations 1. AIMCO-GP, Inc. 2. AIMCO-LP, Inc. 3. AIMCO/Bethesda Holdings, Inc. Delaware Limited Partnerships 1. AIMCO Properties, L.P. 2. LAC Properties Operating Partnership, L.P. D.C. Corporations 1. NHP Management Company 22 UNDERWRITING AGREEMENT March 17, 2004 Apartment Investment _____________ AIMCO Properties, L.P. – NHP Management Company 22 UNDERWRITING AGREEMENT March 17, 2004 Apartment Investment and Management Company 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 AIMCO Properties, L.P. 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 Ladies and Gentlemen: We (the "Manager") are acting on behalf of the underwriter _____________ AIMCO PROPERTIES, L.P. – Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PAUL J. MCAULIFFE Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ PAUL J. MCAULIFFE Name: Paul J. McAuliffe Title: Executive Vice President and Chief _____________ dt 193993 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Underwriting Agreement [Form]: Bank of America N.A. – LA QRS, Inc., AIMCO LP LA, L.P., LAC Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A. , as Administrative Agent for and representative of the financial institutions (the "Revolving Lenders") party to the Fifth Amended and Restated Credit Agreement, _____________ Bank of America N.A. – Credit Agreement, dated as of February 14, 2003, by and among the Company, the Operating Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. , and the other financial institutions party thereto, (ii) a Borrowers Pledge Agreement, dated as of March 11, 2002, by and between the _____________ Bank of America, N.A. – institutions party thereto; and (iii) a Borrower's Pledge Agreement, dated as of 13 May 30, 2003, by and between the Pledgors and Bank of America, N.A. , as Collateral Agent for and representative of (A) the financial institutions party to the Term Loan Credit Agreement, dated as of May _____________ Bank of America, N.A. – Agreement, dated as of May 30, 2003, by and among the Company, the Operating Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc. and Bank of America, N.A. , as Administrative Agent, and the other financial institutions party thereto; (B) the Revolving Lenders and (C) the Casden Lenders. (v) The Company _____________ dt 168505 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Underwriting Agreement [Form]: Lehman Commercial Paper, Inc – the other financial institutions party thereto, (ii) a Borrowers Pledge Agreement, dated as of March 11, 2002, by and between the Pledgors and Lehman Commercial Paper, Inc ., as Administrative Agent for and representative of the financial institutions (the "Casden Lenders") party to the Interim Credit Agreement, dated as of _____________ Lehman Commercial Paper, Inc – party to the Interim Credit Agreement, dated as of March 11, 2002, by and among the Company, the Operating Partnership, NHP Management Company, Lehman Commercial Paper, Inc ., and the other financial institutions party thereto; and (iii) a Borrower's Pledge Agreement, dated as of 13 May 30, 2003, by _____________ dt 172579 ; More...
Preview Full Doc	2003	Payment Guaranty Payment Guaranty (53K) Doc #265315: Click preview link for longer preview. PAYMENT GUARANTY This PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"). FACTUAL BACKGROUND The Lenders have made or intend to make a $250,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT"), AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"), in accordance with the Term Loan Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Banc of America Securities LLC, as Sole Lead Arranger and as Sole Bookrunner, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer individually to the credit facility available to the Borrowers under the Credit Agreement. GUARANTY 1. GUARANTY OF LOAN (a) ABSOLUTE GUARANTY. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrowers or other affiliates of Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. 1 {Page} 2. LOAN. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. RIGHTS OF ADMINISTRATIVE AGENT AND THE LENDERS. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. (c) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Indebtedness or this Guaranty, and Administrative Agent or any Lender may also bid at any such sale. (d) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may apply any payments or recoveries from Borrowers, Guarantors or any other source, and any proceeds of any security, to Borrowers' obligations under the Loan Documents in such manner, order and priority as Administrative Agent or such Lender may elect, whether or not those obligations are guarantied by this Guaranty or secured at the time of the application. (e) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may release Borrowers of their liability for the Indebtedness or any part of it. (f) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may substitute, add or release any one or more Guarantors, other guarantors or endorsers. (g) Subject to the Intercreditor Agreement, in addition to the Indebtedness, Administrative Agent or any Lender may extend other credit to Borrowers, and may take and hold security for the credit so extended, all without affecting any Guarantor's liability under this Guaranty. 4. GUARANTY TO BE ABSOLUTE. Each Guarantor expressly agrees that until the Indebtedness is paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, such Guarantor shall not be released by or because of: (a) Any act or event (other than payment and performance in full of the Indebtedness) which might otherwise discharge, reduce, limit or modify such Guarantor's obligations under this Guaranty; (b) Any waiver, extension, modification, forbearance, delay or other act or omission of Collateral Agent, Administrative Agent or any Lender, or its failure to proceed promptly or otherwise as against Borrowers, any Guarantor or any security; 265315	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty: Apartment Investment and Management – in such capacity, "ADMINISTRATIVE AGENT"). FACTUAL BACKGROUND The Lenders have made or intend to make a $250,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT"), AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), _____________ dt 152467 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Payment Guaranty: AIC REIT PROPERTIES LLC – partnership Its: General Partner By: AIMCO-GP, Inc., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President AIC REIT PROPERTIES LLC , a Delaware limited liability company By: AIMCO Properties, L.P., a Delaware limited partnership Its: Sole Manager By: AIMCO-GP, Inc., a _____________ dt 278493 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty: AIMCO Properties, L.P., – have made or intend to make a $250,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT"), AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia _____________ AIMCO Properties, L.P., – AIMCO/FARMINGDALE, L.L.C. AIMCO/BETHESDA WILLIAMSBURG, L.L.C. AIMCO/FOX VALLEY, L.L.C. AIMCO/GREENSBORO, L.L.C. By: AIMCO Properties, L.P., AIMCO/GREENVILLE, L.L.C. as their Sole Member AIMCO/KETTERING, L.L.C. AIMCO/KINGS, L.L.C. By: AIMCO-GP, _____________ AIMCO Properties, L.P., – 2003 TERM LOAN GUARANTY SIGNATURE PAGES {Page} AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP By: Ambassador Apartments, L.P., as its General Partner By: AIMCO Properties, L.P., as its General Partner By: AIMCO-GP, Inc., as its General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President AMBASSADOR _____________ AIMCO Properties, L.P., – L.P. By: Ambassador IX, Inc., its General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President AMBASSADOR APARTMENTS, L.P. By: AIMCO Properties, L.P., as its General Partner By: AIMCO-GP, Inc., its General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President AMBASSADOR X, _____________ AIMCO Properties, L.P., – corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President AIC REIT PROPERTIES LLC, a Delaware limited liability company By: AIMCO Properties, L.P., a Delaware limited partnership Its: Sole Manager By: AIMCO-GP, Inc., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- _____________ dt 194004 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Payment Guaranty: Banc of America Securities LLC – Term Loan Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Banc of America Securities LLC , as Sole Lead Arranger and as Sole Bookrunner, and the other Lenders from time to time party thereto. In connection with the _____________ dt 167276 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Payment Guaranty: BANK OF AMERICA, N.A. – PAYMENT GUARANTY This PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as _____________ dt 168511 ; AIMCO/Bethesda Holdings, Inc.
