Full Doc
 | 2001 |
Apartment Investment and Management Company Announces $1.5 Billion Acquisition of 17,383 Units from Casden Properties of Los Angeles
Apartment Investment and Management Company Announces $1.5 Billion Acquisition of 17,383 Units from Casden Properties of Los Angeles (41K)
Doc #265507: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}7
{FILENAME}s264903.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES $1.5 BILLION ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
INCREASES ASSET BASE TO $15 BILLION; 363,000 APARTMENT UNITS
DENVER, COLORADO, December 4, 2001
Apartment Investment and Management Company (NYSE:AIV) ("Aimco"),
the nation's largest owner and operator of apartments, has agreed to
acquire 100% ownership of 17,383 apartment units through the acquisition of
Casden Properties, a Los Angeles-based private real estate investment trust
("REIT"). As part of the transaction, the selling group, including Alan
Casden and affiliates of Blackacre Capital Management, LLC, New York, will
acquire $213 million in Aimco common stock and common OP Units at a price
of $47 per share. The $1.5 billion acquisition is comprised of:
- 6,356 conventional apartment units located in Southern
California of which 1,381 units, located in the Park La
Brea area of Los Angeles, are under development;
- 11,027 affordable apartment units (located in 25 states);
and
- National Partnership Investments Corporation ("NAPICO"),
a subsidiary of Casden Properties, which as general
partner controls more than 400 properties with more than
41,000 units.
The addition of the Casden portfolio significantly increases
Aimco's presence in Southern California. The acquisition, upon the
completion of the Park La Brea property, will increase Aimco's real estate
Free Cash Flow earned in the six county Southern California area from 3.5%
to 15.9%. The acquisition will increase the real estate Free Cash Flow
contribution from properties with monthly rents greater than $1,000 from
12.2% to 20.3%.
The acquisition increases Aimco's owned and managed asset base
from $12.5 billion to $15 billion and Aimco's total owned and managed
apartment portfolio from 304,000 to 363,000 units, with over 99% of pro
forma Free Cash Flow generated from properties in which Aimco has an
ownership interest. In addition, NAPICO increases Aimco's controlled
investment management assets by over $1 billion in gross real estate value.
The acquisition and related transactions mentioned later in the
release are expected to add $0.09 to annual Adjusted Funds From Operations
("AFFO"), $0.12 to annual Funds From Operations ("FFO") and $1.21 to
Aimco's Net Asset Value ("NAV") resulting in a pro forma NAV of $48.39.
Transaction Summary
Casden Properties and a related REIT will merge into Aimco's
operating partnership. At closing, Aimco will pay $1.063 billion for the
16,002 stabilized conventional and affordable units and NAPICO. Aimco will
issue $213 million of common stock or common OP Units, priced at $47 per
share (Aimco's Net Asset Value per share - September 30, 2001), pay
approximately $166 million in cash and assume responsibility for existing
mortgage indebtedness of approximately $684 million. The selling group may
earn up to an additional $36 million depending upon property performance
for the period ending December 2001. In addition, Aimco expects to incur
transaction costs and Initial Capital Expenditures (`ICE') aggregating
approximately $24 million.
Casden is expected to complete the three phases of the Park La
Brea property between Q2 of 2002 and Q3 of 2004. The purchase price for the
1,381 units is $418 million and is payable upon completion and 60%
occupancy. The selling group may earn up to an additional $24 million
depending on property performance.
Required Casden Properties and the related REIT shareholder
approval for the transactions have been obtained. Aimco shareholder
approval is not required. The merger transaction is subject to customary
regulatory and other approvals. Closing is expected in the first quarter of
2002.
Related Transactions
Aimco will enter into several additional transactions with Casden
Development Company, LLC, as part of the overall acquisition, including:
- Invest up to $50 million for a 20% limited liability
interest in Casden Development, which will pursue new
development opportunities in Southern California and
other markets. Alan Casden and affiliates of Blackacre
have collectively agreed to invest up to $200 million in
Casden Development. Aimco will have an option to
purchase, at completion, all multifamily rental projects
of Casden Development;
- Agree to purchase a proposed 350 apartment unit project
located in the heart of Westwood Village in West Los
Angeles with projected stabilization in 2005. The
purchase agreement is subject to several contingencies
including securing development approvals and completion
and stabilization of the property;
- Retain Casden Development to accelerate the redevelopment
of Aimco's affordable portfolio; and
- Provide a stand by facility of up to $70 million in debt
financing associated with the construction of the Park La
Brea and Westwood Village properties.
Earnings Impact
For pro forma earnings, the portfolio acquisition and related
transactions have been underwritten on a leverage neutral basis (assumed
Free Cash Flow to interest expense coverage of 2.25 to 1 and equity at a
constant cost of capital assuming all common stock at $47 per share). Aimco
expects to repay any short-term borrowings with internal operating cash
flow and proceeds from the sale of other Aimco properties.
On a leverage neutral basis, the sum of the acquisition of the
16,002 stabilized units and NAPICO, the investment in Casden Development
and the debt financing for Park La Brea are expected to add from $0.08 to
$0.11 per share to Aimco's annual AFFO ($0.09 to $0.12 per share to FFO).
The range of earnings realization is based on the rate of NOI growth for
the 16,002 stabilized properties.
With existing leverage, the sum of the acquisition of the 16,002
stabilized units and NAPICO, the investment in Casden Development and the
debt financing for Park La Brea are expected to add from $0.08 to $0.11 per
share to Aimco's annual AFFO ($0.11 to $0.14 per share to FFO). Attached as
Exhibit IV is the pro forma AFFO modeled at $0.09 per share (FFO at $0.12
per share).
The Park La Brea property, based on pro forma leverage of 55% and
interest rates ranging from 7% to 7.5%, is expected to add on a pro forma
basis:
- $2.4 million to $2.7 million to Aimco's 2003 AFFO ($2.5
million to $2.8 million to FFO)
265507
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Casden
As referenced in this Apartment Investment and Management Company Announces $1.5 Billion Acquisition of 17,383 Units from Casden Properties of Los Angeles:
CASDEN PROPERTIES – 7
{FILENAME}s264903.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES $1.5 BILLION ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
INCREASES ASSET BASE TO $15 BILLION; 363,000 APARTMENT UNITS
DENVER, COLORADO, December 4, 2001
Apartment Investment and Management Company (
_____________
Casden Properties, – nation's largest owner and operator of apartments, has agreed to
acquire 100% ownership of 17,383 apartment units through the acquisition of
Casden Properties, a Los Angeles-based private real estate investment trust
("REIT"). As part of the transaction, the selling group, including Alan
Casden and
_____________
Casden Properties, – Los Angeles, are under development;
- 11,027 affordable apartment units (located in 25 states);
and
- National Partnership Investments Corporation ("NAPICO"),
a subsidiary of Casden Properties, which as general
partner controls more than 400 properties with more than
41,000 units.
The addition of the Casden portfolio significantly
_____________
Casden Properties – Operations ("FFO") and $1.21 to
Aimco's Net Asset Value ("NAV") resulting in a pro forma NAV of $48.39.
Transaction Summary
Casden Properties and a related REIT will merge into Aimco's
operating partnership. At closing, Aimco will pay $1.063 billion for the
16,002
_____________
Casden Properties – is payable upon completion and 60%
occupancy. The selling group may earn up to an additional $24 million
depending on property performance.
Required Casden Properties and the related REIT shareholder
approval for the transactions have been obtained. Aimco shareholder
approval is not required. The merger transaction is subject
_____________
dt 230063
;
AIMCO
As referenced in this Apartment Investment and Management Company Announces $1.5 Billion Acquisition of 17,383 Units from Casden Properties of Los Angeles:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}7
{FILENAME}s264903.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES $1.5 BILLION ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
INCREASES ASSET BASE TO $15 BILLION; 363,
_____________
Apartment Investment and Management – 383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
INCREASES ASSET BASE TO $15 BILLION; 363,000 APARTMENT UNITS
DENVER, COLORADO, December 4, 2001
Apartment Investment and Management Company (NYSE:AIV) ("Aimco"),
the nation's largest owner and operator of apartments, has agreed to
acquire 100% ownership of 17,383 apartment
_____________
dt 152543
;
|
Blackacre
As referenced in this Apartment Investment and Management Company Announces $1.5 Billion Acquisition of 17,383 Units from Casden Properties of Los Angeles:
Blackacre Capital Management, – Los Angeles-based private real estate investment trust
("REIT"). As part of the transaction, the selling group, including Alan
Casden and affiliates of Blackacre Capital Management, LLC, New York, will
acquire $213 million in Aimco common stock and common OP Units at a price
of $47 per share.
_____________
dt 230081
|
| Full Doc
| 2002 |
Apartment Investment and Management Company Announces Completion of Acquisition of 17,383 Units from Casden Properties of Los Angeles
Apartment Investment and Management Company Announces Completion of Acquisition of 17,383 Units from Casden Properties of Los Angeles (6K)
Doc #265498: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}casden.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES COMPLETION OF ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
DENVER, COLORADO, March 11, 2002
Apartment Investment and Management Company (NYSE:AIV) ("Aimco")
and Casden Properties ("Casden") announced the completion of the purchase
by Aimco of 100% ownership of 17,383 apartment units and other
transactions. The $1.5 billion acquisition is comprised of:
- 6,356 conventional apartment units located in Southern
California of which 1,381 units, located in the Park La Brea
area of Los Angeles, are under development;
- 11,027 affordable apartment units (located in 25 states);
and
- National Partnership Investments Corporation ("NAPICO"), a
subsidiary of Casden Properties, which as general partner
controls more than 400 properties with more than 41,000
units.
In addition, Aimco will:
- Invest up to $50 million for a 20% limited liability
interest in Casden Properties, LLC which will pursue new
development opportunities in Southern California and other
markets. Alan Casden and Blackacre Capital Management, LLC,
New York have collectively agreed to invest up to $200
million in Casden Properties, LLC. Aimco will have an option
to purchase, at completion, all multifamily rental projects
of Casden Properties, LLC;
- Provide a standby facility of up to $70 million in debt
financing associated with the construction of the 1,381 Park
LaBrea units and a proposed 350 unit project in the Westwood
Village area of Los Angeles; and
- Retain Casden Properties, LLC to accelerate the
redevelopment of Aimco's affordable portfolio.
Aimco paid $1.077 billion for the 16,002 stabilized conventional
and affordable units and NAPICO which includes an earnout of $15 million as
a result of property performance for the period ended December 2001. The
final components of purchase price are $206 million of Aimco common stock
or common OP Units priced at $47 per share to Alan Casden and Blackacre,
$198 million in cash and approximately $673 million in assumed
responsibility for existing mortgage indebtedness. In addition, Aimco
incurred transaction costs and Initial Capital Expenditures aggregating
approximately $24 million. Lehman Brothers acted as financial advisor to
Aimco in connection with the acquisition. Purchase consideration of $418
million for the Park La Brea development properties will be funded as
phases are completed (2002 to 2004) and have met minimum leasing
thresholds.
On a leverage neutral basis, the sum of the acquisition of the
16,002 stabilized units and NAPICO, the investment in Casden Properties,
LLC and the debt financing for Park La Brea are expected to add from $0.08
and $0.11 per share to Aimco's annual Adjusted Funds From Operations
("AFFO") and $0.11 to $0.14 per share to annual Funds From Operations
("FFO"). Aimco does not expect the acquisition to have any impact on its
existing first quarter 2002 earnings guidance of $1.30 in FFO per share.
The adjusted 2002 guidance including the Casden transaction is $5.31 to
$5.54 in FFO per share.
Aimco will host an Investor and Analyst Tour and visit selected
Casden apartment properties as well as existing Aimco properties in the Los
Angeles area. The event will be held on May 14th and May 15th. For
information on the tour, please contact Nicole Morton at (303) 691-4492 or
at nicole.morton@aimco.com. For further details of the transactions, please
see the press release dated December 4, 2001 which is available on our
website at www.aimco.com/about/Casden/default.asp.
The cash portion of the purchase was funded with proceeds from a
syndicated term loan for which Lehman Brothers acted as sole lead arranger
and administrative agent. The term loan is a two-year agreement with an
option to extend one year. Aimco expects to repay the loan from property
sales and internal operating cash flow.
This press release contains forward-looking statements including
statements regarding 2002 results which are subject to certain risks and
uncertainties, including but not limited to; the Company's ability to
maintain current occupancy, rent levels, and "same store" results. Actual
results may differ materially from those described and could be affected by
a variety of factors including economic conditions; changes in interest
rates; governmental regulations; competition; financing risks; variations
in real estate values; the failure of acquisitions to perform in accordance
with expectations; possible environmental liabilities; and other risks
described in our filings with the Securities and Exchange Commission. These
forward-looking statements reflect management's judgment as of this date,
and we assume no obligation to revise or update them to reflect future
events or circumstances.
Aimco is a real estate investment trust with headquarters in
Denver, Colorado and 19 regional operating centers, which holds a
geographically diversified portfolio of apartment communities. Aimco,
through its subsidiaries, operates approximately 1,900 properties,
including approximately 337,000 apartment units, and serves approximately
one million residents. Aimco's properties are located in 46 states, the
District of Columbia and Puerto Rico. For more information about Aimco,
please visit our website at www.aimco.com.
Contact: Katie Murphree, Vice President - Investor Relations (303) 691-4440
E-Mail: investor@aimco.com
{/TEXT}
{/DOCUMENT}
265498
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Casden
As referenced in this Apartment Investment and Management Company Announces Completion of Acquisition of 17,383 Units from Casden Properties of Los Angeles:
CASDEN PROPERTIES – casden.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES COMPLETION OF ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
DENVER, COLORADO, March 11, 2002
Apartment Investment and Management Company (NYSE:AIV) ("Aimco")
and Casden Properties ("Casden") announced the completion
_____________
Casden Properties – 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
DENVER, COLORADO, March 11, 2002
Apartment Investment and Management Company (NYSE:AIV) ("Aimco")
and Casden Properties ("Casden") announced the completion of the purchase
by Aimco of 100% ownership of 17,383 apartment units and other
transactions. The $1.
_____________
Casden Properties, – Los Angeles, are under development;
- 11,027 affordable apartment units (located in 25 states);
and
- National Partnership Investments Corporation ("NAPICO"), a
subsidiary of Casden Properties, which as general partner
controls more than 400 properties with more than 41,000
units.
In addition, Aimco will:
- Invest up to $
_____________
Casden Properties, – properties with more than 41,000
units.
In addition, Aimco will:
- Invest up to $50 million for a 20% limited liability
interest in Casden Properties, LLC which will pursue new
development opportunities in Southern California and other
markets. Alan Casden and Blackacre Capital Management, LLC,
New York
_____________
Casden Properties, – California and other
markets. Alan Casden and Blackacre Capital Management, LLC,
New York have collectively agreed to invest up to $200
million in Casden Properties, LLC. Aimco will have an option
to purchase, at completion, all multifamily rental projects
of Casden Properties, LLC;
- Provide a standby facility
_____________
dt 230058
;
AIMCO
As referenced in this Apartment Investment and Management Company Announces Completion of Acquisition of 17,383 Units from Casden Properties of Los Angeles:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}casden.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES COMPLETION OF ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
DENVER, COLORADO, March 11, 2002
Apartment Investment and
_____________
Apartment Investment and Management – INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES COMPLETION OF ACQUISITION OF 17,383 UNITS FROM
CASDEN PROPERTIES OF LOS ANGELES
DENVER, COLORADO, March 11, 2002
Apartment Investment and Management Company (NYSE:AIV) ("Aimco")
and Casden Properties ("Casden") announced the completion of the purchase
by Aimco of 100% ownership of 17,383 apartment
_____________
dt 152537
;
|
Blackacre
As referenced in this Apartment Investment and Management Company Announces Completion of Acquisition of 17,383 Units from Casden Properties of Los Angeles:
Blackacre Capital Management, – 20% limited liability
interest in Casden Properties, LLC which will pursue new
development opportunities in Southern California and other
markets. Alan Casden and Blackacre Capital Management, LLC,
New York have collectively agreed to invest up to $200
million in Casden Properties, LLC. Aimco will have an option
to
_____________
dt 230077
|
Preview
Full Doc
| 2004 |
Apartment Investment and Management Company Announces Fourth Quarter 2003 Results
Apartment Investment and Management Company Announces Fourth Quarter 2003 Results (185K)
Doc #265296: Click preview link for longer preview.
AIMCO 4th Quarter 2003
Denver, Colorado?February 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
Net Income was $37.2 million, compared with $6.6 million in the fourth quarter 2002. Earnings (loss) per share (EPS) were $0.19 on a diluted basis, compared with $(0.17) in the same period last year, based on Net Income (loss) attributable to common stockholders.
Funds . . .
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Casden
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
Casden Properties – on its revolving credit facility, and $104 remaining outstanding on the term loan entered into in connection with the March 2002 acquisition of Casden Properties Inc.
Total proportionate debt decreased by $299 million during the quarter including: (i) $79 million reduction on the revolving credit facility; (ii) $260
_____________
dt 230044
;
Aimco Properties
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
AIMCO Properties, L.P., – its presentation of the Consolidated Statements of Income pursuant to Rule 5-03 of Regulation S-X
[b]
The Aimco Operating Partnership is AIMCO Properties, L.P., the operating partnership in Aimco's UPREIT structure
1
[c]
Income from discontinued operations of consolidated properties is broken down as follows (
_____________
AIMCO Properties, L.P.) – charges for redemption related preferred stock issuance costs and impairment losses, all of which are adjusted for the Aimco operating partnership's share (AIMCO Properties, L.P.) . Similar to FFO, AFFO captures real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to
_____________
dt 193997
;
|
AIMCO
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
Apartment Investment and Management – EX 99.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.1
AIMCO 4th Quarter 2003
Denver, ColoradoFebruary 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
_____________
Apartment Investment and Management – 99.1
AIMCO 4th Quarter 2003
Denver, ColoradoFebruary 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
Net Income was $37.2 million, compared with $6.6 million in the
_____________
Apartment Investment and Management – 0.83
$
2.59
$
3.77
Contact: Investor Relations 303.691.4350, Investor@Aimco.com
Jennifer Martin, Vice PresidentInvestor Relations 303.691.4440
Apartment Investment and Management Company
Fourth Quarter 2003Page 2
Full year 2003 FFO results include charges of $7.6 million in issuance costs associated with preferred share
_____________
Apartment Investment and Management – of Tom Herzog from GE Real Estate to serve as Chief Accounting Officer; and by active portfolio management, selling weaker properties in weaker
Apartment Investment and Management Company
Fourth Quarter 2003Page 3
markets to invest in such better assets as The Palazzo, in the mid-Wilshire district of Los Angeles."
_____________
Apartment Investment and Management – Same Store" portfolio net operating income was $170.0 million for the fourth quarter 2003, down 8.1% from the fourth quarter 2002.
Apartment Investment and Management Company
Fourth Quarter 2003Page 4
SAME STORE OPERATING RESULTS
Fourth Quarter
Sequential
2003
2002
Variance
3rd Qtr 03
Variance
Same Store Operating Measures:
_____________
dt 152458
|
Preview
Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (308K)
Doc #265500: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of AIMCO and Casden
deem it advisable and in the best interests of their respective
stockholders that AIMCO acquire Casden in a merger (the "Merger"), upon the
terms and subject to the conditions set forth in this Agreement;
WHEREAS, pursuant to this Agreement, AIMCO shall acquire Casden
REIT, and pursuant to the OP Unit Contribution Agreement (as defined
herein), the CPLB Merger Agreement (as defined herein) and the Casden
Contribution Agreement (as defined herein), AIMCO shall acquire certain
affiliated entities, all in exchange for the Aggregate Consideration;
WHEREAS, immediately prior to the Closing Date (as defined in
Section 3.1), Casden shall effect a reverse stock split with respect to the
Casden Common Stock, whereby every 100 shares of Casden Common Stock will
represent one share of Casden Common Stock after giving effect thereto (the
"Casden Reverse Stock Split");
WHEREAS, immediately prior to the Closing Date, Casden Park La
Brea, Inc., a Maryland corporation ("CPLB"), shall effect a reverse stock
split with respect to its common stock, whereby every 10 shares of CPLB
common stock will represent one share of CPLB common stock after giving
effect thereto (the "CPLB Reverse Stock Split");
WHEREAS, upon the terms and subject to the conditions set forth
herein, AIMCO and Casden shall execute Articles of Merger ("Articles of
Merger") and shall file such Articles of Merger in accordance with Maryland
law to effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as of December 3, 2001 and attached hereto as Exhibit A (the "OP
Contribution Agreement"), by and among the holders of Casden OPUs, Casden,
Casden OP and AIMCO OP (the "OP Contribution");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC, a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in NAPICO (as defined in
Section 4.1(e)) to AIMCO OP in exchange for cash and/or limited partnership
interests in AIMCO OP, on the terms and subject to the conditions of a
Contribution Agreement, dated as of the date hereof and attached hereto as
Exhibit B-1 (the "Casden Contribution Agreement"), by and among ARP, AIC,
CIC and AIMCO OP;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, certain commercial real estate properties of
Casden (the "Commercial Properties") either (i) shall be sold to, and
certain indebtedness of Casden relating to such Commercial Properties (the
"Commercial Debt") shall be assumed by, one or more entities pursuant to an
asset purchase agreement substantially in the form attached hereto as
Exhibit B-2 or (ii) any Commercial Debt and the interests in the limited
liability companies that own the Commercial Properties shall be distributed
by Casden to its stockholders in a spin-off transaction (the "Spin-Off")
(collectively, such entity or entities referred to herein as "CommercialCo"
and such transaction(s), including the Spin-Off, referred to herein as the
"Commercial Sale");
WHEREAS, Casden and AIMCO desire that, on the Closing Date, AIMCO
acquire 100% of the ownership interest in certain real estate properties
currently under development and commonly referred to as the "PLB" and
"Westwood" developments (the "Development Properties"), subject to
compliance with the terms and conditions of the Tri-Party and Construction
Completion Agreement, by and among XYZ, AIMCO, Development LLC, AIMCO OP,
Casden Park La Brea A LLC, Casden Park La Brea B LLC, Casden Park La Brea C
LLC, Casden Glendon, LLC and the agent for the construction lenders named
therein, substantially in the form attached hereto as Exhibit C-1 (the
"Tri-Party Agreement"), subject to Section 7.9, providing for, among other
things, the financing, development and completion of the construction of
the Development Properties;
WHEREAS, XYZ and AIMCO desire that, concurrently with the
execution of the Tri-Party Agreement, AIMCO and XYZ shall execute and
deliver a letter agreement relating to the "Westwood" Development Property,
substantially in the form attached hereto as Exhibit C-2 (the "WW Letter
Agreement");
WHEREAS, Casden and AIMCO desire that on the Closing Date, AIMCO
shall execute and deliver, and Casden shall cause The Casden Company to
execute and deliver, a letter agreement relating to the Villa Azure
Property (as defined herein), substantially in the form attached hereto as
Exhibit C-3 (the "Villa Azure Letter Agreement");
WHEREAS, on or prior to the date of the OP Contribution, Casden
shall cause Casden OP to distribute to Casden its entire interest in CPLB;
WHEREAS, immediately after the Effective Time (as defined in
Section 1.3), a wholly-owned subsidiary of AIMCO ("AIMCO CPLB Merger Sub")
will be merged with and into CPLB (the "CPLB Merger"), pursuant to an
Agreement and Plan of Merger, dated as of December 3, 2001 (the "CPLB
Merger Agreement"), by and among AIMCO, CPLB, AIMCO CPLB Merger Sub and XYZ
and attached hereto as Exhibit D;
WHEREAS, AIMCO and certain Casden stockholders desire to enter
into a joint venture with respect to the development of real estate
properties (the "Joint Venture"), and for such purpose AIMCO and certain
Casden stockholders shall contribute cash and certain other assets (the
"Development LLC Assets") to a newly formed limited liability company
("Development LLC"), on the terms and subject to the conditions of a
limited liability company agreement substantially in the form attached
hereto as Exhibit E-1 (the "Development LLC Agreement");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, either (i) Casden Park La Brea LLC, a Delaware
limited liability company ("CPLB LLC"), shall sell all of the issued and
outstanding ownership interests of Casden Park La Brea Retail LLC, a
Delaware limited liability company ("Ross Retail LLC"), to Development LLC,
on the terms and subject to the conditions of a purchase agreement (the
"Ross Purchase Agreement"), substantially in the form attached hereto as
Exhibit E-2 or (ii) the limited liability company interests in Ross Retail
LLC shall be distributed to the stockholders of CPLB in a spin-off
transaction (the transactions described in clauses (i) and (ii) above being
referred to herein, collectively, as the "Ross Store Sale");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, Casden shall sell certain assets it owns,
together with all development rights that it acquires after the date
hereof, to Development LLC (the "Asset Purchase"), on the terms and subject
to the conditions of an asset purchase agreement (the "Development LLC
Purchase Agreement") substantially in the form attached hereto as Exhibit
E-3;
WHEREAS, concurrently with the execution of this Agreement and as
an inducement to AIMCO and Casden to enter into this Agreement, the
following parties have entered into the following agreements (each of even
date herewith):
(i) certain of the holders of Casden OPUs, Casden, Casden
OP and AIMCO OP have entered into the OP Contribution Agreement;
265500
|
Casden
As referenced in this Agreement and Plan of Merger:
CASDEN PROPERTIES – FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
Section 1.1
_____________
Casden Properties – 15
Casden OPUs ......................................................Recitals........................................1
Casden Pro Forma Financial Information............................Section 4.4(b).................................26
Casden Property Consents..........................................Section 4.3(b).................................24
Casden Properties ................................................Section 4.13(a)................................37
Casden Required Consents..........................................Section 7.35...................................24
Casden Required Statutory Approvals ..............................Section 4.3(c).................................25
Casden
_____________
Casden Properties
– Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of
_____________
Casden Properties – effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership
_____________
Casden Properties – Effect and shall not be taken into account in determining
the existence of a Casden Material Adverse Effect.
"Casden Stock Plan" means the Casden Properties Inc. 1998
Stock Option Plan.
"Casden Subsidiary" means (a) NAPICO, (b) Casden
Properties Sub LLC, a Delaware limited liability company, (c) Casden
Properties
_____________
dt 230059
;
AIC REIT
As referenced in this Agreement and Plan of Merger:
AIC REIT Properties LLC – AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC , a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in
_____________
dt 278504
;
Aimco Properties
As referenced in this Agreement and Plan of Merger:
AIMCO
Properties, L.P., – L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as
_____________
dt 194045
;
|
AIMCO
As referenced in this Agreement and Plan of Merger:
APARTMENT INVESTMENT AND MANAGEMENT – EX-2.1
{SEQUENCE}3
{FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
_____________
Apartment Investment
and Management – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS,
_____________
Apartment Investment and
Management – Third Avenue
New York, NY 10022
Attn: Alan Waldenberg, Esq.
Telecopy: (212) 756-2501
Telephone: (212) 593-5955
(ii) If to AIMCO, to: Apartment Investment and
Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
_____________
Apartment Investment and
Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
and Apartment Investment and
Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
_____________
Apartment Investment and
Management – Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
Telephone: (303) 691-4330
and Apartment Investment and
Management Company
Tower Two
2000 South Colorado Boulevard
Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telecopy: (303) 691-5662
_____________
dt 152539
;
Blackacre
As referenced in this Agreement and Plan of Merger:
Blackacre Capital
Management – reasonably
acceptable to AIMCO to the effect that (A) each of Cerberus Partners, LP,
BA Casden Investors LLC, Blackacre Park La Brea LLC, Blackacre Capital
Management LLC ("Blackacre") and the Blackacre entity which will be a
signatory to the Development LLC Agreement (collectively, the "Blackacre
Parties") is duly organized,
_____________
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq.
and Scott Calfas, Esq.
Telecopy: (213) 229-6638
Telephone: (213) 229-7638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telecopy: (212) 891-2104
Telephone: (212)
_____________
dt 230078
;
More... |
Preview
Full Doc
| 2003 |
Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]
Credit Agreement [Amended and Restated No. 5] [Amendment No. 2] (474K)
Doc #265319: Click preview link for longer preview.
SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF MAY 30, 2003
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY,
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Letter of Credit Issuing Lender,
and
LENDERS LISTED HEREIN,
as Lenders
{Page}
SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of May 30, 2003 (the "AMENDMENT
EFFECTIVE DATE") and entered into by and among APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P.,
a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT COMPANY, a District
of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and
NHP Management collectively referred to herein as "BORROWERS"), BANK OF AMERICA,
N.A. ("BANK OF AMERICA"), as Administrative Agent (in such capacity,
"ADMINISTRATIVE AGENT"), and Lenders party hereto, and is made with reference to
that certain Fourth Amended and Restated Credit Agreement, dated as of March 11,
2002 (the "FOURTH AMENDED AND RESTATED CREDIT AGREEMENT"), as amended to date,
including as amended by that certain Fifth Amended and Restated Credit
Agreement, dated as of February 14, 2003, by and among Borrowers, each lender
from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent
and Issuing Lender, FLEET NATIONAL BANK, as a Lender and Syndication Agent, and
WACHOVIA BANK NA (formerly known as First Union National Bank), as a Lender and
Documentation Agent, and as amended by the First Amendment (as defined below)
(the "Credit Agreement"), (the Credit Agreement as amended by this Amendment,
the "AMENDED AGREEMENT"). Capitalized terms used in this Amendment shall have
the meanings set forth in the Credit Agreement unless otherwise defined herein.
RECITALS
WHEREAS, Borrowers, Administrative Agent and the Lenders previously
entered into that certain First Amendment to Fifth Amended and Restated Credit
Agreement, dated as of May 9, 2003 (the "FIRST AMENDMENT") pursuant to which all
Lenders consented to the 2003 Term Loan and the changes, modifications,
amendments and supplements to the Credit Agreement necessary to facilitate the
consummation of the 2003 Term Loan; and
WHEREAS, Borrowers and Lenders now desire to amend the Credit Agreement
as more particularly set forth below to reflect all of the specific
modifications, amendments and supplements needed to be made to the Credit
Agreement in connection with the closing of the 2003 Term Loan concurrently
herewith.
WHEREAS, attached hereto as Exhibit A is a conformed Credit Agreement
which contains all of the modifications and changes to the Fourth Amended and
Restated Credit Agreement since March 11, 2002 to the date hereof, together with
all of the specific modifications, amendments and supplements needed to be made
to the Credit Agreement in connection with the closing of the 2003 Term Loan
concurrently herewith (the "Replacement Credit Agreement").
1
{Page}
NOW, THEREFORE, in consideration of the agreements, provisions and
covenants contained herein, the parties agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended and modified from and after the Amendment
Effective Date as reflected in the Replacement Credit Agreement. Any provision
of the Credit Agreement prior to the Amendment Effective Date which is different
from that set forth in the Replacement Credit Agreement shall be superceded in
all respects by the provisions of the Replacement Credit Agreement, provided
that unless specifically changed in the Replacement Credit Agreement, all
Schedules and Exhibits to the Credit Agreement shall remain unchanged.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the Amendment Effective Date, at
such time that all of the following conditions are satisfied:
A. Borrowers, Administrative Agent and Requisite Lenders shall have
executed this Amendment;
B. Lenders and their respective counsel shall have received originally
executed copies of one or more favorable written opinions of counsel for
Borrowers, Guarantors and Pledgors in form and substance satisfactory to
Administrative Agent and its counsel, dated as of the Amendment Effective Date,
with respect to the validity, binding effect and enforceability of the Credit
Agreement as amended by this Amendment and superceded by the Replacement Credit
Agreement, and due authorization, execution and delivery thereof, and as to such
other matters as Administrative Agent acting on behalf of Lenders may request;
C. Lenders and their respective counsel shall have received executed
resolutions from Borrowers, Guarantors and Pledgors authorizing the entry into
and performance of this Amendment and the Credit Agreement as amended, all in
form and substance satisfactory to Administrative Agent and its counsel;
D. Borrowers shall have paid the fees, costs and expenses of
Administrative Agent's counsel in connection with this Amendment;
E. Lenders and their respective counsel shall have received a
replacement Payment Guaranty, dated as of even date herewith, duly executed by
each Guarantor in the form of EXHIBIT H to the Amended Agreement, which new
Payment Guaranty shall replace, as of the Amendment Effective Date, each
Guarantor's existing Payment Guaranty (Revolver Guarantors) or Payment Guaranty
(Casden Guarantors) dated as of March 11, 2002 (as applicable) pursuant to which
Guarantors have guarantied the Obligations.
F. Lenders and their respective counsel shall have received a copy of a
Borrowers Pledge Agreement, dated as of even date herewith, duly executed by all
2
{Page}
parties thereto in the form of EXHIBIT G-2 to the Amended Agreement, pursuant to
which Pledgors have pledged the Pledged Collateral as security for the Loan.
G. Lenders and their respective counsel shall have received an Amended
and Restated Intercreditor and Collateral Agency Agreement, dated as of even
date herewith, duly executed by all parties thereto in the form of EXHIBIT L to
the Amended Agreement, which Amended and Restated Intercreditor and Collateral
Agency Agreement shall replace, as of the Amendment Effective Date, that certain
Amended and Restated Intercreditor and Subordination Agreement dated as of March
11, 2002, by and among Borrowers, Administrative Agent, borrowers to the Casden
Agreement, and Lehman Commercial Paper Inc., in its capacity as administrative
agent under the Casden Loan.