Preview Full Doc	2003	Payment Guaranty [Amended and Restated] Payment Guaranty [Amended and Restated] (52K) Doc #265321: Click preview link for longer preview. AMENDED AND RESTATED PAYMENT GUARANTY This AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"), which amends and restates each of the Payment Guaranty (Casden Guarantors) and the Payment Guaranty (Revolver Guarantors), each dated as of March 11, 2002 and as amended, supplemented or otherwise modified prior to the date hereof, among the respective parties. FACTUAL BACKGROUND The Lenders have made a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT") AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"), in accordance with the Fourth Amended and Restated Credit Agreement dated as of March 11, 2002, as amended to date including as amended by that certain Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, that certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, and that certain Second Amendment to Fifth Amended and Restated Credit Agreement dated as of May 30, 2003, (as amended to date the "CREDIT AGREEMENT"), by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer individually to each of the credit facilities available to the Borrowers under the Credit Agreement. GUARANTY 1. GUARANTY OF LOAN (a) ABSOLUTE GUARANTY. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders as primary obligors the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. H-1 {Page} (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrowers or other affiliates of Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. 2. LOAN. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. RIGHTS OF ADMINISTRATIVE AGENT AND THE LENDERS. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. 265321	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty [Amended and Restated]: Apartment Investment and Management – prior to the date hereof, among the respective parties. FACTUAL BACKGROUND The Lenders have made a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT") AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), _____________ dt 152470 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Payment Guaranty [Amended and Restated]: AIC REIT PROPERTIES LLC – partnership Its: General Partner By: AIMCO-GP, Inc., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez ----------------------------- Peter K. Kompaniez President AIC REIT PROPERTIES LLC , a Delaware limited liability company By: AIMCO Properties, L.P., a Delaware limited partnership Its: Sole Manager By: AIMCO-GP, Inc., a _____________ dt 278494 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty [Amended and Restated]: AIMCO Properties, L.P., – C. AIMCO/SPARTANBURG, L.L.C. AIMCO/TIDEWATER, L.L.C. AIMCO/WESTRIDGE, L.L.C. AIMCO/BETHESDA WILLIAMSBURG, L.L.C. By: AIMCO Properties, L.P., as their Sole Member By: AIMCO-GP, Inc. Its: General Partner By: /s/ Peter K. Kompaniez ------------------------------- Peter K. Kompaniez President {Page} AIMCO _____________ AIMCO Properties, L.P., – K. Kompaniez ---------------------------- Peter K. Kompaniez President {Page} AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP By: Ambassador Apartments, L.P., as its General Partner By: AIMCO Properties, L.P., as its General Partner By: AIMCO-GP, Inc., as its General Partner By: /s/ Peter K. Kompaniez ------------------------------ Peter K. Kompaniez President AMBASSADOR _____________ AIMCO Properties, L.P., – L.P. By: Ambassador IX, Inc., its General Partner By: /s/ Peter K. Kompaniez --------------------------- Peter K. Kompaniez President AMBASSADOR APARTMENTS, L.P. By: AIMCO Properties, L.P., as its General Partner By: AIMCO-GP, Inc., its General Partner By: /s/ Peter K. Kompaniez --------------------------- Peter K. Kompaniez President AMBASSADOR X, _____________ AIMCO Properties, L.P., – corporation Its: General Partner By: /s/ Peter K. Kompaniez ----------------------------- Peter K. Kompaniez President AIC REIT PROPERTIES LLC, a Delaware limited liability company By: AIMCO Properties, L.P., a Delaware limited partnership Its: Sole Manager By: AIMCO-GP, Inc., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez ----------------------------- _____________ AIMCO Properties, L.P., – J. McAuliffe ------------------------------------ Paul J. McAuliffe Executive Vice President and Chief Financial Officer {Page} OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company By: AIMCO Properties, L.P., a Delaware limited partnership Its: General Member and General Manager By: AIMCO-GP, Inc., a Delaware corporation Its: General Partner By: /s/ _____________ dt 194006 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Payment Guaranty [Amended and Restated]: Banc of America Securities LLC – by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders _____________ Banc of America Securities LLC – Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC , as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers _____________ dt 167278 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Payment Guaranty [Amended and Restated]: BANK OF AMERICA, N.A. – AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as _____________ dt 168514 ; More...
Preview Full Doc	2003	Payment Guaranty [Amended and Restated] Payment Guaranty [Amended and Restated] (34K) Doc #265326: Click preview link for longer preview. FORM OF AMENDED AND RESTATED PAYMENT GUARANTY This AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC. ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"), which amends and restates each of the Payment Guaranty (Casden Guarantors) and the Payment Guaranty (Non-Casden), each dated as of March 11, 2002 and as amended, supplemented or otherwise modified prior to the date hereof, among the respective parties hereto. FACTUAL BACKGROUND The Lenders have made a $287,000,000 credit facility available to 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 as "BORROWERS"), in accordance with the Interim Credit Agreement (as amended to date, the "CREDIT AGREEMENT"), dated as of March 11, 2002, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer to the credit facility available to the Borrowers under the Credit Agreement. GUARANTY 1. GUARANTY OF LOAN; ABSOLUTE GUARANTY. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders as primary obligors the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. 2. LOAN. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and 1 {Page} binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. RIGHTS OF ADMINISTRATIVE AGENT AND THE LENDERS. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. (c) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Indebtedness or this Guaranty, and Administrative Agent or any Lender may also bid at any such sale. (d) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may apply any payments or recoveries from Borrowers, Guarantors or any other source, and any proceeds of any security, to Borrowers' obligations under the Loan Documents in such manner, order and priority as Administrative Agent or such Lender may elect, whether or not those obligations are guarantied by this Guaranty or secured at the time of the application. (e) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may release Borrowers of their liability for the Indebtedness or any part of it. (f) Subject to the Intercreditor Agreement, Administrative Agent or any Lender may substitute, add or release any one or more Guarantors, other guarantors or endorsers. (g) Subject to the Intercreditor Agreement, in addition to the Indebtedness, Administrative Agent or any Lender may extend other credit to Borrowers, and may take and hold security for the credit so extended, all without affecting any Guarantor's liability under this Guaranty. 4. GUARANTY TO BE ABSOLUTE. Each Guarantor expressly agrees that until the Indebtedness is paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, such Guarantor shall not be released by or because of: 265326	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty [Amended and Restated]: Apartment Investment and Management – facility available to 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 as "BORROWERS"), in accordance with the Interim _____________ dt 152472 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty [Amended and Restated]: AIMCO Properties L.P. – to the date hereof, among the respective parties hereto. FACTUAL BACKGROUND The Lenders have made a $287,000,000 credit facility available to 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 _____________ dt 227451 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Payment Guaranty [Amended and Restated]: Lehman Brothers Inc – AGREEMENT"), dated as of March 11, 2002, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc ., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined _____________ dt 172605 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Payment Guaranty [Amended and Restated]: LEHMAN COMMERCIAL PAPER INC – AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC . ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) ( _____________ dt 172559 ; NHP Management Company
Preview Full Doc	2002	Payment Guaranty (Revolver Guarantors) [Form] Payment Guaranty (Revolver Guarantors) [Form] (45K) Doc #265485: Click preview link for longer preview. FORM OF PAYMENT GUARANTY (REVOLVER GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT") AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"), in accordance with the Fourth Amended and Restated Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer individually to each of the credit facilities available to the Borrowers under the Credit Agreement. Guaranty 1. Guaranty of Loan (a) Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. 1 {PAGE} (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrowers or other affiliates of Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. 2. Loan. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. Rights of Administrative Agent and the Lenders. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the 265485	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty (Revolver Guarantors) [Form]: Apartment Investment and Management – in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT") AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), _____________ dt 152531 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty (Revolver Guarantors) [Form]: AIMCO Properties, L.P., – C. AIMCO/Spartanburg, L.L.C. AIMCO/Tidewater, L.L.C. AIMCO/Westridge, L.L.C. AIMCO/Bethesda Williamsburg, L.L.C. By: AIMCO Properties, L.P., Its General Partner By: AIMCO-GP, Inc. Its General Partner By: /s/ PETER K. KOMPANIEZ -------------------------------- Peter K. Kompaniez President {PAGE} AIMCO Anchorage, _____________ AIMCO Properties, L.P., – Ambassador IX, L.P. By: Ambassador IX, Inc., its general partner By: /s/ PETER K. KOMPANIEZ ----------------------- President {PAGE} Ambassador Apartments, L.P. By: AIMCO Properties, L.P., as its general partner By: AIMCO-GP, Inc., its general partner By: /s/ PETER K. KOMPANIEZ ----------------------- Peter K. Kompaniez President {PAGE} Ambassador _____________ dt 194039 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Payment Guaranty (Revolver Guarantors) [Form]: Banc of America Securities LLC – by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders _____________ Banc of America Securities LLC – Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC , as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers _____________ dt 167284 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Payment Guaranty (Revolver Guarantors) [Form]: BANK OF AMERICA, N.A. – REVOLVER GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as _____________ dt 168521 ; First Union First Union National Bank ( Financial ) As referenced in this Payment Guaranty (Revolver Guarantors) [Form]: First Union National Bank – AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, _____________ dt 184746 ; More...
Preview Full Doc	2002	Payment Guaranty (Casden Guarantors) [Form] Payment Guaranty (Casden Guarantors) [Form] (39K) Doc #265487: Click preview link for longer preview. FORM OF PAYMENT GUARANTY (CASDEN GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT"), AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"), in accordance with the Fourth Amended and Restated Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer individually to each of the credit facilities available to the Borrowers under the Credit Agreement. Guaranty 1. Guaranty of Loan. (a) Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. 1 {PAGE} (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to Borrowers or other affiliates of Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (y) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 1, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. 2. Loan. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. Rights of Administrative Agent and the Lenders. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the 265487	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty (Casden Guarantors) [Form]: Apartment Investment and Management – in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to Apartment Investment and Management Company, a Maryland corporation ("REIT"), AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), _____________ dt 152532 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Payment Guaranty (Casden Guarantors) [Form]: AIC REIT PROPERTIES LLC – a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ------------------------- Name: Peter K. Kompaniez Title: President S-2 GUARANTY (CASDEN GUARANTORS) {PAGE} AIC REIT PROPERTIES LLC By: AIMCO PROPERTIES, L.P. a Delaware limited partnership Its: Managing Member By: AIMCO-GP, INC. a Delaware corporation Its: General Partner _____________ dt 278501 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty (Casden Guarantors) [Form]: AIMCO PROPERTIES, L.P. – Partner By: /s/ PETER K. KOMPANIEZ ------------------------- Name: Peter K. Kompaniez Title: President S-2 GUARANTY (CASDEN GUARANTORS) {PAGE} AIC REIT PROPERTIES LLC By: AIMCO PROPERTIES, L.P. a Delaware limited partnership Its: Managing Member By: AIMCO-GP, INC. a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ------------------------- _____________ dt 194040 ;	NHP Management NHP Management Co. ( Miscellany ) ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Payment Guaranty (Casden Guarantors) [Form]: Banc of America Securities LLC – by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders _____________ Banc of America Securities LLC – Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC , as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers _____________ dt 167285 ; More...