H. Lenders and their respective counsel shall have received an Amended
and Restated Intra-Company Loan Subordination Agreement, dated as of even date
herewith, duly executed by all parties thereto in the form of EXHIBIT I to the
Amended Agreement, which Intra-Company Loan Subordination Agreement shall
replace, as of the Amendment Effective Date, that certain Intra-Company Loan
Subordination Agreement dated as of March 11, 2002, by and among Borrowers and
each of the Intra-Company Lenders (as defined therein).
I. Lenders and their respective counsel shall have received such
replacement Schedules to the Amended Agreement in connection with Collateral
matters as Administrative Agent shall require.
J. Administrative Agent shall have received evidence satisfactory to it
and its counsel that the Casden Agent and the Casden Lenders (i) have modified,
or concurrently with the Amendment Effective Date will modify, the Casden Loan
and the Casden Credit Agreement in a manner consistent with this Amendment and
otherwise satisfactory to Administrative Agent and the Lenders and
Administrative Agent shall have been provided with true, correct and complete
copies of the documents effecting such modifications to the Casden Loan and
Casden Credit Agreement and (ii) have consented to or waived their right to
consent to the Borrowers', Guarantors' and Pledgors' execution and delivery of
this Amendment.
SECTION 3. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Requisite Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrowers represent and
warrant to each Lender that the following statements are true, correct and
complete:
3.1 CORPORATE POWER AND AUTHORITY. Borrowers have all requisite power and
authority to enter into this Amendment and any other agreements, guaranties or
other operative documents to be delivered pursuant to this Amendment, to carry
out the transactions contemplated by, and perform their obligations under, the
Amended Agreement. Each of the Borrowers, Pledgors and Guarantors is in good
standing in the respective states of their organization on the Amendment
Effective Date.
3
{Page}
3.2 AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment
and the performance of the Amended Agreement have been duly authorized by all
necessary action on the part of Borrowers and the other parties delivering any
of such documents, as the case may be. Except as disclosed on Schedule 3.2, the
265319
|
Casden
As referenced in this Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]:
Casden Properties, – obligations under Capital Leases are required
to be carried on the balance sheet of such Person in accordance with GAAP.
"CASDEN" means, collectively, Casden Properties, Inc.,
National Partnership Investments Corp., and other Affiliates or related entities
thereof in existence as of the date immediately prior to the
_____________
Casden
Properties – Page}
"CASDEN MERGER AGREEMENT" means that certain Agreement and
Plan of Merger dated as of December 3, 2001, by and among the REIT, Casden
Properties Inc. and XYZ Holdings LLC, including all documents executed in
connection therewith or attached as exhibits thereto; provided that copies of
such documents
_____________
Casden Properties – Borrowers with Bank of America, N.A. as from time to time
designated by Borrowers by written notification to Administrative Agent.
"DEVCO" means Casden Properties LLC.
"DEVCO LLC AGREEMENT" means the limited liability company
agreement of DevCo.
"DISPOSITION", "DISPOSE", or "DISPOSED" means the sale,
transfer, license or other
_____________
dt 230046
;
Aimco Properties
As referenced in this Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]:
AIMCO PROPERTIES, L.P., – SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF MAY 30, 2003
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY,
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Letter of Credit
_____________
AIMCO PROPERTIES, L.P., – May 30, 2003 (the "AMENDMENT
EFFECTIVE DATE") and entered into by and among APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P.,
a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT COMPANY, a District
of Columbia
_____________
AIMCO PROPERTIES, L.P., – and year first written
above.
BORROWERS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ Peter K. Kompaniez
------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC.,
a Delaware corporation
Its: General Partner
By: /s/ Peter K. Kompaniez
--------------------------
Peter K. Kompaniez
_____________
AIMCO PROPERTIES, L.P., – A
(Replacement Credit Agreement to be attached on following page)
{Page}
================================================================================
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Letter of Credit
_____________
AIMCO PROPERTIES, L.P., – AGREEMENT ("AGREEMENT")
is entered into as of February 14, 2003, by and among APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P.,
a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT COMPANY, a District
of Columbia
_____________
dt 194005
;
AIMCO
As referenced in this Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]:
APARTMENT INVESTMENT AND MANAGEMENT – TEXT}
{Page}
Exhibit 10.4
SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF MAY 30, 2003
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY,
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of May 30, 2003 (the "AMENDMENT
EFFECTIVE DATE") and entered into by and among APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P.,
a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first written
above.
BORROWERS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ Peter K. Kompaniez
------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-
_____________
APARTMENT INVESTMENT AND MANAGEMENT – President
S-11
{Page}
EXHIBIT A
(Replacement Credit Agreement to be attached on following page)
{Page}
================================================================================
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – AND
RESTATED CREDIT AGREEMENT
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT ("AGREEMENT")
is entered into as of February 14, 2003, by and among APARTMENT INVESTMENT AND
MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P.,
a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/
_____________
dt 152469
;
|
Fannie Mae
As referenced in this Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]:
Federal National Mortgage Association – Indebtedness permitted under this SECTION 7.01; PROVIDED that "exceptions to
non-recourse" shall include the types of additional exceptions customarily
required by Federal National Mortgage Association or Federal Home Loan Mortgage
Corporation from time to time in its standard form loan documentation;
(i) Indebtedness (other than any Indebtedness
_____________
dt 161909
;
ISDA
As referenced in this Credit Agreement [Amended and Restated No. 5] [Amendment No. 2]:
International Swaps and
Derivatives Association – the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association , Inc., or any other master agreement (any such master
agreement, together with any related schedules, as amended, restated, extended,
supplemented or otherwise
_____________
dt 160357
;
More... |
Preview
Full Doc
| 2002 |
Credit Agreement [Amended and Restated No. 4]
Credit Agreement [Amended and Restated No. 4] (432K)
Doc #265482: Click preview link for longer preview.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Letter of Credit Issuing Lender,
FLEET NATIONAL BANK,
as Co-Lead Agent and Syndication Agent,
FIRST UNION NATIONAL BANK,
as Documentation Agent
and
THE OTHER FINANCIAL
INSTITUTIONS PARTY HERETO
Dated as of March 11, 2002
BANC OF AMERICA SECURITIES LLC
and
FLEET SECURITIES INC.,
as Co-Lead Arrangers
and
BANC OF AMERICA SECURITIES LLC,
as
Sole Book Manager
{PAGE}
TABLE OF CONTENTS
{TABLE}
{Caption}
PAGE
{S} {C} {C}
SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms.......................................................................................... 2
1.02 Use of Certain Terms................................................................................... 39
1.03 Accounting Terms....................................................................................... 39
1.04 Rounding............................................................................................... 39
1.05 Exhibits and Schedules................................................................................. 39
1.06 References to Agreements, Exhibits and Laws............................................................ 40
SECTION 2.
THE COMMITMENTS AND EXTENSIONS OF CREDIT
2.01 Committed Loans........................................................................................ 40
2.02 Borrowings, Conversions and Continuations of Committed Loans........................................... 41
2.03 Swing Line Loans....................................................................................... 42
2.04 Borrowings of Swing Line Loans......................................................................... 42
2.05 Letters of Credit...................................................................................... 43
2.06 Prepayments; Mandatory Amortization.................................................................... 47
2.07 Reduction or Termination of Commitments................................................................ 50
2.08 Principal and Interest; Default Rate................................................................... 50
2.09 Fees................................................................................................... 51
2.10 Computation of Interest and Fees....................................................................... 52
2.11 Making Payments........................................................................................ 53
2.12 Funding Sources........................................................................................ 54
2.13 Extension of Maturity Date............................................................................. 54
SECTION 3.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.................................................................................................. 55
3.02 Illegality............................................................................................. 57
3.03 Inability to Determine Rates........................................................................... 58
3.04 Increased Cost and Reduced Return; Capital Adequacy.................................................... 58
3.05 Breakfunding Costs..................................................................................... 59
3.06 Matters Applicable to all Requests for Compensation.................................................... 59
3.07 Survival............................................................................................... 59
{/Table}
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{Caption}
PAGE
{S} {C} {C}
SECTION 4.
CONDITIONS TO EFFECTIVENESS
4.01 Conditions to the Amended and Restated Credit Agreement................................................ 60
4.02 Conditions to all Extensions of Credit................................................................. 62
SECTION 5.
REPRESENTATIONS AND WARRANTIES
5.01 Existence and Qualification; Power..................................................................... 63
5.02 Power; Authorization; Enforceable Obligations.......................................................... 63
5.03 No Legal Bar........................................................................................... 64
5.04 Financial Statements; No Material Adverse Effect....................................................... 64
5.05 Litigation............................................................................................. 65
5.06 No Default............................................................................................. 65
5.07 Ownership of Property; Liens........................................................................... 65
5.08 Taxes.................................................................................................. 65
5.09 Margin Regulations; Investment Company Act; Public Utility Holding Company Act; REIT and Tax Status;
Stock Exchange Listing................................................................................. 66
5.10 ERISA Compliance....................................................................................... 67
5.11 Intangible Assets...................................................................................... 68
5.12 Compliance With Laws................................................................................... 68
5.13 Environmental Compliance............................................................................... 68
5.14 Insurance.............................................................................................. 69
5.15 GP Loans............................................................................................... 69
5.16 Subsidiaries; Interests in Other Entities; Changes in Organizational Structure......................... 69
5.17 Matters Relating to Pledged Collateral................................................................. 70
5.18 Disclosure............................................................................................. 71
SECTION 6.
AFFIRMATIVE COVENANTS
6.01 Financial Statements................................................................................... 71
6.02 Certificates, Notices and Other Information............................................................ 72
6.03 Payment Obligations.................................................................................... 75
6.04 Preservation of Existence.............................................................................. 75
6.05 Maintenance of Properties.............................................................................. 75
6.06 Maintenance of Insurance............................................................................... 75
6.07 Compliance With Laws................................................................................... 76
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{Caption}
PAGE
{S} {C} {C}
6.08 Inspection Rights...................................................................................... 76
6.09 Keeping of Records and Books of Account................................................................ 76
6.10 Compliance with ERISA.................................................................................. 76
6.11 Compliance With Agreements............................................................................. 77
6.12 Use of Proceeds........................................................................................ 77
6.13 Communication with Accountants......................................................................... 77
6.14 Maintenance of REIT Status; Stock Exchange Listing..................................................... 77
6.15 Solvency............................................................................................... 77
6.16 Further Assurances..................................................................................... 77
6.17 Unconsolidated Partnership Distributions............................................................... 78
SECTION 7.
NEGATIVE COVENANTS
7.01 Indebtedness........................................................................................... 79
7.02 Liens and Negative Pledges............................................................................. 80
7.03 Fundamental Changes.................................................................................... 81
7.04 Dispositions........................................................................................... 83
7.05 Investments............................................................................................ 84
7.06 Lease Obligations...................................................................................... 85
7.07 Restricted Payments.................................................................................... 85
7.08 ERISA.................................................................................................. 85
7.09 Change in Nature of Business........................................................................... 86
7.10 Transactions with Affiliates........................................................................... 86
7.11 Use of Proceeds........................................................................................ 86
7.12 Intentionally Omitted.................................................................................. 87
7.13 Limitations on Upstreaming............................................................................. 87
7.14 Financial Covenants.................................................................................... 87
7.15 Change in Auditors..................................................................................... 88
7.16 Special Covenants Relating to the REIT................................................................. 88
7.17 Taxation of Borrowers.................................................................................. 89
SECTION 8.
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default...................................................................................... 89
8.02 Remedies Upon Event of Default......................................................................... 94
{/TABLE}
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{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{Caption}
PAGE
{S} {C} {C}
SECTION 9.
ADMINISTRATIVE AGENT
9.01 Appointment and Authorization of Administrative Agent................................................. 96
9.02 Delegation of Duties.................................................................................. 96
9.03 Liability of Administrative Agent..................................................................... 97
9.04 Reliance by Administrative Agent...................................................................... 97
9.05 Notice of Default..................................................................................... 98
9.06 Credit Decision; Disclosure of Information by Administrative Agent.................................... 98
9.07 Indemnification of Administrative Agent............................................................... 99
9.08 Administrative Agent in Individual Capacity........................................................... 99
9.09 Successor Administrative Agent........................................................................ 99
9.10 Co-Lead Agents........................................................................................ 100
SECTION 10.
MISCELLANEOUS
10.01 Amendments; Consents.................................................................................. 100
10.02 Transmission and Effectiveness of Notices and Signatures.............................................. 102
10.03 Attorney Costs, Expenses and Taxes.................................................................... 103
10.04 Binding Effect; Assignment............................................................................ 103
10.05 Set-Off............................................................................................... 106
10.06 Sharing of Payment.................................................................................... 106
10.07 No Waiver; Cumulative Remedies........................................................................ 107
10.08 Usury................................................................................................. 108
10.09 Counterparts.......................................................................................... 108
10.10 Integration; Conflicts with Other Loan Documents...................................................... 108
10.11 Nature of Lenders' Obligations........................................................................ 108
10.12 Survival of Representations and Warranties............................................................ 109
10.13 Indemnity by Borrowers................................................................................ 109
10.14 Nonliability of Lenders............................................................................... 110
10.15 No Third Parties Benefited............................................................................ 110
10.16 Severability.......................................................................................... 111
10.17 Confidentiality....................................................................................... 111
10.18 Headings.............................................................................................. 112
10.19 Time of the Essence................................................................................... 112
10.20 [Intentionally Omitted]............................................................................... 112
10.21 Governing Law......................................................................................... 112
10.22 Waiver of Right to Trial by Jury...................................................................... 112
10.23 Exclusive Jurisdiction................................................................................ 112
{/TABLE}
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{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{Table}
{Caption}
PAGE
{S} {C} {C}
10.24 Notice of Claims; Claims Bar.......................................................................... 113
10.25 Borrowers' Obligations................................................................................ 113
10.26 Lender Covenant....................................................................................... 117
10.27 Release of Collateral and Guarantee Obligations....................................................... 117
{/TABLE}
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{PAGE}
TABLE OF CONTENTS
(CONTINUED)
PAGE
EXHIBITS
A Form of Request for Extension of Credit
B Form of Compliance Certificate
C-1 Form of Committed Loan Note
C-2 Form of Swing Line Note
D Form of Assignment and Acceptance
E [Intentionally omitted]
F Form of Opinions of Counsel
G Form of Borrowers Pledge Agreement
H-1 Form of Guaranty Document (Revolver Guarantors)
H-2 Form of Guaranty Document (Casden Guarantors)
I Form of Intra-Company Loan Subordination Agreement
J Form of GP Loan Note
K Form of Control Agreement
L Intercreditor Agreement
-vi-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
PAGE
SCHEDULES
1.01A Construction/Renovation
1.01B GP Loans
1.01C Guarantors
1.01D Management Entities
1.01E Collateral
2.01 Commitments and Pro Rata Shares
5.03-A Transfer Restrictions in Organization Documents
5.03-B Transfer Restrictions in Contractual Obligations
5.05 Litigation
5.08 Taxes
5.10 ERISA Compliance
5.13 Environmental Compliance
5.16 Organizational Chart
7.01(d) Existing Recourse Indebtedness
7.01(i) Other Existing Indebtedness
7.01(k) Existing Bond Indebtedness
7.01(m) Existing Cross-Collateralized and Cross-Defaulted Indebtedness
10.02 Offshore and Domestic Lending Offices, Addresses for Notices
-vii-
{PAGE}
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
("AGREEMENT") is entered into as of March 11, 2002, by and among APARTMENT
INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO
PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA
HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT
COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO,
AIMCO/Bethesda and NHP Management, collectively referred to as "BORROWERS"),
each lender from time to time party hereto (collectively, "LENDERS" and
individually, a "LENDER"), BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as
Administrative Agent (in such capacity "ADMINISTRATIVE AGENT"), Issuing Lender
and a Co-Lead Agent, FLEET NATIONAL BANK ("FLEET"), as a Lender, a Co-Lead
Agent, and Syndication Agent, and FIRST UNION NATIONAL BANK ("FIRST UNION"), as
a Lender and Documentation Agent.
RECITALS
WHEREAS, Borrowers (other than the REIT), the Lenders named
therein, Bank of America, as administrative agent, issuing lender and a co-lead
agent, Fleet National Bank, as a co-lead agent and syndication agent, and First
Union National Bank, as documentation agent, entered into that certain Third
Amended and Restated Credit Agreement dated as of November 6, 2001 (as amended,
the "ORIGINAL AGREEMENT");
WHEREAS, the REIT and the other Persons party thereto have
entered into the Casden Merger Agreement (as hereinafter defined) pursuant to
which, among other things, (i) Casden Properties Inc. will be merged with and
into the REIT or into a wholly-owned subsidiary of the REIT, (ii) Borrowers will
acquire all of the outstanding capital Stock of National Partnership Investments
Corp. and (iii) a subsidiary of Borrowers will acquire a 20% membership interest
in a limited liability company expected to be called Casden Properties LLC
(collectively, along with the other transactions contemplated by the Casden
Merger Agreement, the "TRANSACTION");
WHEREAS, pursuant to the Casden Credit Agreement (defined
below), LCPI (defined below) and other financial institutions have agreed to
provide a term loan facility of up to $287,000,000 to the REIT, AIMCO and NHP
Management to provide for the consummation of the Casden Acquisition (defined
below);
WHEREAS, the Lenders have agreed to amend and restate various
terms and provisions of the Original Agreement to permit the Casden Acquisition
and the Casden Loan (defined below) to occur;
NOW, THEREFORE, in consideration of the agreements, provisions
and covenants contained herein, the parties agree as follows:
{PAGE}
SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS
1.01 DEFINED TERMS.
As used in this Agreement, the following terms shall have the
meanings set forth below:
"Adjusted Fixed Charges" means, for any period, the sum of (i)
Total Interest Expense for such period, plus (ii) Total Scheduled Amortization
for such period (including Scheduled Amortization for Borrowers, Guarantors and
their respective Subsidiaries made pursuant to the Casden Loan Documents for
such period), plus (iii) dividends accrued (whether or not declared or payable)
on the preferred Stock and/or preferred Partnership Units of the Borrowers or
any of their Subsidiaries during such period. For purposes of determining
Scheduled Amortization under the Casden Loan Documents for the calculation of
Adjusted Fixed Charges for any period, that certain $97,000,000 principal
amortization installment required to be paid under the Casden Loan Documents on
or before March __, 2003 shall be deemed to have been paid in equal quarterly
installments during each of the fiscal quarters ending June 30, 2002, September
30, 2002, December 31, 2002 and March 31, 2003, and that certain $97,000,000
principal amortization installment required to be paid under the Casden Loan
Documents on or before March ___, 2004 shall be deemed to have been paid in
equal quarterly installments during each of the fiscal quarters ending June 30,
2003, September 30, 2003, December 31, 2003 and March 31, 2004.
"Adjusted Fixed Charges Coverage Ratio" means, as of any date of
determination, the ratio of (a) Adjusted Total Corporate EBITDA for the four
fiscal quarter period ending on such date to (b) Adjusted Fixed Charges during
such period.
"Adjusted Total Corporate EBITDA" means, for any period, the Total
Corporate EBITDA for such period minus the Capital Expenditure Reserve as of the
last day of such period.
"Adjusted Total NOI" means, for any period, Borrowers', the
Guarantors' and their respective Affiliates' pro-rata share of Net Operating
Income, including the Borrowers', Guarantors' and their respective Affiliates'
pro-rata share of Net Operating Income from unconsolidated Persons, less the
Capital Expenditure Reserve as of the last day of such period.
"Administrative Agent" means Bank of America, in its capacity as
Administrative Agent under any of the Loan Documents, or any successor
administrative agent.
"Administrative Agent's Office" means Administrative Agent's
address and, as appropriate, account as set forth in Schedule 10.02, or such
other address or account as Administrative Agent hereafter may designate by
written notice to Borrowers and Lenders.
"Administrative Agent-Related Persons" means Administrative Agent
(including any successor agent), together with its Affiliates (including, in the
case of Administrative Agent, Banc of America Securities LLC), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
265482
|
Casden
As referenced in this Credit Agreement [Amended and Restated No. 4]:
Casden Properties – and the other Persons party thereto have
entered into the Casden Merger Agreement (as hereinafter defined) pursuant to
which, among other things, (i) Casden Properties Inc. will be merged with and
into the REIT or into a wholly-owned subsidiary of the REIT, (ii) Borrowers will
acquire all
_____________
Casden Properties – Investments
Corp. and (iii) a subsidiary of Borrowers will acquire a 20% membership interest
in a limited liability company expected to be called Casden Properties LLC
(collectively, along with the other transactions contemplated by the Casden
Merger Agreement, the "TRANSACTION");
WHEREAS, pursuant to the Casden Credit Agreement (defined
_____________
Casden Properties, – obligations under Capital Leases are required to
be carried on the balance sheet of such Person in accordance with GAAP.
"Casden" means, collectively, Casden Properties, Inc., National
Partnership Investments Corp., and other Affiliates or related entities thereof
in existence as of the date immediately prior to the
_____________
Casden Properties
– Agreement.
"Casden Merger Agreement" means that certain Agreement and Plan of
Merger dated as of December 3, 2001, by and among the REIT, Casden Properties
Inc. and XYZ Holdings LLC, including all documents executed in connection
therewith or attached as exhibits thereto; provided that copies of such
_____________
Casden Properties – Borrowers with Bank of America, N.A. as from time to time
designated by Borrowers by written notification to Administrative Agent.
"DevCo" means Casden Properties LLC.
"DevCo LLC Agreement" means the limited liability company agreement
of DevCo.
"Disposition", "Dispose", or "Disposed" means the sale, transfer,
license or other
_____________
dt 230053
;
Aimco Properties
As referenced in this Credit Agreement [Amended and Restated No. 4]:
AIMCO PROPERTIES, L.P., – 29 4TH AMENDED/RESTATED CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.29
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent and Letter of Credit
_____________
AIMCO
PROPERTIES, L.P., – AGREEMENT
("AGREEMENT") is entered into as of March 11, 2002, by and among APARTMENT
INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO
PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA
HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA") and NHP MANAGEMENT
COMPANY, a District of Columbia
_____________
AIMCO PROPERTIES, L.P., – of the date first above written.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC.,
a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
_____________
dt 194038
;
AIMCO
As referenced in this Credit Agreement [Amended and Restated No. 4]:
APARTMENT INVESTMENT AND MANAGEMENT – 29.txt
{DESCRIPTION}EX-10.29 4TH AMENDED/RESTATED CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.29
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent
_____________
APARTMENT
INVESTMENT AND MANAGEMENT – AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
("AGREEMENT") is entered into as of March 11, 2002, by and among APARTMENT
INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the "REIT"), AIMCO
PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA
HOLDINGS, INC., a Delaware corporation ("AIMCO/
_____________
APARTMENT INVESTMENT AND MANAGEMENT – 120
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-
_____________
dt 152530
;
|
Fannie Mae
As referenced in this Credit Agreement [Amended and Restated No. 4]:
Federal National Mortgage
Association – Indebtedness permitted under this
Section 7.01; provided that "exceptions to non-recourse" shall include the types
of additional exceptions customarily required by Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation from time to time in its
standard form loan documentation;
(i) Indebtedness (other than any Indebtedness
_____________
dt 161912
;
ISDA
As referenced in this Credit Agreement [Amended and Restated No. 4]:
International Swaps and Derivatives Association – the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association ,
Inc., or any other master agreement (any such master agreement, together with
any related schedules, as amended, restated, extended, supplemented or otherwise
_____________
dt 160358
;
More... |
Preview
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| 2002 |
Interim Credit Agreement
Interim Credit Agreement (372K)
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INTERIM CREDIT AGREEMENT
AMONG
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.
AND
NHP MANAGEMENT COMPANY,
AS BORROWERS,
LEHMAN COMMERCIAL PAPER INC.
AS ADMINISTRATIVE AGENT,
LEHMAN COMMERCIAL PAPER INC.,
AS SYNDICATION AGENT
AND
THE OTHER FINANCIAL
INSTITUTIONS PARTY HERETO
DATED AS OF MARCH 11, 2002
AND
LEHMAN BROTHERS INC.
AS
SOLE LEAD ARRANGER AND BOOKRUNNER
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
SECTION I. DEFINITIONS AND ACCOUNTING TERMS ........................... 1
1.01. Defined Terms ............................................. 1
1.02. Use of Certain Terms ...................................... 34
1.03. Accounting Terms .......................................... 35
1.04. Rounding .................................................. 35
1.05. Exhibits and Schedules .................................... 35
1.06. References to Agreements, Exhibits and Laws ............... 35
SECTION II. THE COMMITMENTS AND EXTENSIONS OF CREDIT ................... 35
2.01. Loans ..................................................... 35
2.02. Borrowings, Conversions and Continuations of Loans ........ 36
2.03. Prepayments; Mandatory Amortization; Additional
Mandatory Prepayments ..................................... 37
2.04. Pro Rata Treatment and Payments ........................... 39
2.05. Principal and Interest; Default Rate ...................... 39
2.06. Fees ...................................................... 39
2.07. Computation of Interest and Fees .......................... 40
2.08. Making Payments ........................................... 40
2.09. Funding Sources ........................................... 41
2.10. Collateral ................................................ 41
2.11. Extension of Maturity Date ................................ 41
SECTION III. TAXES, YIELD PROTECTION AND ILLEGALITY ..................... 42
3.01. Taxes ..................................................... 42
3.02. Illegality ................................................ 44
3.03. Inability to Determine Rates .............................. 45
3.04. Increased Cost and Reduced Return; Capital Adequacy ....... 45
3.05. Breakfunding Costs ........................................ 46
3.06. Matters Applicable to all Requests for Compensation ....... 46
3.07. Survival .................................................. 46
SECTION IV. CONDITIONS PRECEDENT TO EXTENSION OF CREDIT ................ 47
4.01. Conditions of Initial Extension of Credit ................. 47
SECTION V. REPRESENTATIONS AND WARRANTIES ............................. 50
5.01. Existence and Qualification; Power ........................ 50
5.02. Power; Authorization; Enforceable Obligations ............. 50
5.03. No Legal Bar .............................................. 51
5.04. Financial Statements; No Material Adverse Effect .......... 51
5.05. Litigation ................................................ 52
5.06. No Default ................................................ 52
5.07. Ownership of Property; Liens .............................. 52
5.08. Taxes ..................................................... 52
5.09. Margin Regulations; Investment Company Act; Public
Utility Holding Company Act; REIT and Tax Status;
Stock Exchange Listing .................................... 53
{/TABLE}
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{TABLE}
{CAPTION}
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{S} {C}
5.10. ERISA Compliance .......................................... 53
5.11. Intangible Assets ......................................... 55
5.12. Compliance With Laws ...................................... 55
5.13. Environmental Compliance .................................. 55
5.14. Insurance ................................................. 56
5.15. Omitted ................................................... 56
5.16. Subsidiaries; Interests in Other Entities; Changes in
Organizational Structure .................................. 56
5.17. Matters Relating to Pledged Collateral .................... 56
5.18. Disclosure ................................................ 57
SECTION VI. AFFIRMATIVE COVENANTS ...................................... 58
6.01. Financial Statements ...................................... 58
6.02. Certificates, Notices and Other Information ............... 59
6.03. Payment Obligations ....................................... 61
6.04. Preservation of Existence ................................. 62
6.05. Maintenance of Properties ................................. 62
6.06. Maintenance of Insurance .................................. 62
6.07. Compliance With Laws ...................................... 63
6.08. Inspection Rights ......................................... 63
6.09. Keeping of Records and Books of Account ................... 63
6.10. Compliance with ERISA ..................................... 63
6.11. Compliance With Agreements ................................ 63
6.12. Use of Proceeds ........................................... 64
6.13. Communication with Accountants ............................ 64
6.14. Maintenance of REIT Status; Stock Exchange Listing ........ 64
6.15. Solvency .................................................. 64
6.16. Further Assurances ........................................ 64
6.17. Unconsolidated Partnership Distributions .................. 65
SECTION VII. NEGATIVE COVENANTS ......................................... 65
7.01. Indebtedness .............................................. 65
7.02. Liens and Negative Pledges ................................ 68
7.03. Fundamental Changes ....................................... 69
7.04. Dispositions .............................................. 71
7.05. Investments ............................................... 71
7.06. Lease Obligations ......................................... 72
7.07. Restricted Payments ....................................... 72
7.08. ERISA ..................................................... 73
7.09. Change in Nature of Business .............................. 73
7.10. Transactions with Affiliates .............................. 73
7.11. Use of Proceeds ........................................... 74
7.12. [Reserved] ................................................ 74
7.13. Limitations on Upstreaming ................................ 74
7.14. Financial Covenants ....................................... 74
7.15. Change in Auditors ........................................ 75
7.16. Special Covenants Relating to the REIT .................... 75
7.17. Taxation of AIMCO ......................................... 76
{/TABLE}
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{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION VIII. EVENTS OF DEFAULT AND REMEDIES ............................. 76
8.01. Events of Default ......................................... 76
8.02. Remedies Upon Event of Default ............................ 81
SECTION IX. ADMINISTRATIVE AGENT ....................................... 82
9.01. Appointment and Authorization of Administrative Agent ..... 82
9.02. Delegation of Duties ...................................... 82
9.03. Liability of Administrative Agent ......................... 83
9.04. Reliance by Administrative Agent .......................... 83
9.05. Notice of Default ......................................... 84
9.06. Credit Decision; Disclosure of Information by
Administrative Agent ...................................... 84
9.07. Indemnification of Administrative Agent ................... 85
9.08. Administrative Agent in Individual Capacity ............... 85
9.09. Successor Administrative Agent ............................ 85
SECTION X. MISCELLANEOUS .............................................. 86
10.01. Amendments; Consents ...................................... 86
10.02. Transmission and Effectiveness of Notices and Signatures .. 87
10.03. Attorney Costs, Expenses and Taxes ........................ 88
10.04. Binding Effect; Assignment ................................ 89
10.05. Set-Off ................................................... 92
10.06. Sharing of Payment ........................................ 92
10.07. No Waiver; Cumulative Remedies ............................ 93
10.08. Usury ..................................................... 93
10.09. Counterparts .............................................. 93
10.10. Integration; Conflicts with Other Loan Documents .......... 94
10.11. Nature of Lenders' Obligations ............................ 94
10.12. Survival of Representations and Warranties ................ 94
10.13. Indemnity by Borrowers .................................... 94
10.14. Nonliability of Lenders ................................... 95
10.15. No Third Parties Benefited ................................ 96
10.16. Severability .............................................. 96
10.17. Headings .................................................. 96
10.18. Time of the Essence ....................................... 96
10.19. GOVERNING LAW ............................................. 96
10.20. WAIVERS OF JURY TRIAL ..................................... 97
10.21. Submission To Jurisdiction; Waivers ....................... 97
10.22. Borrowers' Obligations .................................... 97
10.23. Confidentiality ........................................... 101
10.24. The Lead Arranger and the Syndication Agent ............... 102
10.25. Release of Collateral and Guarantee Obligations ........... 102
10.26. Delivery of Lender Addenda ................................ 102
{/TABLE}
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{PAGE}
EXHIBITS
FORM OF
A Request for Extension of Credit
B Compliance Certificate
C Note
D Notice of Assignment and Acceptance
E [Intentionally omitted]
F Opinion of Counsel
G Borrowers Pledge Agreement
H-1 Guaranty (Casden Guarantors)
H-2 Guaranty (REIT and Non-Casden Guarantors)
I Intra-Company Loan Subordination Agreement
J Intercreditor Agreement
K Lender Addendum
SCHEDULES
1.01A Construction/Renovation Properties
1.01B GP Loans
1.01C Guarantors
1.01D Management Entities
1.01E Collateral
1.01F Ratings
5.03A Transfer Restrictions in Organization Documents
5.03B Transfer Restrictions in Contractual Obligations
5.05 Litigation
5.08 Taxes
5.10 ERISA Compliance
5.13 Environmental Compliance
5.16 Organizational Chart
7.01(d) Existing Recourse Indebtedness
7.01(i) Other Existing Indebtedness
7.01(k) Existing Bond Indebtedness
7.01(m) Existing Cross-Collateralized and Cross-Defaulted Indebtedness
10.02 Addresses for Notices
-iv-
{PAGE}
INTERIM CREDIT AGREEMENT
This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of
March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a
Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia
corporation ("NHP Management") (collectively, REIT, AIMCO and NHP Management are
defined as "Borrowers"), each lender from time to time party hereto
(collectively, "Lenders" and individually, a "Lender"), and LEHMAN COMMERCIAL
PAPER INC. ("LCPI"), as Administrative Agent ("Administrative Agent"), and as a
Lender and Syndication Agent.
RECITALS
WHEREAS, the REIT and the other Persons party thereto have entered
into the Merger Agreement (as hereinafter defined) pursuant to which, among
other things, (i) Casden Properties Inc. will be merged with and into the REIT
or into a wholly owned subsidiary of the REIT, (ii) Borrowers will acquire all
of the outstanding capital Stock of National Partnership Investments Corp. and
(iii) a subsidiary of Borrowers will acquire a 20% membership interest in a
limited liability company expected to be called Casden Properties LLC
(collectively, along with the other transactions contemplated by the Merger
Agreement, the "Transaction"); and
WHEREAS, the Lenders have agreed to provide a term loan facility of
up to $287,000,000 to Borrowers to (i) finance the Transaction, (ii) fund
initial capital expenditures relating to the Transaction, (iii) pay related fees
and expenses, (iv) fund certain loan advances for the development of the Park La
Brea and Westwood Village properties and (v) fund other working capital
purposes;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:
SECTION I. DEFINITIONS AND ACCOUNTING TERMS
1.01. Defined Terms.
As used in this Agreement, the following terms shall have the
meanings set forth below:
"Acquisition Agreement" means that certain Acquisition Agreement
dated as of June 28, 2000, by and among the REIT, AIMCO, NHP Management Company
and AIMCO/NHP Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin,
Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton,
as sellers, together with any amendments or modifications thereto approved by
Administrative Agent in writing.