Preview Full Doc	2002	Payment Guaranty (Casden Guarantors) [Form] Payment Guaranty (Casden Guarantors) [Form] (35K) Doc #265492: Click preview link for longer preview. FORM OF PAYMENT GUARANTY (CASDEN GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC. ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders intend to make a $287,000,000 credit facility available to 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 as "BORROWERS"), in accordance with the Interim Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer to the credit facility available to the Borrowers under the Credit Agreement. Guaranty 1. Guaranty of Loan; Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. Loan. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. H-1-1 {PAGE} Rights of Administrative Agent and the Lenders. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. Administrative Agent or any Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Indebtedness or this Guaranty, and Administrative Agent or any Lender may also bid at any such sale. Administrative Agent or any Lender may apply any payments or recoveries from Borrowers, Guarantors or any other source, and any proceeds of any security, to Borrowers' obligations under the Loan Documents in such manner, order and priority as Administrative Agent or such Lender may elect, whether or not those obligations are guarantied by this Guaranty or secured at the time of the application. Administrative Agent or any Lender may release Borrowers of their liability for the Indebtedness or any part of it. Administrative Agent or any Lender may substitute, add or release any one or more Guarantors, other guarantors or endorsers. In addition to the Indebtedness, Administrative Agent or any Lender may extend other credit to Borrowers, and may take and hold security for the credit so extended, all without affecting any Guarantor's liability under this Guaranty. Guaranty to be Absolute. Each Guarantor expressly agrees that until the Indebtedness is paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, such Guarantor shall not be released by or because of: Any act or event (other than payment and performance in full of the Indebtedness) which might otherwise discharge, reduce, limit or modify such Guarantor's obligations under this Guaranty; Any waiver, extension, modification, forbearance, delay or other act or omission of Administrative Agent or any Lender, or its failure to proceed promptly or otherwise as against Borrowers, any Guarantor or any security; 265492	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty (Casden Guarantors) [Form]: Apartment Investment and Management – facility available to 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 as "BORROWERS"), in accordance with the Interim _____________ dt 152534 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Payment Guaranty (Casden Guarantors) [Form]: AIC REIT PROPERTIES LLC – Partner By: AIMCO-GP, INC. a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ----------------------------------------- Name: Peter K. Kompaniez Title: President {PAGE} AIC REIT PROPERTIES LLC By: AIMCO PROPERTIES, L.P. a Delaware limited partnership Its: Managing Member By: AIMCO-GP, Inc. a Delaware corporation Its: General Partner _____________ dt 278502 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty (Casden Guarantors) [Form]: AIMCO PROPERTIES, L.P. – a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ----------------------------------------- Name: Peter K. Kompaniez Title: President {PAGE} AIC REIT PROPERTIES LLC By: AIMCO PROPERTIES, L.P. a Delaware limited partnership Its: Managing Member By: AIMCO-GP, Inc. a Delaware corporation Its: General Partner By: /s/ PETER K. KOMPANIEZ ----------------------------------------- _____________ dt 194042 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Payment Guaranty (Casden Guarantors) [Form]: Lehman Brothers Inc – AGREEMENT"), dated as of the date hereof, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc ., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined _____________ dt 172610 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Payment Guaranty (Casden Guarantors) [Form]: LEHMAN COMMERCIAL PAPER INC – CASDEN GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC . ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) ( _____________ dt 172565 ; NHP Management Company
Preview Full Doc	2002	Payment Guaranty (Non-Casden Guarantors) [Form] Payment Guaranty (Non-Casden Guarantors) [Form] (48K) Doc #265494: Click preview link for longer preview. FORM OF PAYMENT GUARANTY (NON-CASDEN GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC., ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"). Factual Background The Lenders intend to make a $287,000,000 credit facility available to 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 as "BORROWERS"), in accordance with the Interim Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "Facility" shall refer to the credit facility available to the Borrowers under the Credit Agreement. Guaranty 1. Guaranty of Loan; Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. Loan. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest (including post-petition interest in any proceeding under debtor relief laws at the rate or in the amount otherwise applicable thereto whether or not such interest is an allowed claim in any such proceeding), prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. H-2-1 {PAGE} Rights of Administrative Agent and the Lenders. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. Administrative Agent or any Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Indebtedness or this Guaranty, and Administrative Agent or any Lender may also bid at any such sale. Administrative Agent or any Lender may apply any payments or recoveries from Borrowers, Guarantors or any other source, and any proceeds of any security, to Borrowers' obligations under the Loan Documents in such manner, order and priority as Administrative Agent or such Lender may elect, whether or not those obligations are guarantied by this Guaranty or secured at the time of the application. Administrative Agent or any Lender may release Borrowers of their liability for the Indebtedness or any part of it. Administrative Agent or any Lender may substitute, add or release any one or more Guarantors, other guarantors or endorsers. In addition to the Indebtedness, Administrative Agent or any Lender may extend other credit to Borrowers, and may take and hold security for the credit so extended, all without affecting any Guarantor's liability under this Guaranty. Guaranty to be Absolute. Each Guarantor expressly agrees that until the Indebtedness is paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, such Guarantor shall not be released by or because of: Any act or event (other than payment and performance in full of the Indebtedness) which might otherwise discharge, reduce, limit or modify such Guarantor's obligations under this Guaranty; Any waiver, extension, modification, forbearance, delay or other act or omission of Administrative Agent or any Lender, or its failure to proceed promptly or otherwise as against Borrowers, any Guarantor or any security; 265494	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty (Non-Casden Guarantors) [Form]: Apartment Investment and Management – facility available to 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 as "BORROWERS"), in accordance with the Interim _____________ dt 152535 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty (Non-Casden Guarantors) [Form]: AIMCO Properties, L.P., – L.P. By: Ambassador IX, Inc., its general partner By: /s/ PETER K. KOMPANIEZ -------------------------------------------- Peter K. Kompaniez President AMBASSADOR APARTMENTS, L.P. By: AIMCO Properties, L.P., as its general partner By: AIMCO-GP, Inc., its general partner By: /s/ PETER K. KOMPANIEZ ----------------------------------- Peter K. Kompaniez President AMBASSADOR X, _____________ dt 194043 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Payment Guaranty (Non-Casden Guarantors) [Form]: Lehman Brothers Inc – AGREEMENT"), dated as of the date hereof, by and among Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender), and Lehman Brothers Inc ., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to time party thereto. Capitalized terms used but not defined _____________ dt 172611 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Payment Guaranty (Non-Casden Guarantors) [Form]: LEHMAN COMMERCIAL PAPER INC – CASDEN GUARANTORS) This PAYMENT GUARANTY ("GUARANTY") is made as of March 11, 2002, by the undersigned entities (each a "GUARANTOR") in favor of LEHMAN COMMERCIAL PAPER INC ., ("LCPI"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) ( _____________ dt 172566 ; NHP Management Company
Preview Full Doc	2001	Payment Guaranty of REIT and of Preferred Stock Subsidiaries Payment Guaranty of REIT and of Preferred Stock Subsidiaries (34K) Doc #265509: Click preview link for longer preview. PAYMENT GUARANTY OF REIT AND OF PREFERRED STOCK SUBSIDIARIES This PAYMENT GUARANTY ("GUARANTY") is made as of November 6, 2001, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as hereinafter defined) (in such capacities, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT") (AIMCO, AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"), in accordance with the Third Amended and Restated Credit Agreement (the "CREDIT AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors and the Guarantors (other than the REIT) have provided this Guaranty in return for Borrowers' payment of a guarantee fee. In addition, certain Subsidiaries of Guarantors (other than the REIT) will be providing a guaranty for which Guarantors (other than the REIT) have been paid a guarantee fee. Capitalized terms used but not defined herein will have the meanings set forth in the Credit Agreement. As used herein, the term "FACILITY" shall refer individually to each of the credit facilities available to the Borrowers under the Credit Agreement. Guaranty 1. Guaranty of Loan. (a) Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses. 1 {PAGE} (b) AIMCO/Bethesda Holdings Inc. Notwithstanding that AIMCO/Bethesda is a "Borrower" pursuant to the Credit Agreement, if Administrative Agent for any reason determines that AIMCO/Bethesda is or may be construed as a guarantor or a surety in respect of the Indebtedness instead of a Borrower with respect thereto, then AIMCO/Bethesda shall be for all purposes hereunder a Guarantor, and, without limiting the generality of the foregoing, shall have all of the obligations and liabilities of a Guarantor hereunder. 