"Adjusted Fixed Charges" means, for any period, the sum of (i) Total
Interest Expense for such period, plus (ii) Total Scheduled Amortization for
such period (including Scheduled Amortization for Borrowers, Guarantors and
their respective Subsidiaries made pursuant to the Loan Documents for such
period), plus (iii) dividends accrued (whether or not
{PAGE}
2
declared or payable) on the preferred Stock and/or preferred Partnership Units
of the Borrowers or any of their Subsidiaries during such period. For purposes
of determining Scheduled Amortization under the Loan Documents for the
calculation of Adjusted Fixed Charges for any period, that certain $97,000,000
principal amortization installment required to be paid under the Loan Documents
on or before March __, 2003 shall be deemed to have been paid in equal quarterly
installments during each of the fiscal quarters ending June 30, 2002, September
30, 2002, December 31, 2002 and March 31, 2003, and that certain $97,000,000
principal amortization installment required to be paid under the Loan Documents
on or before March ___, 2004 shall be deemed to have been paid in equal
quarterly installments during each of the fiscal quarters ending June 30, 2003,
September 30, 2003, December 31, 2003 and March 31, 2004.
"Adjusted Fixed Charges Coverage Ratio" means, as of any date of
determination, the ratio of (a) Adjusted Total Corporate EBITDA for the four
fiscal quarter period ending on such date to (b) Adjusted Fixed Charges during
such period.
"Adjusted Total Corporate EBITDA" means, for any period, the Total
Corporate EBITDA for such period minus the Capital Expenditure Reserve as of the
last day of such period.
"Adjusted Total NOI" means, for any period, Borrowers', the
Guarantors' and their respective Affiliates' pro-rata share of Net Operating
Income, including the Borrowers', Guarantors' and their respective Affiliates'
pro-rata share of Net Operating Income from unconsolidated Persons, less the
Capital Expenditure Reserve as of the last day of such period.
"Administrative Agent" means Lehman Commercial Paper Inc., in its
capacity as Administrative Agent under any of the Loan Documents, or any
successor administrative agent.
"Administrative Agent's Office" means Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as Administrative Agent hereafter may designate by written
notice to Borrowers and Lenders.
"Administrative Agent-Related Persons" means Administrative Agent
(including any successor agent), together with its Affiliates (including, in the
case of Administrative Agent, Lehman Brothers Inc.), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.
"Affiliate", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, that Person. A Person shall be deemed to be "controlled by"
any other Person if such other Person possesses, directly or indirectly, power
(a) to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managing general
partners; or (b) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.
"Agreement" means this Interim Credit Agreement, as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time.
"AIMCO" is defined in the preamble.
265489
|
Casden
As referenced in this Interim Credit Agreement:
Casden Properties – REIT and the other Persons party thereto have entered
into the Merger Agreement (as hereinafter defined) pursuant to which, among
other things, (i) Casden Properties Inc. will be merged with and into the REIT
or into a wholly owned subsidiary of the REIT, (ii) Borrowers will acquire all
_____________
Casden Properties – Investments Corp. and
(iii) a subsidiary of Borrowers will acquire a 20% membership interest in a
limited liability company expected to be called Casden Properties LLC
(collectively, along with the other transactions contemplated by the Merger
Agreement, the "Transaction"); and
WHEREAS, the Lenders have agreed to provide a
_____________
Casden Properties, – obligations under Capital Leases are required to
be carried on the balance sheet of such Person in accordance with GAAP.
"Casden" means, collectively, Casden Properties, Inc., National
Partnership Investments Corp. and other Affiliates or related entities thereof
in existence as of the date immediately prior to the
_____________
Casden Properties – Borrowers with Bank of America, N.A., as from time to time
designated by Borrowers by written notification to Administrative Agent.
"DevCo" means Casden Properties LLC.
"DevCo LLC Agreement" means the limited liability company agreement
of DevCo.
"Development Properties" means the Properties located in Park La
Brea, Los
_____________
Casden Properties – with the terms hereof.
"Merger Agreement" means that certain Agreement and Plan of Merger
dated as of December 3, 2001 among the REIT, Casden Properties Inc. and XYZ
Holdings LLC in effect on the date hereof, including all documents executed in
connection therewith or attached as exhibits thereto.
"
_____________
dt 230055
;
Aimco Properties
As referenced in this Interim Credit Agreement:
AIMCO PROPERTIES, L.P.
– txt
{DESCRIPTION}EX-10.32 INTERIM CREDIT AGREEMENT (LEHMAN)
{TEXT}
{PAGE}
EXHIBIT 10.32
INTERIM CREDIT AGREEMENT
AMONG
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.
AND
NHP MANAGEMENT COMPANY,
AS BORROWERS,
LEHMAN COMMERCIAL PAPER INC.
AS ADMINISTRATIVE AGENT,
LEHMAN COMMERCIAL PAPER INC.,
AS SYNDICATION AGENT
AND
THE
_____________
AIMCO PROPERTIES, L.P., – CREDIT AGREEMENT ("Agreement") is entered into as of
March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a
Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia
corporation ("NHP Management") (collectively, REIT, AIMCO and NHP Management
_____________
AIMCO PROPERTIES, L.P.
– duly executed as of the date first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PETER K. KOMPANIEZ
------------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC., a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
------------------------------------------
Peter K. Kompaniez
President
NHP MANAGEMENT COMPANY,
_____________
dt 194041
;
AIMCO
As referenced in this Interim Credit Agreement:
APARTMENT INVESTMENT AND
MANAGEMENT – SEQUENCE}7
{FILENAME}d94548ex10-32.txt
{DESCRIPTION}EX-10.32 INTERIM CREDIT AGREEMENT (LEHMAN)
{TEXT}
{PAGE}
EXHIBIT 10.32
INTERIM CREDIT AGREEMENT
AMONG
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.
AND
NHP MANAGEMENT COMPANY,
AS BORROWERS,
LEHMAN COMMERCIAL PAPER INC.
AS ADMINISTRATIVE AGENT,
LEHMAN COMMERCIAL PAPER INC.,
AS
_____________
APARTMENT INVESTMENT AND MANAGEMENT – for Notices
-iv-
{PAGE}
INTERIM CREDIT AGREEMENT
This INTERIM CREDIT AGREEMENT ("Agreement") is entered into as of
March 11, 2002, by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a
Maryland corporation ("REIT"), AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("AIMCO") and NHP MANAGEMENT COMPANY, a District of Columbia
corporation ("
_____________
Apartment Investment and Management – mechanism) any Indebtedness described in Sections
7.01(d), (e), (h) and (i).
"Register" is defined in Section 10.04(c).
"REIT" means Apartment Investment and Management Company, a Maryland
corporation.
"REIT Status" means, with respect to any Person, (a) the
qualification of such Person as a real estate investment
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – Agent.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PETER K. KOMPANIEZ
------------------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC., a Delaware corporation
Its: General
_____________
dt 152533
;
|
Fannie Mae
As referenced in this Interim Credit Agreement:
Federal National Mortgage Association – Indebtedness permitted under this Section 7.01; provided that "exceptions to
non-recourse" shall include the types of additional exceptions customarily
required by Federal National Mortgage Association or Federal Home Loan Mortgage
Corporation from time to time in its standard form loan documentation;
(i) Indebtedness (other than any Indebtedness
_____________
dt 161913
;
More... |
| Full Doc
| 2002 |
List of Subsidiaries
List of Subsidiaries (98K)
Doc #265496: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-21.1
{SEQUENCE}10
{FILENAME}d94548ex21-1.txt
{DESCRIPTION}EX-21.1 LIST OF SUBSIDIARIES
{TEXT}
{PAGE}
EXHIBIT 21.1
List of Subsidiaries
AIMCO LA QRS, Inc. (DE)
AIMCO GP LA, L.P. (DE)
AIMCO LP LA, L.P. (DE)
7400 Roosevelt Corp. (MA)
AIMCO/Beacon Hill, Inc. (DE)
AIMCO/Bethesda Holdings Acquisitions II, Inc. (DE)
AIMCO/Blossomtree, Inc. (DE)
AIMCO/Brant Rock, Inc. (DE)
AIMCO Calhoun, Inc. (DE)
AIMCO Capital Corporation (DE)
AIMCO/Colonnade, Inc. (DE)
AIMCO/Foothills, Inc. (DE)
AIMCO/Fox Bay, Inc. (DE)
AIMCO/Foxtree, Inc. (DE)
AIMCO/Freedom Place, Inc. (DE)
AIMCO/Grovetree, Inc. (DE)
AIMCO/Hazeltree, Inc. (DE)
AIMCO/Hiddentree, Inc. (DE)
AIMCO Holdings QRS, Inc. (DE)
AIMCO IGA, Inc. (DE)
AIMCO/IPT, Inc. (DE)
AIMCO/Islandtree, Inc. (DE)
AIMCO LJ Tucson, Inc. (DE)
AIMCO/Olmos, Inc. (DE)
AIMCO/Orchidtree, Inc. (DE)
AIMCO/OTC QRS, Inc. (DE)
AIMCO/Pine Creek, Inc. (DE)
AIMCO/Polo Park, Inc. (DE)
AIMCO Properties Finance Corp. (DE)
AIMCO/Quailtree, Inc. (DE)
AIMCO/Rivercrest, Inc. (DE)
AIMCO/Sand Castles, Inc. (DE)
AIMCO/Sand Pebble, Inc. (DE)
AIMCO/Shadetree, Inc. (DE)
AIMCO/Shadow Lake, Inc. (DE)
AIMCO/Silktree, Inc. (DE)
AIMCO/Surrey Oaks, Inc. (DE)
AIMCO/Tall Timbers, Inc. (DE)
AIMCO/The Hills, Inc. (DE)
AIMCO/Timbertree, Inc. (DE)
AIMCO/Twinbridge, Inc. (DE)
AIMCO/Wickertree, Inc. (DE)
AIMCO/Wildflower, Inc. (DE)
AIMCO/Windsor Landing, Inc. (DE)
AIMCO/Woodhollow, Inc. (DE)
AIMCO/Wydewood, Inc. (DE)
{PAGE}
AIMCO/Yorktree, Inc. (DE)
AIMCO-GP, Inc. (DE)
AIMCO-LP, Inc. (DE)
A.J. One, Inc. (DE)
A.J. Two, Inc. (DE)
Ambassador I, Inc. (DE)
Ambassador II, Inc. (DE)
Ambassador IV, Inc. (DE)
Ambassador V, Inc. (DE)
Ambassador VI, Inc. (DE)
Ambassador VII, Inc. (DE)
Ambassador VIII, Inc. (DE)
Ambassador IX, Inc. (DE)
Ambassador X, Inc. (DE)
Ambassador XI, Inc. (DE)
Ambassador Florida Partners, Inc. (DE)
Ambassador Texas, Inc. (DE)
AmReal Corporation (SC)
AmReal Realty, Inc. (SC)
Angeles Acceptance Directives, Inc. (DE)
Angeles Investment Properties, Inc. (CA)
Angeles Properties, Inc. (CA)
Angeles Realty Corporation (CA)
Angeles Realty Corporation II (CA)
Angeles Securitization Corporation (DE)
Bent Tree VI Corporation (MD)
Brampton Corp. (CT)
C-O Corporation (MD)
Calmark/Fort Collins, Inc. (CA)
Capital Commercial, Inc. (MD)
Carriage AP X, Inc. (MI)
Casa del Mar, Inc. (FL)
CCP/III Village Green GP, Inc. (SC)
CCP/IV Briar Bay GP, Inc. (SC)
Century Stoney Greens, Inc. (CA)
Colony of Springdale Properties, Inc. (TX)
ConCap CCP/IV River's Edge Properties, Inc. (TX)
ConCap CCP/IV Stratford Place Properties, Inc. (TX)
ConCap Equities, Inc. (DE)
ConCap Holdings, Inc. (TX)
Congress Realty Corp. (MA)
CPF 16 Landings GP, Inc. (SC)
CPF XIV/St. Charleston, Inc. (NV)
CPF XIV/Sun River, Inc. (AZ)
CPF XIV/Torrey Pines, Inc. (NV)
CPF XV/Lakeside Place, Inc. (TX)
Cragin Service Corporation (IL)
CRC Congress Realty Corp. (MA)
2
{PAGE}
CRC Scotch Corp. (MA)
CRPTEX, Inc. (TX)
D-O Corporation (MD)
Davidson Diversified Properties, Inc. (TN)
Davidson Growth Plus GP Corporation (DE)
Davidson Properties, Inc. (TN)
East Windsor 255, Inc. (DE)
Fox Capital Management Corporation (CA)
Fox Strategic Housing Income Partners, Inc. (CA)
GP Services III, Inc. (DE)
GP Services IV, Inc. (SC)
GP Services IX, Inc. (SC)
GP Services V, Inc. (SC)
GP Services VI, Inc. (SC)
GP Services VIII, Inc. (SC)
GP Services XI, Inc. (SC)
GP Services XII, Inc. (SC)
GP Services XIII, Inc. (SC)
GP Services XIV, Inc. (SC)
GP Services XV, Inc. (SC)
GP Services XVI, Inc. (SC)
GP Services XVII, Inc. (SC)
GP Services XVIII, Inc. (SC)
GP Services XIX, Inc. (SC)
Granada AIPL 6, Inc. (TX)
Heritage Park Investors, Inc. (CA)
Heritage Park/MRA, Inc. (CA)
Holbrook Enterprises, Inc. (IL)
Hunters Run Properties Corporation (GA)
IAP GP Corporation (DE)
IFT Financing I (DE)
265496
|
Casden
As referenced in this List of Subsidiaries:
Casden Properties – Casden HillCreste QRS Inc.
Casden Indian Oaks QRS Inc.
Casden Lakes QRS Inc.
Casden Malibu Canyon QRS Inc.
Casden Park La Brea Inc.
Casden Properties QRS II Inc.
Casden Properties QRS III Inc.
Casden Topanga QRS Inc.
Casden Westwood QRS, Inc.
HAPI Management Inc.
HMI Property Management (Arizona)
_____________
Casden Properties – Indian Oaks QRS Inc.
Casden Lakes QRS Inc.
Casden Malibu Canyon QRS Inc.
Casden Park La Brea Inc.
Casden Properties QRS II Inc.
Casden Properties QRS III Inc.
Casden Topanga QRS Inc.
Casden Westwood QRS, Inc.
HAPI Management Inc.
HMI Property Management (Arizona) Inc.
HMI Property Management Inc.
_____________
Casden Properties – Park La Brea LLC
Casden Park La Brea A LLC
("Palazzo")
Casden Park La Brea B LLC
Casden Park La Brea C LLC
Casden Properties GP I LLC
Casden Properties GP I LP
Casden Properties GP II LP
Casden Properties GP III LP
Casden Properties Operating Partnership, LP
_____________
Casden Properties – Park La Brea A LLC
("Palazzo")
Casden Park La Brea B LLC
Casden Park La Brea C LLC
Casden Properties GP I LLC
Casden Properties GP I LP
Casden Properties GP II LP
Casden Properties GP III LP
Casden Properties Operating Partnership, LP
Casden Properties Sub LLC
Casden
_____________
Casden Properties – Palazzo")
Casden Park La Brea B LLC
Casden Park La Brea C LLC
Casden Properties GP I LLC
Casden Properties GP I LP
Casden Properties GP II LP
Casden Properties GP III LP
Casden Properties Operating Partnership, LP
Casden Properties Sub LLC
Casden Topanga GP LLC
Casden Topanga
_____________
dt 230057
;
| |
Preview
Full Doc
| 2001 |
Master Indemnification Agreement
Master Indemnification Agreement (57K)
Doc #265503: Click preview link for longer preview.
MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability company ("XYZ"), the Casden Group (as defined herein) and
the Blackacre Entity (as defined herein).
WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of Merger,
dated as of December 3, 2001 (the "Casden Merger Agreement"), with Casden
Properties Inc., a Maryland corporation ("Casden") and XYZ;
WHEREAS, AIMCO and a wholly owned subsidiary of AIMCO ("AIMCO
Merger Sub") have entered into an Agreement and Plan of Merger, dated as of
December 3, 2001 (the "Park La Brea Merger Agreement" and, together with
the Casden Merger Agreement, the "Merger Agreements"), with Casden Park La
Brea Inc., a Maryland corporation ("CPLB");
WHEREAS, AIMCO OP, Casden, Casden Properties Operating
Partnership, L.P., a Delaware limited partnership ("Casden OP"), and
certain of the limited partners of Casden OP have entered into a OP Unit
Contribution Agreement, dated as of December 3, 2001 (the "OP Unit
Contribution Agreement");
WHEREAS, AIMCO OP, Alan I. Casden, AIC REIT Properties LLC, a
Delaware limited liability company, Casden Investment Corp., a California
corporation, and National Partnership Investments Corp., a California
corporation, have entered into a Contribution Agreement, dated as of
December 3, 2001 (the "Casden Contribution Agreement," together with the OP
Unit Contribution Agreement, the "Contribution Agreements");
WHEREAS, AIMCO, the Casden Indemnitors (as defined herein), Casden
Builders, Inc., CPLB and NAPICO, Inc. have entered into a Tax
Indemnification and Tax Contest Agreement, dated as of December 3, 2001
(the "Tax Indemnity Agreement"), providing for certain indemnification
rights and obligations of the parties thereto; and
WHEREAS, as a condition to consummating the transactions
contemplated by the Merger Agreements and the Contribution Agreements
(collectively, the "Acquisition Agreements"), and as an inducement to do
so, the parties hereto are entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Definitions. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Casden
Merger Agreement. In addition, the following terms shall have the
respective meanings ascribed thereto:
"18-Month Securities" shall mean the Casden 18-Month Securities
and the Blackacre 18-Month Securities.
"24-Month Securities" shall mean the Casden 24-Month Securities
and the Blackacre 24-Month Securities.
"Acquisition Agreements" shall have the meaning set forth in the
Recitals.
"Affiliate" shall mean, with respect to any person or entity, any
person or entity which, directly or indirectly, controls, is controlled by,
or is under common control with, the specified person or entity.
"AIMCO Common Stock" shall mean shares of AIMCO's Class A Common
Stock, par value $.01 per share, issued pursuant to the Acquisition
Agreements and any other securities issuable in respect thereof, whether as
a dividend or distribution, in connection with a stock split, merger,
recapitalization or otherwise.
"AIMCO Indemnitees" shall mean AIMCO, AIMCO OP, and their present
and future Affiliates, and the Representatives of the foregoing.
"AIMCO OP Units" shall mean partnership common units of AIMCO OP
issued pursuant to the Acquisition Agreements and any other securities
issuable in respect thereof, whether as a distribution, in connection with
a split of such common units, merger, recapitalization or otherwise.
"AIMCO Parties" shall mean AIMCO and AIMCO OP and "AIMCO Party"
shall mean either of them.
"AIMCO Securities" shall mean AIMCO Common Stock or AIMCO OP
Units.
"Blackacre 18-Month Securities" shall mean AIMCO Securities
designated by AIMCO and the Blackacre Entity and issued to the Blackacre
Entity in the Merger that have a Value of $25 million, subject to reduction
pursuant to Section 9(g).
"Blackacre 24-Month Securities" shall mean AIMCO Securities
designated by AIMCO and the Blackacre Entity and issued to the Blackacre
Entity in the Merger that have a Value of $25 million, subject to reduction
pursuant to Section 9(g).
"Blackacre Entity" shall mean Cerberus Partners, L.P., a Delaware
limited partnership.
"Blackacre Permitted Transferee" shall mean any Affiliate of the
Blackacre Entity; provided, however, any such Permitted Transferee shall
have agreed to be bound by all of the terms of this Agreement pursuant to
an agreement reasonably acceptable to AIMCO.
"Blackacre Securities" shall mean the Blackacre 18-Month
Securities and the Blackacre 24-Month Securities.
"Cap Reduction Date" shall mean the date that is 180 days after
the first anniversary of the Closing Date.
265503
|
Casden
As referenced in this Master Indemnification Agreement:
Casden
Properties – WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of Merger,
dated as of December 3, 2001 (the "Casden Merger Agreement"), with Casden
Properties Inc., a Maryland corporation ("Casden") and XYZ;
WHEREAS, AIMCO and a wholly owned subsidiary of AIMCO ("AIMCO
Merger Sub") have entered into an
_____________
Casden Properties – together with
the Casden Merger Agreement, the "Merger Agreements"), with Casden Park La
Brea Inc., a Maryland corporation ("CPLB");
WHEREAS, AIMCO OP, Casden, Casden Properties Operating
Partnership, L.P., a Delaware limited partnership ("Casden OP"), and
certain of the limited partners of Casden OP have entered into a
_____________
dt 230061
;
AIC REIT
As referenced in this Master Indemnification Agreement:
AIC REIT Properties LLC – into a OP Unit
Contribution Agreement, dated as of December 3, 2001 (the "OP Unit
Contribution Agreement");
WHEREAS, AIMCO OP, Alan I. Casden, AIC REIT Properties LLC , a
Delaware limited liability company, Casden Investment Corp., a California
corporation, and National Partnership Investments Corp., a California
corporation, have entered into
_____________
dt 278505
;
Aimco Properties
As referenced in this Master Indemnification Agreement:
AIMCO PROPERTIES, L.P., – 10.2
{SEQUENCE}5
{FILENAME}s264933.txt
{DESCRIPTION}MASTER INDEMNIFICATION AGREEMENT
{TEXT}
MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (
_____________
AIMCO Properties, L.P., – Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability company ("XYZ"), the Casden Group (as defined herein) and
_____________
AIMCO PROPERTIES, L.P.
– and delivered as of the date first above written.
APARTMENT AND INVESTMENT
MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
---------------------------------------------
Name: Peter Kompaniez
Title: President
AIMCO PROPERTIES, L.P.
By: /s/ Peter Kompaniez
---------------------------------------------
Name: Peter Kompaniez
Title: President
XYZ HOLDINGS LLC
By: CASDEN INVESTMENT CORP., its managing member
By: /s/ Alan
_____________
dt 194046
;
|
AIMCO
As referenced in this Master Indemnification Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}5
{FILENAME}s264933.txt
{DESCRIPTION}MASTER INDEMNIFICATION AGREEMENT
{TEXT}
MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
_____________
Apartment Investment and Management
– of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability
_____________
Apartment Investment and Management – at the following
addresses (or at such other address for a party as shall be specified by
like notice):
If to AIMCO, to:
Apartment Investment and Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telephone: (714) 593-1733
Telecopy:(714) 593-1703
_____________
Apartment Investment and Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telephone: (714) 593-1733
Telecopy:(714) 593-1703
and
Apartment Investment and Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telephone: (303) 691-4330
_____________
dt 152541
;
Blackacre
As referenced in this Master Indemnification Agreement:
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq. and Scott Calfas, Esq.
Telephone: (213) 229-7638
Telecopy:(213) 229-6638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telephone: (212) 891-1540
Telecopy: (212)
_____________
dt 230080
;
More... |
Preview
Full Doc
| 2001 |
Tax Indemnification and Contest Agreement
Tax Indemnification and Contest Agreement (58K)
Doc #265505: Click preview link for longer preview.
TAX INDEMNIFICATION AND CONTEST AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
TAX INDEMNIFICATION AND CONTEST AGREEMENT
This TAX INDEMNIFICATION AND TAX CONTEST AGREEMENT (this
"Agreement") is dated as of December 3, 2001, by and among XYZ Holdings LLC
("XYZ" or the "Lead Indemnitor"), The Casden Company ("TCC"), Casden
Investment Corp. ("CIC"), Alan I. Casden ("AIC"), and Cerberus Partners,
L.P. ("CP") (the "Additional Indemnitors" and, collectively with the Lead
Indemnitor, the "Indemnitors"), and Apartment Investment and Management
Company ("AIMCO") and National Partnership Investments Corp. ("NAPICO").
WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of
Merger with each of Casden Properties, Inc. ("Casden REIT") and Casden Park
La Brea, Inc. ("CPLB REIT"), each dated as of the date hereof (the "Casden
Merger Agreement" and the "Park La Brea Merger Agreement," respectively
and, together, the "Merger Agreements"); and
WHEREAS, as a condition to entering into the Merger
Agreements, the Contribution Agreement, the Casden Contribution Agreement
and other agreements to be entered into in connection therewith
(collectively, the "Acquisition Agreements"), and as an inducement to do
so, the parties hereto are entering into this Agreement;
NOW, THEREFORE, in consideration of the promises and
mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For purposes of this Agreement, the
following terms shall apply:
(a) "Acquired Asset" shall mean any asset acquired
directly or indirectly by AIMCO as a result of the transactions
contemplated by the Merger Agreements.
(b) "AIMCO Common Stock" shall mean shares of AIMCO's
Class A Common Stock, par value $.01 per share, issued pursuant to
the Acquisition Agreements and any other securities issuable in
respect thereof, whether as a dividend or distribution, in
connection with a stock split, merger, recapitalization or
otherwise.
(c) "AIMCO Common Stock Price" shall mean $47 per share.
(d) "AIMCO OP Units" shall mean partnership common units
of AIMCO OP issued pursuant to the Acquisition Agreements and any
other securities issuable in respect thereof, whether as a
distribution, in connection with a split of such common units,
merger, recapitalization or otherwise.
(e) "AIMCO Securities" shall mean AIMCO Common Stock or
AIMCO OP Units.
(f) "Casden" shall mean Casden Properties, Inc. and every
Casden Subsidiary.
(g) "Casden Entities" shall mean AIC, TCC and CIC.
(h) "CPLB" shall mean CPLB REIT and every CPLB Subsidiary
(as defined in the Park La Brea Merger Agreement).
(i) "Final Determination" shall mean (i) a decision,
judgment, decree, or other order by any court of competent
jurisdiction, which decision judgment, decree, or other order has
become final after all allowable appeals by either party to the
action have been exhausted or the time for filing such appeal has
expired, (ii) a closing agreement entered into under Section 7121
of the Code, or any final settlement agreement entered in
connection with any administrative or judicial proceeding, or
(iii) the expiration of time for instituting a claim for refund,
or if such claim was filed, the expiration of time for instituting
a suit with respect thereto.
(j) "Indemnitee" shall mean each of AIMCO and NAPICO, as
the case may be.
(k) "Indemnity Amount" shall mean the amount payable by
Indemnitor to an Indemnitee pursuant to Section 2.
(l) "Pre-Closing Period" shall mean any taxable year or
period that ends on or before the Closing Date.
(m) "Scheduled Taxes" shall mean the items listed on
Schedule B hereto.
(n) "Section 6662 Tax Liabilities" shall mean any
penalties imposed by a Tax authority for fraud, willful misconduct
or under Section 6662(b)(2) of the Code (or similar provisions of
state, local or foreign law), and any interest and additions to
tax related thereto.
(o) "Straddle Period" shall mean, with respect to any
taxable year or period of an entity that begins on or before the
Closing Date but ends after the Closing Date, the portion of such
taxable year or period that (i) begins on the first day of such
taxable year or period, and (ii) ends on the Closing Date. For
purposes of this Agreement, the Tax liability of any entity with
respect to a Straddle Period shall be computed as follows: (i) in
the case of Taxes of an entity that are either (A) based upon or
related to income or receipts, or (B) imposed in connection with
any sale, transfer, assignment, or distribution of property
(whether real or personal, tangible or intangible) by such entity,
the Tax liability for the Straddle Period shall be deemed equal to
the amount that would be payable if the period for which such Tax
is assessed had ended on and included the Closing Date, not
including transactions occurring on the Closing Date after the
Closing, and not including transfer and similar taxes related to
the transactions contemplated by the Acquisition Agreements,
determined, to the extent permissible under applicable laws, in a
manner which is consistent with such entity's accounting practices
and business operations as in effect prior to the Closing Date;
and (ii) in the case of Taxes that are not described in clause (i)
above, the Tax liability for the Straddle Period shall be the
amount due and payable on or before the Closing Date.
(p) "Substantial Authority" shall mean substantial
authority within the meaning of Section 6662(d)(2)(B)(i) of the
Code and the Treasury Regulations promulgated thereunder.
(q) "Tax Law Change" shall mean modifications to, or
enactment, promulgation, release or adoption of any changes in the
Code or the Tax law of any state, local, or foreign jurisdiction.
265505
|
Casden
As referenced in this Tax Indemnification and Contest Agreement:
Casden Properties, – Company ("AIMCO") and National Partnership Investments Corp. ("NAPICO").
WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of
Merger with each of Casden Properties, Inc. ("Casden REIT") and Casden Park
La Brea, Inc. ("CPLB REIT"), each dated as of the date hereof (the "Casden
Merger Agreement"
_____________
Casden Properties, – such common units,
merger, recapitalization or otherwise.
(e) "AIMCO Securities" shall mean AIMCO Common Stock or
AIMCO OP Units.
(f) "Casden" shall mean Casden Properties, Inc. and every
Casden Subsidiary.
(g) "Casden Entities" shall mean AIC, TCC and CIC.
(h) "CPLB" shall mean CPLB REIT and every
_____________
dt 230062
;
Aimco Properties
As referenced in this Tax Indemnification and Contest Agreement:
AIMCO Properties, L.P., – this Agreement shall be given in the
same manner as in the Master Indemnification Agreement by and among
Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ
Holdings LLC and the other parties signatory thereto, dated as of the date
hereof (the "Master Indemnification Agreement").
Section 10. Miscellaneous.
(
_____________
dt 194047
;
AIMCO
As referenced in this Tax Indemnification and Contest Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – EX-10.3
{SEQUENCE}6
{FILENAME}s264935.txt
{DESCRIPTION}TAX INDEMNIFICATION AND CONTEST AGREEMENT
{TEXT}
TAX INDEMNIFICATION AND CONTEST AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
TAX INDEMNIFICATION AND
_____________
Apartment Investment and Management
– CIC"), Alan I. Casden ("AIC"), and Cerberus Partners,
L.P. ("CP") (the "Additional Indemnitors" and, collectively with the Lead
Indemnitor, the "Indemnitors"), and Apartment Investment and Management
Company ("AIMCO") and National Partnership Investments Corp. ("NAPICO").
WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of
Merger with each
_____________
Apartment Investment and Management – permitted by the terms of this Agreement shall be given in the
same manner as in the Master Indemnification Agreement by and among
Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ
Holdings LLC and the other parties signatory thereto, dated as of the date
hereof (the "Master Indemnification
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – By: /s/ Ronald Kravit
---------------------------------------
Name: Ronald Kravit
Title: Authorized Signatory
NATIONAL PARTNERSHIP INVESTMENTS CORP.
By: /s/ Charles Boxenbaum
---------------------------------------
Name: Charles Boxembaum
Title: Chairman
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
---------------------------------------
Name: Peter Kompaniez
Title: President
{/TEXT}
{/DOCUMENT}
_____________
dt 152542
;
| National Partnership Investments Corp.;
XYZ Holdings LLC;
The Casden Company
|
Preview
Full Doc
| 2000 |
Agreement of Purchase and Sale
Agreement of Purchase and Sale (68K)
Doc #391191: Click preview link for longer preview.
AGREEMENT OF PURCHASE AND SALE
AND
JOINT ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Joint Escrow Instructions
("Agreement") is made and entered into as of April 17, 2000, by and between
Pinnacle Entertainment, Inc., a Delaware corporation, successor by merger with
Hollywood Park, Inc. ("Seller"), and Casden Properties Inc., a Maryland
corporation ("Buyer"), with reference to the following facts:
A. Seller is the owner of certain . . .
391191
|
Casden
As referenced in this Agreement of Purchase and Sale:
Casden Properties Inc – Instructions
("Agreement") is made and entered into as of April 17, 2000, by and between
Pinnacle Entertainment, Inc., a Delaware corporation, successor by merger with
Hollywood Park, Inc. ("Seller"), and Casden Properties Inc ., a Maryland
corporation ("Buyer"), with reference to the following facts:
A. Seller is the owner of certain real property located in the City of
Inglewood (the "City"), County of
_____________
Casden Properties Inc – 4844
With a copy to: Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attention: Sandra G. Kanengiser
Facsimile: (310) 203-7199
If to Buyer: Casden Properties Inc .
9090 Wilshire Blvd.
Beverly Hills, CA 90211
Attention: Alan I. Casden, Linda Miller and
Andrew J. Starrels
Facsimile: (310) 278-2567
With a copy to: Manatt, Phelps & Phillips LLP
_____________
Casden Properties Inc – 310) 312-4224
8.16. Exculpation. Notwithstanding anything to the contrary contained
-----------
herein, no partner of Casden Properties Operating Partnership, L.P. nor
shareholder officer, director or other principal of Casden Properties Inc . or
Seller, nor any officer, director or other principal of any partner of Casden
Properties Operating Partnership, L.P. or shareholder of Casden Properties Inc.,
nor any legal representative,
_____________
Casden Properties Inc – director or other principal of Casden Properties Inc. or
Seller, nor any officer, director or other principal of any partner of Casden
Properties Operating Partnership, L.P. or shareholder of Casden Properties Inc .,
nor any legal representative, heir, estate, successor or assign of such partner
or shareholder or any other such person, whether disclosed or undisclosed, shall
have any personal liability with
_____________
CASDEN PROPERTIES INC – to this Agreement or any proceeding in connection therewith.