2. Loan. In this Guaranty, the term "Indebtedness" is broadly defined to mean and include all primary, secondary, direct, indirect, fixed and contingent obligations of Borrowers to pay principal, interest, prepayment charges, breakage costs, late charges, loan fees and any other fees, charges, sums, costs and expenses that may be owing at any time under the Loan Documents, as any or all of such obligations may from time to time be modified, amended, extended or renewed. If the amount outstanding under the Indebtedness is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on each Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made or not. 3. Rights of Administrative Agent and the Lenders. Each Guarantor authorizes Administrative Agent or any Lender to perform any or all of the following acts at any time in its sole discretion, all without notice to such Guarantor and without affecting such Guarantor's obligations under this Guaranty: (a) Administrative Agent or the Requisite Lenders may alter any terms of the Indebtedness or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Indebtedness or any part of it. (b) Administrative Agent or any Lender may take and hold security for the Indebtedness or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security in accordance with the terms of the Indebtedness. (c) Administrative Agent or any Lender may direct the order and manner of any sale of all or any part of any security now or later to be held for the Indebtedness or this Guaranty, and Administrative Agent or any Lender may also bid at any such sale. (d) Administrative Agent or any Lender may apply any payments or recoveries from Borrowers, Guarantors or any other source, and any proceeds of any security, to Borrowers' obligations under the Loan Documents in such manner, order and priority as Administrative Agent or such Lender may elect, whether or not those obligations are guarantied by this Guaranty or secured at the time of the application. (e) Administrative Agent or any Lender may release Borrowers of their liability for the Indebtedness or any part of it. (f) Administrative Agent or any Lender may substitute, add or release any one or more Guarantors, other guarantors or endorsers. 265509	AIMCO Apartment Investment & Management Co. As referenced in this Payment Guaranty of REIT and of Preferred Stock Subsidiaries: APARTMENT INVESTMENT AND MANAGEMENT – blank] 10 {PAGE} IN WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty as of the date on the first page. GUARANTOR: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Peter K. Kompaniez ------------------------------- Peter K. Kompaniez President AIMCO/BETHESDA HOLDINGS, INC. By: /s/ Peter K. Kompaniez ------------------------------- Peter K. Kompaniez President _____________ dt 152544 ; Aimco Properties Aimco Properties, LP As referenced in this Payment Guaranty of REIT and of Preferred Stock Subsidiaries: AIMCO Properties L.P. – in such capacities, "ADMINISTRATIVE AGENT"). Factual Background The Lenders have made or intend to make a $400,000,000 credit facility available to 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 _____________ dt 227452 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Payment Guaranty of REIT and of Preferred Stock Subsidiaries: Banc of America Securities LLC – by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager, and the other Lenders _____________ Banc of America Securities LLC – Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC , as Sole Book Manager, and the other Lenders from time to time party thereto. In connection with the Credit Agreement, the Borrowers _____________ dt 167286 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Payment Guaranty of REIT and of Preferred Stock Subsidiaries: BANK OF AMERICA, N.A. – STOCK SUBSIDIARIES This PAYMENT GUARANTY ("GUARANTY") is made as of November 6, 2001, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the lenders ("LENDERS") from time to time party to the Credit Agreement (as _____________ BANK OF AMERICA, N.A. – PAGE} Address Where Notices are to be Sent: To Guarantor: 2000 S. Colorado Boulevard Suite 2-1000 Denver, Colorado 90071 To Administrative Agent: BANK OF AMERICA, N.A. Real Estate Group-Structured Debt CA9-706-06-02 555 South Flower Street, 6th Floor Los Angeles, California 90071 To Lenders: Per _____________ dt 168524 ; First Union First Union National Bank ( Financial ) As referenced in this Payment Guaranty of REIT and of Preferred Stock Subsidiaries: First Union National Bank – AGREEMENT"), dated as of the date hereof, by and among Borrowers, Bank of America (as Administrative Agent), Fleet National Bank (as Syndication Agent), First Union National Bank (as Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc., as Co-Lead Arrangers and Banc of America Securities LLC, _____________ dt 184748 ; More...
Preview Full Doc	2002	Placement Agency Agreement Placement Agency Agreement (108K) Doc #265466: Click preview link for longer preview. APARTMENT INVESTMENT AND MANAGEMENT COMPANY (a Maryland corporation) PLACEMENT AGENCY AGREEMENT March 21, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: Apartment Investment and Management Company, a Maryland corporation (the "COMPANY"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MERRILL LYNCH" or the "PLACEMENT AGENT"), to act as exclusive placement agent for the Company, from the date of this agreement (the "AGREEMENT") through the Closing Time (as defined below) (the "ENGAGEMENT PERIOD"), with respect to the issue and sale by the Company to, and the purchase by, Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation, and Cohen and Steers Equity Income Fund, Inc., a Maryland corporation (together, the "FUND"), of a total of 1,000,000 shares of the Company's Class R Cumulative Preferred Stock, par value $0.01 per share (the "SECURITIES"). The Securities will be issued by the Company to the Fund in an aggregate principal amount of $25,770,000. In acting as the Placement Agent, Merrill Lynch will seek to place the securities with the Fund on a reasonable best efforts basis, acting as the Company's agent and not as a principal in the placement of the Securities. Merrill Lynch may separately engage, at its own expense and with the prior approval of the Company, sub-agents as it may deem necessary or appropriate. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-3 (No. 333-71452) for the registration of the Securities and certain other securities of the Company under the Securities Act of 1933, as amended (the "1933 ACT"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 ACT RULES AND REGULATIONS"). Such registration statement has been declared effective by the Commission and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement and each such post-effective amendment has been declared effective by the Commission. Such registration statement (as so amended, if applicable), including the information, if any, deemed to be a part thereof pursuant to Rule 434(d) of the 1933 Act Rules and Regulations (the "RULE 434 INFORMATION"), is referred to herein as the "Registration Statement"; and the final prospectus and the final prospectus supplement relating 1 {PAGE} to the offering of the Securities, in the form first furnished to the Placement Agent by the Company for use in connection with the offering of the Securities, are collectively referred to herein as the "Prospectus"; provided, however, that all references to the "Registration Statement" and the Prospectus" shall also be deemed to include all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the "1934 ACT"), prior to the execution of this Agreement; provided, further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Rules and Regulations (the "RULE 462(b) REGISTRATION STATEMENT"), then, after such filing, all references to "Registration Statement" shall also be deemed to include the Rule 462 Registration Statement; and provided, further, that if the Company elects to rely upon Rule 434 of the 1933 Act Rules and Regulations, then all references to "Prospectus" shall also be deemed to include the final or preliminary prospectus and the applicable term sheet or abbreviated term sheet (the "TERM SHEET"), as the case may be, in the form first furnished to the Placement Agent by the Company in reliance upon Rule 434 of the 1933 Act Rules and Regulations, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. A "preliminary prospectus" shall be deemed to refer to any prospectus used before the Registration Statement became effective and any prospectus that omitted, as applicable, the Rule 434 Information or other information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Rules and Regulations and was used after such effectiveness. For purposes of this Agreement, all references to the Registration Statement, Prospectus, Term Sheet or preliminary prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR") All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act, which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. As used herein, the term "Subsidiary" means a corporation or a partnership a majority of the outstanding voting stock, partnership or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company, AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), or by one or more other Subsidiaries of the Company or the Operating Partnership. Section 1. Representations and Warranties. (a) Representations and Warranties. The Company and the Operating Partnership, jointly and severally, represent and warrant to and agree with the Placement Agent that: 265466	AIMCO Apartment Investment & Management Co. As referenced in this Placement Agency Agreement: APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}d95361ex1-2.txt {DESCRIPTION}PLACEMENT AGENCY AGREEMENT {TEXT} {PAGE} EXHIBIT 1.2 APARTMENT INVESTMENT AND MANAGEMENT COMPANY (a Maryland corporation) PLACEMENT AGENCY AGREEMENT Dated: March 21, 2002 {PAGE} APARTMENT INVESTMENT AND MANAGEMENT COMPANY (a Maryland corporation) PLACEMENT AGENCY AGREEMENT _____________ APARTMENT INVESTMENT AND MANAGEMENT – AGENCY AGREEMENT {TEXT} {PAGE} EXHIBIT 1.2 APARTMENT INVESTMENT AND MANAGEMENT COMPANY (a Maryland corporation) PLACEMENT AGENCY AGREEMENT Dated: March 21, 2002 {PAGE} APARTMENT INVESTMENT AND MANAGEMENT COMPANY (a Maryland corporation) PLACEMENT AGENCY AGREEMENT March 21, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial _____________ Apartment Investment and Management – Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: Apartment Investment and Management Company, a Maryland corporation (the "COMPANY"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MERRILL LYNCH" or the " _____________ Apartment Investment and Management – York, New York 10281-1201, attention of David Khoury; notices to the Company and the Operating Partnership shall be directed to it at Apartment Investment and Management Company, Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, attention of Mr. Paul McAuliffe. Section 11. Parties. _____________ APARTMENT INVESTMENT AND MANAGEMENT – will become a binding agreement among the Placement Agent, the Company and the Operating Partnership in accordance with its terms. Very truly yours, APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe ------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO- _____________ dt 152525 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Placement Agency Agreement: AIC REIT Properties LLC – GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A., as Administrative Agent for and