-16-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"BUYER"
CASDEN PROPERTIES INC .,
a Maryland corporation
By: /s/ Linda Miller
--------------------------------------
Its: Executive Vice President
--------------------------------------
"SELLER"
PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation
By: /s/ G. Michael Finnigan
---------------------------------------
Its: President & Chief Executive Officer
--------------------------------------
ACKNOWLEDGED
_____________
dt 1468751
;
Pinnacle
As referenced in this Agreement of Purchase and Sale:
Pinnacle Entertainment, Inc – AND SALE
AND
JOINT ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Joint Escrow Instructions
("Agreement") is made and entered into as of April 17, 2000, by and between
Pinnacle Entertainment, Inc ., a Delaware corporation, successor by merger with
Hollywood Park, Inc. ("Seller"), and Casden Properties Inc., a Maryland
corporation ("Buyer"), with reference to the following facts:
A. Seller is the
_____________
Pinnacle Entertainment, Inc – is being given, except that any notice given by certified mail shall be deemed
delivered three (3) days after deposit in the United States mails.
-15-
{PAGE}
If to Seller: Pinnacle Entertainment, Inc .
4400 MacArthur Blvd., Suite 380
Newport Beach, CA 92660
Attention: G. Michael Finnigan
Facsimile: (949) 752-4844
With a copy to: Irell & Manella LLP
1800 Avenue of the Stars,
_____________
PINNACLE ENTERTAINMENT, INC – parties have executed this Agreement as of the day
and year first above written.
"BUYER"
CASDEN PROPERTIES INC.,
a Maryland corporation
By: /s/ Linda Miller
--------------------------------------
Its: Executive Vice President
--------------------------------------
"SELLER"
PINNACLE ENTERTAINMENT, INC .,
a Delaware corporation
By: /s/ G. Michael Finnigan
---------------------------------------
Its: President & Chief Executive Officer
--------------------------------------
ACKNOWLEDGED AND ACCEPTED:
COMMONWEALTH LAND TITLE
INSURANCE COMPANY
By: /s/
--------------------------------------
Its: Vice President
--------------------------------------
-17-
{PAGE}
EXHIBIT
_____________
PINNACLE ENTERTAINMENT, INC – Its: Vice President
--------------------------------------
-17-
{PAGE}
EXHIBIT C
---------
ASSIGNMENT OF INTANGIBLE ASSETS
THIS ASSIGNMENT OF INTANGIBLE ASSETS ("Assignment") is made and entered
into as of ____________ ___, 2000, by and between PINNACLE ENTERTAINMENT, INC .,
a Delaware corporation, successor by merger with Hollywood Park, Inc.
("Assignor"), and CASDEN PROPERTIES INC., a Maryland corporation ("Assignee"),
with reference to the following facts:
A. Assignor and Assignee
_____________
PINNACLE ENTERTAINMENT, INC – the laws of the State of
California.
{PAGE}
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Intangible Assets as of the date first set forth above.
ASSIGNOR:
PINNACLE ENTERTAINMENT, INC .,
a Delaware corporation
By: _____________________________
Its: _____________________________
ASSIGNEE:
CASDEN PROPERTIES INC.,
a Maryland Corporation
By: _______________________________
Its: ________________________________
{PAGE}
EXHIBIT D
---------
DESIGNATION AGREEMENT
This DESIGNATION AGREEMENT (the "Agreement") is
_____________
dt 1410775
;
|
 Irell & Manella
As referenced in this Agreement of Purchase and Sale:
Irell & Manella – mails.
-15-
{PAGE}
If to Seller: Pinnacle Entertainment, Inc.
4400 MacArthur Blvd., Suite 380
Newport Beach, CA 92660
Attention: G. Michael Finnigan
Facsimile: (949) 752-4844
With a copy to: Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attention: Sandra G. Kanengiser
Facsimile: (310) 203-7199
If to Buyer: Casden Properties Inc.
9090 Wilshire Blvd.
Beverly
_____________
dt 1552444
;
Manatt Phelps
As referenced in this Agreement of Purchase and Sale:
Manatt, Phelps – to Buyer: Casden Properties Inc.
9090 Wilshire Blvd.
Beverly Hills, CA 90211
Attention: Alan I. Casden, Linda Miller and
Andrew J. Starrels
Facsimile: (310) 278-2567
With a copy to: Manatt, Phelps & Phillips LLP
11355 West Olympic Blvd.
Los Angeles, CA 90064
Attention: Robert M. Eller, Esq.
Facsimile: (310) 312-4224
8.16. Exculpation. Notwithstanding anything to the contrary contained
-----------
herein,
_____________
dt 1516238
|
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Full Doc
| 2001 |
Consent and Voting Agreement
Consent and Voting Agreement (50K)
Doc #265501: Click preview link for longer preview.
CONSENT AND VOTING AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AND
EACH OF THE STOCKHOLDERS OF
CASDEN PROPERTIES INC.
AND
CASDEN PARK LA BREA INC.
SIGNATORY HERETO
Dated as of December 3, 2001
CONSENT AND VOTING AGREEMENT
CONSENT AND VOTING AGREEMENT, dated as of December 3,
2001 (this "Agreement"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), and each of the other
stockholders of Casden Properties Inc., a Maryland corporation ("Casden"),
and Casden Park La Brea Inc., a Maryland corporation ("PLB"), set forth on
the signature pages hereto (each a "Stockholder" and, collectively, the
"Stockholders"). Initially capitalized terms used but not otherwise defined
herein shall have the meanings attributed to them in the REIT Merger
Agreement (as defined herein).
WHEREAS, concurrently herewith, AIMCO, Casden and XYZ
Holdings LLC, a Delaware limited liability company ("XYZ"), are entering
into an Agreement and Plan of Merger (as amended from time to time, the
"REIT Merger Agreement") pursuant to which, among other transactions, AIMCO
shall acquire Casden in a merger (the "REIT Merger"), whereby each eligible
share of Common Stock, par value $0.01 per share, of Casden ("Casden Common
Stock"), Class A Cumulative Preferred Stock, par value $0.01 per share, of
Casden ("Casden Class A Preferred Stock") and Junior Cumulative Preferred
Stock, par value $0.01 per share, of Casden ("Casden Junior Preferred
Stock" and, together with the Casden Common Stock, the Casden Class A
Preferred Stock and any other shares of capital stock of Casden, the
"Casden Capital Stock") will be converted into the right to receive shares
of Common Stock, par value $0.01 per share, of AIMCO ("AIMCO Common
Stock"), cash or a portion of the Deferred Consideration;
WHEREAS, concurrently herewith, AIMCO, AIMCO Park La Brea
Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of
AIMCO ("Merger Sub") and PLB, are entering into an Agreement and Plan of
Merger (as amended from time to time, the "PLB Merger Agreement" and,
together with the REIT Merger Agreement, the "Merger Agreements") pursuant
to which Merger Sub will be merged with and into PLB (the "PLB Merger" and,
together with the REIT Merger, the "Mergers") and
(a) each eligible share of Common Stock, par value $0.01
per share, of PLB ("PLB Common Stock" and, together with any other shares
of capital stock of PLB, the "PLB Capital Stock") issued and outstanding
immediately prior to the Effective Time of the PLB Merger, will be
converted into the right to receive cash and a pro rata portion of the
Deferred Consideration, and
(b) each share of Common Stock, par value $0.01 per
share, of Merger Sub issued and outstanding immediately prior to the
Effective Time of the PLB Merger shall be converted into and become one
fully paid and non-assessable share of Common Stock of the Surviving
Corporation (as defined in the PLB Merger Agreement);
WHEREAS, as of the date hereof, each Stockholder is the
record or beneficial owner of the number of shares of Casden Capital Stock
and/or PLB Capital Stock set forth opposite such Stockholder's name on
Schedule I attached hereto (such Stockholder's "Shares"); and
WHEREAS, as a condition to its willingness to enter into
the Merger Agreements, AIMCO has required that the Stockholders enter into
this Agreement pursuant to which, among other things, the Stockholders have
agreed to certain consent and voting provisions in connection with and in
favor of the Mergers.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement and
intending to be legally bound hereby, AIMCO and each of the Stockholders
agrees as follows:
1. Consent and Voting Matters.
--------------------------
1.1 Consent. Subject to termination pursuant to Section 9.9, each
Stockholder who holds shares of Casden Class A Preferred Stock agrees that
concurrently with the execution and delivery of this Agreement and the REIT
Merger Agreement, it shall execute and deliver, or cause to be executed and
delivered by the record owner thereof, in accordance with Section 2-505(b)
of the Maryland General Corporation Law (the "MGCL"), the Stockholders
Consent in the form of Exhibit A hereto (the "Consent"), which shall be
irrevocable (except as provided in Section 9.9), with respect to all shares
of Casden Class A Preferred Stock that are owned beneficially or of record
by such Stockholder or as to which such Stockholder has, directly or
indirectly, the right to vote or direct the voting.
1.2 Agreement to Vote. Each Stockholder hereby further agrees
that, during the term of this Agreement, it shall, from time to time, at
any meeting (whether annual or special and whether or not an adjourned or
postponed meeting) of stockholders of Casden or PLB, as the case may be,
however called, or in connection with any written consent of the holders of
Casden Capital Stock or PLB Capital Stock, as the case may be, in either
case, prior to the earlier of the effectiveness of the Mergers and the
termination of this Agreement pursuant to its terms, if a meeting is held,
appear at such meeting or otherwise cause such Stockholder's Shares to be
counted as present thereat for purposes of establishing a quorum, and it
shall vote or consent (or cause to be voted or consented), in person or by
proxy, all such Stockholder's Shares, and any other voting securities of
Casden or PLB (whether acquired heretofore or hereafter), that are
beneficially owned by such Stockholder or its wholly owned affiliates or as
to which such Stockholder has, directly or indirectly, the right to vote or
direct the voting, (a) in favor of the Casden Reverse Stock Split and the
CPLB Reverse Stock Split, as applicable; (b) in favor of the amendment to
the Casden Charter contemplated by Section 7.34 of the REIT Agreement and
amendment to the CPLB Charter contemplated by Section 7.17 of the PLB
Merger Agreement; (c) in favor of the Mergers, the approval of the Merger
Agreements and the approval of the terms thereof and each of the other
Transactions and other matters contemplated by the Merger Agreements and
this Agreement and any actions required in furtherance hereof or thereof;
(d) against any action or agreement that is reasonably likely to result in
a breach in any material respect of any covenant, representation or
warranty or any other obligation or agreement of Casden or PLB under either
of the Merger Agreements; (e) if AIMCO OP elects, pursuant to Section 7.4
of the OP Contribution Agreement, in favor of the Alternative Merger (as
defined in the OP Unit Contribution Agreement); and (f) against the
following actions (except as otherwise provided in (a), (b), (c), (d) and
(e)): (i) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving Casden, PLB or any of
their respective subsidiaries; (ii) a sale, lease or transfer of assets of
Casden, PLB or any of their respective subsidiaries or a reorganization,
recapitalization, dissolution or liquidation of Casden, PLB or any of their
respective subsidiaries; (iii) any material change in the present
capitalization of Casden or PLB or any amendment of their respective
organizational documents (other than the amendments prior to the Effective
Time to the Casden Charter pursuant to Section 7.34 of the REIT Merger
Agreement); (iv) any other material change in the corporate structure or
business of Casden or PLB; or (v) any other action which is reasonably
likely to impede, frustrate, prevent, interfere with, delay, or postpone
the Mergers or the Transactions or this Agreement or change in any manner
the voting rights of the Casden Capital Stock or the PLB Common Stock. Such
Stockholder shall not enter into any agreement or understanding with any
person or entity prior to the termination of this Agreement in accordance
with its terms to vote or give instructions after such termination in a
manner inconsistent with clauses (a), (b), (c), (d) or (e) of the preceding
265501
|
Casden
As referenced in this Consent and Voting Agreement:
CASDEN PROPERTIES – DESCRIPTION}CONSENT & VOTING AGREEMENT
{TEXT}
CONSENT AND VOTING AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AND
EACH OF THE STOCKHOLDERS OF
CASDEN PROPERTIES INC.
AND
CASDEN PARK LA BREA INC.
SIGNATORY HERETO
Dated as of December 3, 2001
CONSENT AND VOTING AGREEMENT
CONSENT AND VOTING AGREEMENT,
_____________
Casden Properties – 3,
2001 (this "Agreement"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), and each of the other
stockholders of Casden Properties Inc., a Maryland corporation ("Casden"),
and Casden Park La Brea Inc., a Maryland corporation ("PLB"), set forth on
the signature pages hereto (each
_____________
dt 230060
;
AIMCO
As referenced in this Consent and Voting Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}4
{FILENAME}s264911.txt
{DESCRIPTION}CONSENT & VOTING AGREEMENT
{TEXT}
CONSENT AND VOTING AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AND
EACH OF THE STOCKHOLDERS OF
CASDEN PROPERTIES INC.
AND
CASDEN PARK LA BREA INC.
SIGNATORY HERETO
Dated as of December 3,
_____________
Apartment Investment and Management
– of December 3, 2001
CONSENT AND VOTING AGREEMENT
CONSENT AND VOTING AGREEMENT, dated as of December 3,
2001 (this "Agreement"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), and each of the other
stockholders of Casden Properties Inc., a Maryland corporation ("Casden"),
and Casden Park
_____________
Apartment Investment and Management – the following addresses (or at
such other address for a party as shall be specified by like notice):
(a) If to AIMCO, to:
---------------
Apartment Investment and Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
_____________
Apartment Investment and Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
and
Apartment Investment and Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telecopy: (303) 753-9538
_____________
APARTMENT INVESTMENT AND MANAGEMENT – d)
of the Master Indemnification Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
AIMCO:
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
---------------------------------------
Name: Peter Kompaniez
Title: President
STOCKHOLDERS:
/s/ Alan I. Casden
--------------------------------------------
Alan I. Casden
Address:
9090 Wilshire Blvd.
Beverly
_____________
dt 152540
;
Blackacre
As referenced in this Consent and Voting Agreement:
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq. and Scott Calfas, Esq.
Telecopy: (213) 229-6638
Telephone: (213) 229-7638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telecopy: (212) 891-2104
Telephone: (212)
_____________
Blackacre Capital Management, – Hills, California 90211
Fax No.: (310) 273-3848
BA Casden Investors, LLC
By: /s/ Ronald Kravit
-------------------------------------
Name: Ronald Kravit
Capacity: Authorized Signatory
Address:
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, New York 10022
Attn: Mark Neporent/Ronald J. Kravit
Fax No.: (212) 891-2104
_____________
Blackacre Capital Management, – J. Kravit
Fax No.: (212) 891-2104
Blackacre Park La Brea LLC
By: /s/ Ronald Kravit
-------------------------------------
Name: Ronald Kravit
Capacity: Authorized Signatory
Address:
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, New York 10022
Attn: Mark Neporent/Ronald J. Kravit
Fax No.: (212) 891-2104
_____________
dt 230079
;
|
Gibson Dunn
As referenced in this Consent and Voting Agreement:
Gibson, Dunn – to any Stockholder: to it at the address or fax number on its
signature page.
with copies (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq. and Scott Calfas, Esq.
Telecopy: (213) 229-6638
_____________
dt 163381
;
Katten Muchin
As referenced in this Consent and Voting Agreement:
Katten Muchin – 450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telecopy: (212) 891-2104
Telephone: (212) 891-1540
Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, IL 60661-3696
Attn: Nina Matis, Esq.
Telecopy: (312) 902-5560
Telephone: (312) 902-
_____________
dt 167877
;
More... |
Preview
Full Doc
| 2002 |
Opinion Letter
Opinion Letter (10K)
Doc #265459: Click preview link for longer preview.
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
April 5, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement of the Company on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on or about
April 5, 2002, of 4,390,907 shares (the "Shares") of Class A Common Stock, par
value $.01 per share, of the Company (the "Common Stock"). This opinion is being
provided at your request in connection with the filing of the Registration
Statement.
The Shares were or may be issued as indicated below in connection with
the acquisition of Casden Properties, Inc., a Maryland corporation ("Casden"),
by the Company in a merger (the "Merger") effected on March 11, 2002 (the
"Closing"). The Shares were or may be issued by the Company from time to time as
follows:
(i) up to 3,508,123 Shares were issued pursuant to Article II
of the Agreement and Plan of Merger dated as of December 3, 2001 (the
"Merger Agreement") by and among the Company, Casden, and XYZ Holdings
LLC, a Delaware limited liability company, and Article Seventh of the
Articles of Merger, dated March 11, 2002 (the "Articles of Merger"), of
the Company and Casden relating to the Merger which were filed with the
Department of Assessments and Taxation of the State of Maryland (the
"MSDAT") on March 11, 2002 and became effective at the Closing; and
(ii) up to 882,784 Shares (the actual number of which is as
adjusted from time to time pursuant to certain antidilution provisions)
in exchange for up to 882,784 common limited partnership units (the
"Common OP Units") of AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
265459
|
Casden
As referenced in this Opinion Letter:
Casden Properties, – with the filing of the Registration
Statement.