representative of the financial institutions party to _____________ AIC REIT Properties LLC – GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Lehman Commercial Paper, Inc., as Administrative Agent for and respective of the financial institutions party to the _____________ dt 278500 ; Aimco Properties Aimco Properties, LP As referenced in this Placement Agency Agreement: AIMCO Properties, L.P., – voting stock, partnership or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company, AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), or by one or more other Subsidiaries of the Company or the Operating Partnership. Section _____________ AIMCO PROPERTIES, L.P. – truly yours, APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe ------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its general partner By: /s/ Paul J. McAuliffe ------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial _____________ AIMCO Properties, L.P. – SCHEDULE I SPECIFIED SUBSIDIARIES Delaware Corporations 1. AIMCO-GP, Inc. 2. AIMCO-LP, Inc. 3. AIMCO/Bethesda Holdings, Inc. Delaware Limited Partnerships 1. AIMCO Properties, L.P. 2. Casden Properties Operating Partnership, L.P. D.C. Corporations 1. NHP Management Company I-1 {PAGE} EXHIBIT A FORM OF OPINION _____________ AIMCO Properties, L.P. – on Schedule A under the caption "Delaware corporation" (collectively, the "Delaware Corporations") has been duly incorporated under the Delaware General Corporation Law ("DGCL"). AIMCO Properties, L.P. has been duly organized or formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). NHP Management Company has _____________ dt 194035 ;	Casden Casden Properties Inc. ( Real Estate ) As referenced in this Placement Agency Agreement: Casden Properties – Letter (the "CASDEN DISCLOSURE LETTER") to the Agreement and Plan of Merger, dated as of December 3, 2001, by and among the Company, Casden Properties Inc. ("CASDEN") and XYZ Holdings LLC have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as _____________ Casden Properties – Corporations 1. AIMCO-GP, Inc. 2. AIMCO-LP, Inc. 3. AIMCO/Bethesda Holdings, Inc. Delaware Limited Partnerships 1. AIMCO Properties, L.P. 2. Casden Properties Operating Partnership, L.P. D.C. Corporations 1. NHP Management Company I-1 {PAGE} EXHIBIT A FORM OF OPINION OF SKADDEN, ARPS, SLATE, _____________ Casden Properties – the Operating Partnership, for units of limited partnership held by third parties. All of the outstanding units of limited partnership interests issued by Casden Properties Operating Partnership, L.P. have been validly issued and, to the best of my knowledge, are owned of record by the Operating Partnership _____________ Casden Properties – Holdings, Inc., AIMCO GP, Inc., AIMCO GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A., as Administrative Agent for and _____________ Casden Properties – Holdings, Inc., AIMCO GP, Inc., AIMCO GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Lehman Commercial Paper, Inc., as Administrative Agent for and respective _____________ dt 230052 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Placement Agency Agreement: Bank of America N.A. – LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A. , as Administrative Agent for and representative of the financial institutions party to the Fourth Amended and Restated Credit Agreement, dated as of _____________ Bank of America N.A. – Credit Agreement, dated as of March 11, 2002, by and among the Company, the Operating Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. , Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, and (ii) certain of the shares of Series _____________ dt 168636 ; More...
Preview Full Doc	2003	Underwriting Agreement [Form] Underwriting Agreement [Form] (91K) Doc #265343: Click preview link for longer preview. APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) July 16, 2003 From time to time, Apartment Investment and Management Company, a Maryland corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as this Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Equity Securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Equity Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). The term "Registration Statement" means such registration statement, including the exhibits thereto, as amended to the date of this Agreement. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Equity Securities, together with the Basic Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: (a) The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were 1 made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Manager expressly for use therein. (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole. "Subsidiary" means a corporation, partnership, limited liability company or trust, a majority of the outstanding voting stock, partnership, membership interests or beneficial interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company, the Operating Partnership or by one or more other Subsidiaries of the Company or the Operating Partnership. (d) Each Subsidiary of the Company is a corporation, limited partnership, limited liability company or trust, as the case may be, duly organized or formed, is validly existing in good standing under the laws of the jurisdiction of its organization or formation, has the corporate, limited partnership, limited liability company or trust power and authority, as the case may be, to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be in good standing, to have such power and authority or to be so qualified would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole; all of the issued shares of capital stock, partnership interests, limited liability company membership interests or trust beneficial interests, as the case may be, of each Subsidiary of the Company or created by agreements to which such Subsidiaries are parties (i) have been duly and validly authorized and issued (and in the case of capital stock are fully paid and non-assessable) and (ii) are owned or held, directly or indirectly, by the Company free and clear of any security interest, lien, adverse claim, equity or other encumbrance (each of the foregoing, a "Lien"), other than Liens described in the Registration Statement or the Prospectus, except with respect to clause (i) and (ii) above, where the failure of such shares of capital stock, partnership interests, limited liability company membership interests or trust beneficial interests being duly and validly authorized or the existence of such Liens would not, singly or in the aggregate, have a material adverse effect on the Company and the Subsidiaries, taken as a whole. (e) This Agreement has been duly authorized, executed and delivered by each of the Company and the Operating Partnership. (f) The Company has an authorized capitalization as set forth in the Prospectus. All the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights; the Equity Securities have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; and the capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus. The preferred units to be issued by the Operating Partnership upon its receipt of the net proceeds from the sale of the Equity Securities (the "Preferred Units") have been duly authorized and, when issued to the Company, will be validly issued. Except as disclosed in the Registration Statement and the Prospectus, and except for options or other securities issued to employees, officers or directors of the Company, the Operating Partnership or a Subsidiary pursuant to a stock-based plan of the 265343	AIMCO Apartment Investment & Management Co. As referenced in this Underwriting Agreement [Form]: Apartment Investment and Management – a2115100zex-1_1.htm EX-1.1 QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 1.1 UNDERWRITING AGREEMENT July 16, 2003 Apartment Investment and Management Company 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 AIMCO Properties, L.P. 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 _____________ Apartment Investment and Management – behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 6,000,000 shares of its 8.00% Class _____________ Apartment Investment and Management – time and date of such payment and delivery are hereinafter referred to as the "Closing Date." All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated July 16, 2003, a copy of which is attached hereto, are herein incorporated _____________ APARTMENT INVESTMENT AND MANAGEMENT – and the several Underwriters named herein By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ JEFFREY GASS Name: Jeffrey Gass Title: Senior Vice President Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PAUL MCAULIFFE Name: Paul McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, _____________ APARTMENT INVESTMENT AND MANAGEMENT – AIMCO-GP, INC., its General Partner By: /s/ PAUL MCAULIFFE Name: Paul McAuliffe Title: Executive Vice President and Chief Executive Officer UA-3 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) July 16, 2003 From time to time, Apartment Investment and Management Company, a Maryland _____________ dt 152477 ; Advest Advest, Inc. ( Miscellany ) As referenced in this Underwriting Agreement [Form]: Advest, Inc – Inc. 1,060,000 UBS Securities LLC 1,060,000 McDonald Investments, Inc. 200,000 U.S. Bancorp Piper Jaffray Inc. 200,000 Advest, Inc . 20,000 Banc of America Securities LLC 20,000 BB&T Capital Markets, a division of Scott & Stringfellow, Inc. 20,000 Fahnestock & _____________ dt 197288 ; AIC REIT AIC REIT Properties LLC ( Real Estate ) As referenced in this Underwriting Agreement [Form]: AIC REIT Properties LLC – GP LA, L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., LAC Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A., as Administrative Agent for and representative of the financial institutions party to _____________ dt 278495 ;	Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement [Form]: AIMCO Properties, L.P. – document EXHIBIT 1.1 UNDERWRITING AGREEMENT July 16, 2003 Apartment Investment and Management Company 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 AIMCO Properties, L.P. 4582 South Ulster Parkway Suite 1100 Denver, Colorado 80237 Ladies and Gentlemen: We (the "Manager") are acting on behalf of the underwriter _____________ AIMCO PROPERTIES, L.P. – Vice President Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PAUL MCAULIFFE Name: Paul McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ PAUL MCAULIFFE Name: Paul McAuliffe Title: Executive Vice President and Chief Executive Officer _____________ AIMCO Properties, L.P., – with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: ( _____________ dt 194012 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement [Form]: Banc of America Securities LLC – UBS Securities LLC 1,060,000 McDonald Investments, Inc. 200,000 U.S. Bancorp Piper Jaffray Inc. 200,000 Advest, Inc. 20,000 Banc of America Securities LLC 20,000 BB&T Capital Markets, a division of Scott & Stringfellow, Inc. 20,000 Fahnestock & Co. Inc. 20,000 Ferris, Baker Watts, _____________ dt 167280 ; More...
Preview Full Doc	2002	Underwriting Agreement Underwriting Agreement (27K) Doc #265436: Click preview link for longer preview. UNDERWRITING AGREEMENT May 30, 2002 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Ladies and Gentlemen: We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 8,000,000 shares of its Class A Common Stock, $0.01 par value per share (the "Initial Equity Securities"). The Company also proposes to issue and sell to the Underwriters not more than 1,200,000 additional shares of its Class A Common Stock, $0.01 par value per share (the "Equity Optional Securities," and together with the Initial Equity Securities, the "Equity Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Initial Equity Securities set forth below opposite their names at a purchase price of $46.17 per share of Equity Security: On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company also agrees to sell the Underwriters the Equity Optional Securities, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 1,200,000 of Equity Optional Securities. If the Underwriters elect to exercise such option, the Manager, on behalf of the Underwriters, shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Equity Optional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Equity Optional Securities may be purchased as provided solely for the purpose of covering overallotments made in connection with the offering of the Equity Securities. If any Equity Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Equity Optional Securities (subject to such adjustments to eliminate {PAGE} fractional shares as the Manager may determine) that bears the same proportion to the total number of Equity Optional Securities to be purchased as the number of Initial Equity Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Equity Securities to be purchased. {Table} {Caption} NUMBER OF INITIAL NAME EQUITY SECURITIES {S} {C} Morgan Stanley & Co. Incorporated 8,000,000 ---------- Total........................................... 8,000,000 {/Table} The Underwriters will pay for the Equity Securities upon delivery thereof at Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois at 10:00 a.m. (New York City time) on June 5, 2002, or at such other time, not later than 5:00 p.m. (New York City time) on June 15, 2002, as shall be designated by the Manager. The time and date of such payment and delivery are hereinafter referred to as the "Closing Date." The Underwriters will pay for the Equity Optional Securities upon delivery thereof at Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois at 10:00 a.m. (New York City time) on such date and at such time as specified in the notice from the Underwriters referred to above. The time and date of such payment and delivery are hereinafter referred to as the "Option Closing Date." All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated May 30, 2002 (the "Underwriting Agreement"), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. In addition to the conditions specified in Section 4 of the Underwriting Agreement, the obligations of the Underwriters to purchase the Equity Securities are subject to the condition that each of the directors and executive officers of the Company shall have delivered to the Underwriters a "lock-up" agreement substantially in the form attached hereto as Exhibit A. 265436	AIMCO Apartment Investment & Management Co. ; Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement: AIMCO Properties, L.P. – AGREEMENT DATED MAY 30, 2002 {TEXT} {PAGE} EXHIBIT 1.1 UNDERWRITING AGREEMENT May 30, 2002 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Ladies and Gentlemen: We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below ( _____________ AIMCO PROPERTIES, L.P. – s/ GREGORY RUSH ----------------------------------------- Name: Gregory Rush Title: Vice President Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PAUL MCAULIFFE ------------------------ Name: Paul McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ PAUL MCAULIFFE ------------------------ Name: Paul McAuliffe Title: Executive Vice President and Chief Financial Officer {PAGE} EXHIBIT A FORM OF LOCK-UP _____________ AIMCO Properties, L.P. – of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P. , a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: (a) The Company and the transactions contemplated _____________ AIMCO Properties, L.P. – i) Each of the Specified Subsidiaries listed on Schedule A under the caption "Delaware corporation" (collectively, the "Delaware Corporations") has been duly incorporated under the Delaware General Corporation Law ("DGCL"). AIMCO Properties, L.P. has been duly organized or formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). NHP Management Company has been duly incorporated under the laws _____________ AIMCO Properties, L.P. – a part of this Agreement. 26 {PAGE} SCHEDULE I SPECIFIED SUBSIDIARIES Delaware Corporations 1. AIMCO-GP, Inc. 2. AIMCO-LP, Inc. 3. AIMCO/Bethesda Holdings, Inc. Delaware Limited Partnerships 1. AIMCO Properties, L.P. 2. Casden Properties Operating Partnership, L.P. D.C. Corporations 1. NHP Management Company 27 {/TEXT} {/DOCUMENT} _____________ dt 1536526 ; Ramco-Gershenson Ramco-Gershenson Properties Trust ( Real Estate ) ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Underwriting Agreement: Bank of America N.A. – L.P., AIMCO Investment Services, Inc., AIMCO LA QRS, Inc., AIMCO LP LA, L.P., Casden Properties Operating Partnership, L.P., AIC REIT Properties LLC and NHP Management Company) and Bank of America N.A. , as Administrative Agent for and representative of the financial institutions party to the Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among the _____________ Bank of America N.A. – party to the Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among the Company, the Operating Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. , Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, and (ii) a Borrowers Pledge Agreement, dated as of March 11, 2002, by and between _____________ dt 1553872 ; First Union First Union National Bank ( Financial ) As referenced in this Underwriting Agreement: First Union National Bank, – Agreement, dated as of March 11, 2002, by and among the Company, the Operating Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, and (ii) a Borrowers Pledge Agreement, dated as of March 11, 2002, by and between the Pledgors and Lehman Commercial Paper, Inc., _____________ dt 1464216 ; More...
Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (109K) Doc #265538: Click preview link for longer preview. UNDERWRITING AGREEMENT July 27, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: Subject to the terms and conditions set forth or incorporated by reference herein, Apartment Investment and Management Company, a Maryland corporation (the "Company"), hereby agrees to sell to Morgan Stanley & Co. Incorporated (the "Underwriter"), and the Underwriter agrees to purchase from the Company, 800,000 shares of the Company's Class R Cumulative Preferred Stock, par value $0.01 per share (the "Equity Securities"). The Underwriter will pay for the Equity Securities upon delivery thereof at Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois at 10:00 a.m. (New York City time) on August 1, 2001 or at such other time, not later than 5:00 p.m. (New York City time) on August 8, 2001 as shall be designated by the Underwriter. All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated July 17, 2001, a copy of which is attached hereto, are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not being offered shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. {PAGE} 2 Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco ----------------------------- Name: Michael Fusco Title: Executive Director Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer 2 {PAGE} 3 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) July 17, 2001 From time to time, Apartment Investment and Management Company, a Maryland corporation (the "COMPANY"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "UNDERWRITING AGREEMENT"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as this Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement, including a prospectus, relating to the Equity Securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "PROSPECTUS SUPPLEMENT") specifically relating to the Equity Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The term "REGISTRATION STATEMENT" means such registration statement, including the exhibits thereto, as amended to the date of this Agreement. The term "BASIC PROSPECTUS" means the prospectus included in the Registration Statement. The term "PROSPECTUS" means the Basic Prospectus together with the Prospectus Supplement. The term "PRELIMINARY PROSPECTUS" means a preliminary prospectus supplement specifically relating to the Equity Securities, together with the Basic Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "SUPPLEMENT," "AMENDMENT" and "AMEND" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: (a) The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the 265538	AIMCO Apartment Investment & Management Co. As referenced in this Underwriting Agreement: Apartment Investment and Management – 3 {FILENAME}d89450ex1-1.txt {DESCRIPTION}UNDERWRITING AGREEMENT, DATED JULY 27, 2001 {TEXT} {PAGE} 1 EXHIBIT 1.1 UNDERWRITING AGREEMENT July 27, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, _____________ Apartment Investment and Management – Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: Subject to the terms and conditions set forth or incorporated by reference herein, Apartment Investment and Management Company, a Maryland corporation (the "Company"), hereby agrees to sell to Morgan Stanley & Co. Incorporated (the "Underwriter"), and the Underwriter agrees to purchase _____________ Apartment Investment and Management – m. (New York City time) on August 8, 2001 as shall be designated by the Underwriter. All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated July 17, 2001, a copy of which is attached hereto, are incorporated herein _____________ APARTMENT INVESTMENT AND MANAGEMENT – the space set forth below. Very truly yours, MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco ----------------------------- Name: Michael Fusco Title: Executive Director Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: _____________ APARTMENT INVESTMENT AND MANAGEMENT – its General Partner By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer 2 {PAGE} 3 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) July 17, 2001 From time to time, Apartment Investment and Management Company, a Maryland _____________ dt 152553 ; Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement: AIMCO Properties, L.P. – EXHIBIT 1.1 UNDERWRITING AGREEMENT July 27, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: Subject to the terms and conditions set forth _____________ AIMCO PROPERTIES, L.P. – Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Executive Vice President and Chief _____________ AIMCO Properties, L.P., – with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: ( _____________ AIMCO Properties, L.P. – on Schedule A under the caption "Delaware corporation" (collectively, the "Delaware Corporations") has been duly incorporated under the Delaware General Corporation Law ("DGCL"). AIMCO Properties, L.P. has been duly organized or formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). NHP Management Company has _____________ dt 194061 ; Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Underwriting Agreement: Morgan Stanley & Co – conditions set forth or incorporated by reference herein, Apartment Investment and Management Company, a Maryland corporation (the "Company"), hereby agrees to sell to Morgan Stanley & Co . Incorporated (the "Underwriter"), and the Underwriter agrees to purchase from the Company, 800,000 shares of the Company's Class R Cumulative _____________ MORGAN STANLEY & CO – confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, MORGAN STANLEY & CO . INCORPORATED By: /s/ Michael Fusco ----------------------------- Name: Michael Fusco Title: Executive Director Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- _____________ Morgan Stanley & Co – s class A common stock, par value $.01 per share, is listed, for a period of three years following the Closing Date, unless Morgan Stanley & Co . Incorporated consents to the termination of such listing, which consent shall not be unreasonably withheld. (i) For a period of thirty (30) _____________ dt 183743 ;	Mayer Brown Mayer, Brown, Rowe & Maw ( Legal ) As referenced in this Underwriting Agreement: Mayer, Brown – Preferred Stock, par value $0.01 per share (the "Equity Securities"). The Underwriter will pay for the Equity Securities upon delivery thereof at Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois at 10:00 a.m. (New York City time) on August 1, 2001 or at _____________ Mayer, Brown – or excluded therefrom or the exhibits to the Registration Statement. (g) The Underwriters shall have received on the Closing Date an opinion of Mayer, Brown & Platt, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 4(c)(i), 4(c)( _____________ Mayer, Brown – 22 With respect to the paragraph immediately following Section 4(c)(ix) and 4(f)(viii) above, Skadden Arps, Slate, Meagher & Flom LLP, Mayer, Brown & Platt and Joel F. Bonder may state that their opinion and belief are based upon their participation in the preparation of the _____________ Mayer, Brown – specified. With respect to the paragraph immediately following Section 4(c)(ix) and 4(f)(viii) above, Skadden Arps, Slate, Meagher & Flom LLP, Mayer, Brown & Platt and Joel F. Bonder may state that their opinion and belief are based upon their participation in the preparation of the _____________ dt 160225 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Underwriting Agreement: Skadden, Arps – best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Skadden, Arps , Slate, Meagher & Flom LLP, outside counsel for the Company, dated the Closing Date, to the effect that: (i) This Agreement has been _____________ Skadden, Arps – Company or any of its properties is subject. (e) The Underwriters shall also be furnished with a copy of the tax opinion of Skadden, Arps , Slate, Meagher & Flom LLP, dated the Closing Date and addressed to the Company, to the effect that: (i) Commencing with the Company' _____________ Skadden Arps, – Section 4(c)(ix). 19 {PAGE} 22 With respect to the paragraph immediately following Section 4(c)(ix) and 4(f)(viii) above, Skadden Arps, Slate, Meagher & Flom LLP, Mayer, Brown & Platt and Joel F. Bonder may state that their opinion and belief are based upon their _____________ Skadden Arps, – independent check or verification, except as specified. With respect to the paragraph immediately following Section 4(c)(ix) and 4(f)(viii) above, Skadden Arps, Slate, Meagher & Flom LLP, Mayer, Brown & Platt and Joel F. Bonder may state that their opinion and belief are based upon their _____________ Skadden Arps, – of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. The opinions of Skadden Arps, Slate, Meagher & Flom LLP, Piper Marbury Rudnick & Wolfe LLP and Joel F. Bonder described in Sections 4(c), 4(d) and 4( _____________ dt 171931
Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (116K) Doc #265543: Click preview link for longer preview. UNDERWRITING AGREEMENT July 17, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 3,600,000 of its Class R Cumulative Preferred Stock, par value $0.01 per share (the "Initial Equity Securities"). The Company also proposes to issue and sell to the Underwriters not more than 540,000 additional shares of its Class R Cumulative Preferred Stock, par value $0.01 per share (the "Equity Optional Securities," and together with the Initial Equity Securities, the "Equity Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Initial Equity Securities set forth below opposite such Underwriter's names at a purchase price of $25 per share of Equity Security: {TABLE} {CAPTION} Name Number of Initial Equity Securities {S} {C} Morgan Stanley & Co. Incorporated 562,500 Prudential Securities Incorporated 562,500 Raymond James & Associates, Inc. 562,500 UBS Warburg LLC 562,500 Bear, Stearns & Co. Inc. 180,000 Robertson Stephens, Inc. 180,000 Tucker Anthony Incorporated 180,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Advest Inc. 45,000 A.G. Edwards & Sons, Inc. 45,000 BB&T Capital Markets, a Division of Scott & Stringfellow 45,000 CIBC World Markets Corp. 45,000 CL King & Associates, Inc. 45,000 Fahnestock & Co. Inc. 45,000 Ferris, Baker Watts Inc. 45,000 Janney Montgomery Scott LLC 45,000 Josephthal & Co. Inc. 45,000 McDonald Investments Inc., a KeyCorp Company 45,000 Mesirow Financial, Inc. 45,000 The Robinson-Humphrey Company, LLC 45,000 Ryan, Beck & Co. LLC 45,000 Southwest Securities, Inc. 45,000 Stifel, Nicolaus & Company Incorporated 45,000 US Bancorp Piper Jaffray Inc. 45,000 Wells Fargo Van Kasper, LLC 45,000 The Williams Capital Groups, L.P. 45,000 ------ Total 3,600,000 ========= {/TABLE} On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company also agrees to sell the Underwriters the Equity Optional Securities, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 540,000 of Equity Optional Securities. If the Underwriters elect to exercise such option, the Underwriters shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Equity Optional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Equity Optional Securities may be purchased as provided solely for the purpose of covering overallotments made in connection with the offering of the Equity Securities. If any Equity Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Equity Optional Securities (subject to such adjustments to eliminate fractional shares as the Manager may determine) that bears the same proportion to the total number of Equity Optional Securities to be purchased as the number of Initial Equity Securities set forth above opposite the name of such Underwriter bears to the total number of Initial Equity Securities to be purchased. The Underwriters will pay for the Equity Securities upon delivery thereof at Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois at 10:00 a.m. (New York City time) on July 20, 2001, or at such other time, not later than 5:00 p.m. (New York City time) on July 27, 265543	AIMCO Apartment Investment & Management Co. As referenced in this Underwriting Agreement: Apartment Investment and Management – 2 {FILENAME}d89226ex1-1.txt {DESCRIPTION}UNDERWRITING AGREEMENT DATED JULY 17, 2001 {TEXT} {PAGE} 1 EXHIBIT 1.1 UNDERWRITING AGREEMENT July 17, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, _____________ Apartment Investment and Management – behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 3,600,000 of its Class R Cumulative Preferred _____________ Apartment Investment and Management – and date of such payment and delivery are hereinafter referred to as the "Option Closing Date." All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated July 17, 2001, a copy of which is attached hereto, are incorporated herein _____________ APARTMENT INVESTMENT AND MANAGEMENT – INCORPORATED Acting on behalf of itself and the several Underwriters named herein By: /s/ Michael Fusco ------------------------------- Name: Michael Fusco Title: Executive Director Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe -------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO- _____________ APARTMENT INVESTMENT AND MANAGEMENT – GP, INC., its General Partner By: /s/ Paul J. McAuliffe -------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial Officer {PAGE} 5 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) July 17, 2001 From time to time, Apartment Investment and Management Company, a Maryland _____________ dt 152557 ; Advest Advest, Inc. ( Miscellany ) As referenced in this Underwriting Agreement: Advest Inc – 500 Bear, Stearns & Co. Inc. 180,000 Robertson Stephens, Inc. 180,000 Tucker Anthony Incorporated 180,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Advest Inc . 45,000 A.G. Edwards & Sons, Inc. 45,000 BB&T Capital Markets, a Division of Scott & Stringfellow 45,000 CIBC World _____________ dt 197312 ; Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement: AIMCO Properties, L.P. – EXHIBIT 1.1 UNDERWRITING AGREEMENT July 17, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: We (the "Manager") are acting on behalf of _____________ AIMCO PROPERTIES, L.P. – Director Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe -------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ Paul J. McAuliffe -------------------------------------- Name: Paul J. McAuliffe Title: Executive Vice President, Chief Financial _____________ AIMCO Properties, L.P., – with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: ( _____________ AIMCO Properties, L.P. – on Schedule A under the caption "Delaware corporation" (collectively, the "Delaware Corporations") has been duly incorporated under the Delaware General Corporation Law ("DGCL"). AIMCO Properties, L.P. has been duly organized or formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). NHP Management Company has _____________ dt 194063 ;	Tucker Anthony Tucker Anthony Inc. ( Miscellany ) As referenced in this Underwriting Agreement: Tucker Anthony Inc – 500 Raymond James & Associates, Inc. 562,500 UBS Warburg LLC 562,500 Bear, Stearns & Co. Inc. 180,000 Robertson Stephens, Inc. 180,000 Tucker Anthony Inc orporated 180,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Advest Inc. 45,000 A.G. Edwards & Sons, Inc. 45,000 BB&T Capital _____________ dt 197479 ; A.G. Edwards A.G. Edwards & Sons, Inc. ( Investment Services ) As referenced in this Underwriting Agreement: A.G. Edwards & Sons, – Inc. 180,000 Robertson Stephens, Inc. 180,000 Tucker Anthony Incorporated 180,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Advest Inc. 45,000 A.G. Edwards & Sons, Inc. 45,000 BB&T Capital Markets, a Division of Scott & Stringfellow 45,000 CIBC World Markets Corp. 45,000 CL King & _____________ dt 162931 ; More...
Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (108K) Doc #265590: Click preview link for longer preview. UNDERWRITING AGREEMENT March 14, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell 2,200,000 of its Class Q Cumulative Preferred Stock, par value $0.01 per share (the "Initial Equity Securities"). The Company also proposes to issue and sell not more than 330,000 additional shares of its Class Q Cumulative Preferred Stock, par value $0.01 per share (the "Equity Optional Securities," and together with the Initial Equity Securities, the "Equity Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Initial Equity Securities set forth below opposite such Underwriter's names at a purchase price of $25 per share of Equity Security: {TABLE} {CAPTION} NAME NUMBER OF INITIAL EQUITY SECURITIES {S} {C} Morgan Stanley & Co. Incorporated 425,000 Prudential Securities Incorporated 425,000 Raymond James & Associates, Inc. 425,000 UBS Warburg LLC 425,000 Bear, Stearns & Co. Inc. 110,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Robertson Stephens, Inc. 110,000 Tucker Anthony Incorporated 110,000 Advest Inc. 10,000 BB&T Capital Markets, a Division of Scott & Stringfellow 10,000 CIBC World Markets Corp. 10,000 Deutsche Banc Alex. Brown Inc. 10,000 Fahnestock & Co. Inc. 10,000 Janney Montgomery Scott LLC 10,000 Josephthal & Co. Inc. 10,000 CL King & Associates, Inc. 10,000 McDonald Investments Inc., a KeyCorp Company 10,000 Mesirow Financial, Inc. 10,000 Parker/Hunter Incorporated 10,000 The Robinson-Humphrey Company, LLC 10,000 Southwest Securities, Inc. 10,000 Stifel, Nicolaus & Company Incorporated 10,000 US Bancorp Piper Jaffray Inc. 10,000 Wells Fargo/Van Kasper & Co. 10,000 WM Smith Securities Incorporated 10,000 Total 2,200,000 {/TABLE} On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company also agrees to sell the Underwriters the Equity Optional Securities, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 330,000 of Equity Optional Securities. If the Underwriters elect to exercise such option, the Underwriters shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Equity Optional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Equity Optional Securities may be purchased as provided solely for the purpose of covering overallotments made in connection with the offering of the Equity Securities. If any Equity Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Equity Optional Securities (subject to such adjustments to eliminate fractional shares as the Manager may determine) that bears the same proportion to the total number of Equity Optional Securities to be purchased as the number of Initial Equity Securities set forth above opposite the name of such Underwriter bears to the total number of Initial Equity Securities to be purchased. 265590	AIMCO Apartment Investment & Management Co. As referenced in this Underwriting Agreement: Apartment Investment and Management – 2 {FILENAME}d85312ex1-1.txt {DESCRIPTION}UNDERWRITING AGREEMENT DATED MARCH 14, 2001 {TEXT} {PAGE} 1 EXHIBIT 1.1 UNDERWRITING AGREEMENT March 14, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, _____________ Apartment Investment and Management – behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell 2,200,000 of its Class Q Cumulative Preferred Stock, par value $ _____________ Apartment Investment and Management – and date of such payment and delivery are hereinafter referred to as the "Option Closing Date." All provisions contained in the document entitled Apartment Investment and Management Company Form of Underwriting Agreement Standard Provisions (Equity Securities) dated March 14, 2001, a copy of which is attached hereto, are incorporated herein _____________ APARTMENT INVESTMENT AND MANAGEMENT – CO. INCORPORATED Acting on behalf of itself and the several Underwriters named herein By: /s/ Michael Fusco ----------------- Name: Michael Fusco Title: Principal Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its _____________ APARTMENT INVESTMENT AND MANAGEMENT – P. By: AIMCO-GP, INC., its General Partner By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Chief Financial Officer {PAGE} 5 APARTMENT INVESTMENT AND MANAGEMENT COMPANY FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES) March 14, 2001 From time to time, Apartment Investment and Management Company, a Maryland _____________ dt 152575 ; Advest Advest, Inc. ( Miscellany ) As referenced in this Underwriting Agreement: Advest Inc – 000 Bear, Stearns & Co. Inc. 110,000 {/TABLE} {PAGE} 2 {TABLE} {S} {C} Robertson Stephens, Inc. 110,000 Tucker Anthony Incorporated 110,000 Advest Inc . 10,000 BB&T Capital Markets, a Division of Scott & Stringfellow 10,000 CIBC World Markets Corp. 10,000 Deutsche Banc Alex. _____________ dt 197313 ; Aimco Properties Aimco Properties, LP As referenced in this Underwriting Agreement: AIMCO Properties, L.P. – EXHIBIT 1.1 UNDERWRITING AGREEMENT March 14, 2001 Apartment Investment and Management Company 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 AIMCO Properties, L.P. 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Dear Sirs and Mesdames: We (the "Manager") are acting on behalf of _____________ AIMCO PROPERTIES, L.P. – Michael Fusco Title: Principal Accepted: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Chief Financial Officer AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC., its General Partner By: /s/ Paul J. McAuliffe --------------------- Name: Paul J. McAuliffe Title: Chief Financial Officer {PAGE} 5 _____________ AIMCO Properties, L.P., – with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). 1. Representations and Warranties. The Company and AIMCO Properties, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and severally, represent and warrant to and agree with each of the Underwriters that: { _____________ AIMCO Properties, L.P. – on Schedule A under the caption "Delaware corporation" (collectively, the "Delaware Corporations") has been duly incorporated under the Delaware General Corporation Law ("DGCL"). AIMCO Properties, L.P. has been duly organized or formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). NHP Management Company has _____________ dt 194082 ;	CIBC World CIBC World Markets Corp. ( Financial ) As referenced in this Underwriting Agreement: CIBC World Markets Corp – Inc. 110,000 Tucker Anthony Incorporated 110,000 Advest Inc. 10,000 BB&T Capital Markets, a Division of Scott & Stringfellow 10,000 CIBC World Markets Corp . 10,000 Deutsche Banc Alex. Brown Inc. 10,000 Fahnestock & Co. Inc. 10,000 Janney Montgomery Scott LLC 10,000 Josephthal & Co. _____________ dt 187432 ; KeyCorp KeyCorp ( Regional Banks ) As referenced in this Underwriting Agreement: KeyCorp – Brown Inc. 10,000 Fahnestock & Co. Inc. 10,000 Janney Montgomery Scott LLC 10,000 Josephthal & Co. Inc. 10,000 CL King & Associates, Inc. 10,000 McDonald Investments Inc., a KeyCorp Company 10,000 Mesirow Financial, Inc. 10,000 Parker/Hunter Incorporated 10,000 The Robinson-Humphrey Company, LLC 10,000 Southwest Securities, Inc. 10,000 Stifel, Nicolaus & Company Incorporated 10, _____________ dt 1449299 ; More...

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