The Shares were or may be issued as indicated below in connection with
the acquisition of Casden Properties, Inc., a Maryland corporation ("Casden"),
by the Company in a merger (the "Merger") effected on March 11, 2002 (the
"Closing"). The Shares
_____________
Casden Properties – MANAGEMENT COMPANY
April 5, 2002
Page 2
dated December 3, 2001 (the "OP Unit Contribution Agreement") by and
among the AIMCO OP, to Casden Properties Operating Partnership, L.P., a
Delaware limited partnership (the "Casden OP"), Casden, and the limited
partners of the Casden OP, when the Common
_____________
dt 230051
;
Aimco Properties
As referenced in this Opinion Letter:
AIMCO Properties, L.P., – to time pursuant to certain antidilution provisions)
in exchange for up to 882,784 common limited partnership units (the
"Common OP Units") of AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
{PAGE}
APARTMENT INVESTMENT
_____________
dt 194034
;
AIMCO
As referenced in this Opinion Letter:
APARTMENT INVESTMENT AND MANAGEMENT – DESCRIPTION}OPINION/CONSENT OF PIPER MARBURY RUDNICK & WOLFE
{TEXT}
{PAGE}
EXHIBIT 5.1
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
April 5, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland
_____________
Apartment Investment and
Management – Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
_____________
APARTMENT INVESTMENT AND MANAGEMENT – Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 2
dated December 3, 2001 (the "OP Unit Contribution Agreement") by and
among the AIMCO OP, to Casden
_____________
APARTMENT INVESTMENT AND MANAGEMENT – legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 3
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of
_____________
APARTMENT INVESTMENT AND MANAGEMENT – a jurisdiction other than Maryland, we have
assumed that the laws of such jurisdiction are the same as the laws of
Maryland.
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 4
(c) We express no opinion as to compliance with the securities
(or "blue sky") laws or the
_____________
dt 152521
;
| Piper Marbury Rudnick & Wolfe LLP;
XYZ Holdings LLC
|
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
|
Casden
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
;
AIC REIT
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
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
;
|
AIMCO
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
;
 BofA
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
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| 2002 |
Class R Cumulative Preferred Share Purchase Agreement
Class R Cumulative Preferred Share Purchase Agreement (100K)
Doc #265455: Click preview link for longer preview.
CLASS R CUMULATIVE PREFERRED SHARE
PURCHASE AGREEMENT
DATED AS OF APRIL 10, 2002
AMONG
NUVEEN REAL ESTATE INCOME FUND,
SECURITY CAPITAL U.S. REAL ESTATE SHARES
(A SERIES OF SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED),
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
AND
AIMCO PROPERTIES, L.P.
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
----
{S} {C}
I. PURCHASE AND SALE OF SHARES.............................................................................1
1.1 Sale and Issuance of Class R Preferred Shares..................................................1
1.2 Closing........................................................................................2
II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................2
2.1 Registration Under the Securities Act..........................................................2
2.2 Exchange Act Compliance........................................................................2
2.3 Organization, Good Standing and Qualification..................................................3
2.4 Power, Authority and Enforceability............................................................4
2.5 Capitalization and Ownership of the Operating Partnership......................................4
2.6 Valid Issuance of Shares.......................................................................4
2.7 Compliance with Other Instruments..............................................................4
2.8 Governmental Consent...........................................................................5
2.9 No Material Adverse Changes....................................................................6
2.10 Independent Public Accountants.................................................................6
2.11 Financial Statements...........................................................................6
2.12 Legal Compliance...............................................................................7
2.13 Environmental Compliance.......................................................................7
2.14 Obligations; Title to Properties; Leasehold Interests..........................................8
2.15 Employees; ERISA...............................................................................9
2.16 Insurance......................................................................................9
2.17 No Other Distribution.........................................................................10
2.18 Permits.......................................................................................10
2.19 Taxes.........................................................................................10
2.20 Investment Company............................................................................11
2.21 Real Estate Investment Trust..................................................................11
2.22 Listing of the Class R Preferred Shares on the New York Stock Exchange........................11
2.23 Internal Accounting Controls..................................................................11
III. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS........................................................12
3.1 Power, Authority and Enforceability...........................................................12
3.2 Compliance with Other Instruments.............................................................12
{/Table}
i
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
----
{S} {C}
3.3 Ownership Limitations.........................................................................12
IV. REPRESENTATIONS AND WARRANTIES OF THE ADVISOR..........................................................13
4.1 Power and Authority...........................................................................13
V. CONDITIONS OF THE INVESTORS' OBLIGATIONS AT CLOSING....................................................13
5.1 Amendment to the Articles Supplementary.......................................................13
5.2 Representations and Warranties................................................................13
5.3 Performance...................................................................................13
5.4 No Material Adverse Change....................................................................13
5.5 Legal Opinions................................................................................13
5.6 Prospectus Supplement.........................................................................14
5.7 Amendment to Operating Partnership Agreement..................................................14
5.8 Officer's Certificates........................................................................14
5.9 NYSE Listing..................................................................................14
5.10 No Stop Order.................................................................................14
5.11 No Injunction.................................................................................14
VI. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.....................................................15
6.1 Representations and Warranties................................................................15
6.2 Performance...................................................................................15
6.3 No Injunction.................................................................................15
VII. COVENANTS..............................................................................................15
7.1 Registration of Class R Preferred Shares......................................................15
7.2 Listing of Class R Preferred Shares on the NYSE...............................................15
VIII. MISCELLANEOUS..........................................................................................16
8.1 Survival of Warranties and Covenants..........................................................16
8.2 Successors and Assigns........................................................................16
8.3 Governing Law.................................................................................16
8.4 Counterparts..................................................................................16
8.5 Titles and Subtitles..........................................................................16
8.6 Notices.......................................................................................16
8.7 Finder's Fees.................................................................................18
8.8 Expenses......................................................................................18
{/Table}
ii
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
----
{S} {C}
8.9 Amendments and Waivers........................................................................18
8.10 Severability..................................................................................18
8.11 Entire Agreement..............................................................................18
{/Table}
iii
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{S} {C}
SCHEDULES
Schedule I Specified Subsidiaries
EXHIBITS
Exhibit A Amendment to the Articles Supplementary
Exhibit B-1 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit B-2 Form of Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit C Form of Opinion of Piper Rudnick LLP
Exhibit D Form of Opinion of Joel F. Bonder
{/Table}
iv
{PAGE}
CLASS R CUMULATIVE PREFERRED SHARE PURCHASE AGREEMENT
This CLASS R CUMULATIVE PREFERRED SHARE PURCHASE AGREEMENT
(this "Agreement") is made as of the 10th day of April, 2002 by and among
Apartment Investment and Management Company, a Maryland corporation (the
"Company"), AIMCO Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), Security Capital Research & Management Incorporated,
Nuveen Real Estate Income Fund, a Massachusetts business trust ("Nuveen"), and
Security Capital U.S. Real Estate Shares, a series of Security Capital Real
Estate Mutual Funds Incorporated, a Maryland corporation ("SC-RMF", and together
with Nuveen, the "Investors").
WITNESSETH
WHEREAS, the Company wishes to issue and sell to the Investors
an aggregate of 1,000,000 shares of Class R Cumulative Preferred Stock, $0.01
par value per share, of the Company (the "Class R Preferred Shares"), the
reclassification of which shall be made pursuant to an amendment to the articles
supplementary, as amended, in the form of Exhibit A (the "Amendment to the
Articles Supplementary") in accordance with and subject to the terms and
conditions set forth herein;
WHEREAS, each Investor wishes to purchase the number of Class
R Preferred Shares set forth below on the terms and subject to the conditions
set forth in this Agreement; and
WHEREAS, Security Capital Research & Management Incorporated,
a Maryland corporation (the "Advisor"), is an investment advisor to each of the
Investors and is authorized to enter into this Agreement on behalf of each of
the Investors.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants, agreements and warranties herein contained, the parties hereby
agree as follows:
I. PURCHASE AND SALE OF SHARES.
1.1 SALE AND ISSUANCE OF CLASS R PREFERRED SHARES.
(a) The Company shall adopt and file with the State Department
of Assessments and Taxation of Maryland (the "SDAT") on or before the Closing
Date (as defined below) the Amendment to the Articles Supplementary.
(b) Subject to the terms and conditions of this Agreement, the
Company agrees to issue and sell to Nuveen and SC-RMF, and each of Nuveen and
SC-RMF, severally and not jointly, agrees to purchase from the Company at the
Closing (as defined below), in the individual amounts set forth below, 1,000,000
Class R Preferred Shares at a per-share price of $25.34 (the "Per-Share Price"),
resulting in an aggregate purchase price of $25,340,000 (the "Purchase Price"):
Nuveen: 500,000 Shares ($12,670,000)
SC-RMF: 500,000 Shares ($12,670,000)
{PAGE}
1.2 CLOSING.
The closing (the "Closing") of the purchase and sale of the
Class R Preferred Shares shall take place at the offices of Mayer, Brown, Rowe &
Maw, 190 South LaSalle Street, Chicago, Illinois 60603 at 9:00 a.m., Chicago
time on April 11, 2002, or at such other location, date and time as may be
agreed upon by the Company and the Advisor (such date and time being hereinafter
referred to as the "Closing Date"). At the Closing, the Company shall cause its
transfer agent to deliver the Class R Preferred Shares via the "DWAC" system to
the respective custodian for each of the Investors, and each Investor shall
cause its custodian to promptly thereafter wire transfer to an account
designated by the Company immediately available funds in the respective amount
of the applicable portion of the Purchase Price. In the event the Company does
not receive the applicable portion of the Purchase Price on the Closing Date
from an Investor, the Company may, in its sole discretion, deliver a notice to
such Investor (which notice shall be delivered no later than one business day
thereafter) declaring this Agreement null and void ab initio as to such Investor
only and, this Agreement shall immediately be null and void ab initio as to such
Investor only, and such Investor shall promptly cause the applicable Class R
Preferred Shares to be returned to the Company's transfer agent. The failure of
one Investor to pay its portion of the Purchase Price shall have no effect on
the Company's obligations to the other Investor or on the other Investor's
obligations to the Company.
II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Each of the Company and the Operating Partnership, jointly and
severally, represent and warrant, as of the date of this Agreement, that:
2.1 REGISTRATION UNDER THE SECURITIES ACT.
The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a "shelf" registration statement (the
"Registration Statement") on Form S-3 (File No. 333-71452). The Company and the
transactions contemplated by this Agreement meet the requirements for using Form
S-3 under the Securities Act of 1933, as amended (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. The Company
will file with the Commission a prospectus supplement (the "Prospectus
Supplement") specifically relating to the Class R Preferred Shares pursuant to
Rule 424 of the Securities Act.
2.2 EXCHANGE ACT COMPLIANCE.
Each document, if any, filed or to be filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the final prospectus and final Prospectus
Supplement (collectively, the "Prospectus") complied or will comply when so
filed in all material respects with the Exchange Act and the rules and
regulations of the Commission under the Exchange Act, (b) 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,
265455
|
Casden
As referenced in this Class R Cumulative Preferred Share Purchase 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
{PAGE}
EXHIBIT A
Class R Cumulative Preferred Stock
Articles Supplementary
[not attached]
{
_____________
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 230050
;
AIC REIT
As referenced in this Class R Cumulative Preferred Share Purchase 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 278499
;
Aimco Properties
As referenced in this Class R Cumulative Preferred Share Purchase Agreement:
AIMCO PROPERTIES, L.P.
– ESTATE SHARES
(A SERIES OF SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED),
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
AND
AIMCO PROPERTIES, L.P.
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
----
{S} {C}
I. PURCHASE AND SALE OF SHARES.............................................................................1
1.1 Sale and Issuance of
_____________
AIMCO Properties, L.P., – is made as of the 10th day of April, 2002 by and among
Apartment Investment and Management Company, a Maryland corporation (the
"Company"), AIMCO Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), Security Capital Research & Management Incorporated,
Nuveen Real Estate Income Fund, a Massachusetts business trust ("Nuveen"),
_____________
AIMCO PROPERTIES, L.P.
– E. Rosenbaum
-------------------------------------------------
Title: Senior Vice President
------------------------------------------------
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PAUL MCAULIFFE
---------------------------------------------------
Name: Paul McAuliffe
-------------------------------------------------
Title: Executive Vice President & CFO
------------------------------------------------
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner
By: /s/ PAUL MCAULIFFE
---------------------------------------------------
Name: Paul McAuliffe
-------------------------------------------------
Title: Executive Vice President & CFO
------------------------------------------------
{PAGE}
SOLELY WITH
_____________
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
{PAGE}
EXHIBIT A
Class R Cumulative Preferred Stock
_____________
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 194032
;
|
AIMCO
As referenced in this Class R Cumulative Preferred Share Purchase Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – AMONG
NUVEEN REAL ESTATE INCOME FUND,
SECURITY CAPITAL U.S. REAL ESTATE SHARES
(A SERIES OF SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED),
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
AND
AIMCO PROPERTIES, L.P.
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
----
{S} {C}
I. PURCHASE AND
_____________
Apartment Investment and Management – This CLASS R CUMULATIVE PREFERRED SHARE PURCHASE AGREEMENT
(this "Agreement") is made as of the 10th day of April, 2002 by and among
Apartment Investment and Management Company, a Maryland corporation (the
"Company"), AIMCO Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), Security Capital Research & Management Incorporated,
Nuveen
_____________
Apartment Investment and Management – Philip J. Niehoff, Esq.
Mayer, Brown, Rowe & Maw
190 South LaSalle
Chicago, IL 60603
Facsimile: (312) 701-7711
If to the Company, to:
Apartment Investment and Management Company
Colorado Center, Tower Two
2002 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Facsimile: (303) 753-9538
Attn: Terry Considine, Paul
_____________
Apartment Investment and Management – 2002 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Facsimile: (303) 753-9538
Attn: Terry Considine, Paul McAuliffe and Joel Bonder
and
Apartment Investment and Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, California 92708
Facsimile: (714) 593-1703
Attn: Peter Kompaniez
with a copy to:
Skadden,
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – ESTATE MUTUAL FUNDS
INCORPORATED
By: Security Capital Research & Management
Incorporated
By: /s/ DAVID E. ROSENBAUM
---------------------------------------------------
Name: David E. Rosenbaum
-------------------------------------------------
Title: Senior Vice President
------------------------------------------------
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PAUL MCAULIFFE
---------------------------------------------------
Name: Paul McAuliffe
-------------------------------------------------
Title: Executive Vice President & CFO
------------------------------------------------
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General
_____________
dt 152518
;
BofA
As referenced in this Class R Cumulative Preferred Share Purchase 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 168635
;
More... |
Preview
Full Doc
| 2003 |
Term Loan Credit Agreement
Term Loan Credit Agreement (382K)
Doc #265312: Click preview link for longer preview.
TERM LOAN CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent,
and
THE OTHER FINANCIAL
INSTITUTIONS PARTY HERETO
Dated as of May 30, 2003
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger
and
Sole Bookrunner
{Page}
TABLE OF CONTENTS
{table}
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{S} {C}
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS................................................................1
1.01 DEFINED TERMS.....................................................................................1
1.02 USE OF CERTAIN TERMS.............................................................................36
1.03 ACCOUNTING TERMS.................................................................................36
1.04 ROUNDING.........................................................................................37
1.05 EXHIBITS AND SCHEDULES...........................................................................37
1.06 REFERENCES TO AGREEMENTS, EXHIBITS AND LAWS......................................................37
SECTION 2. THE COMMITMENTS AND EXTENSIONS OF CREDIT.......................................................37
2.01 COMMITTED LOANS..................................................................................37
2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.....................................38
2.03 PREPAYMENTS......................................................................................38
2.04 [INTENTIONALLY OMITTED]..........................................................................39
2.05 PRINCIPAL AND INTEREST; DEFAULT RATE.............................................................39
2.06 FEES.............................................................................................40
2.07 COMPUTATION OF INTEREST AND FEES.................................................................40
2.08 MAKING PAYMENTS..................................................................................40
2.09 FUNDING SOURCES..................................................................................41
2.10 COLLATERAL.......................................................................................41
SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY.........................................................41
3.01 TAXES............................................................................................41
3.02 ILLEGALITY.......................................................................................44
3.03 INABILITY TO DETERMINE RATES.....................................................................44
3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY..............................................45
3.05 BREAKFUNDING COSTS...............................................................................45
3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION..............................................46
3.07 SURVIVAL.........................................................................................46
SECTION 4. CONDITIONS TO EFFECTIVENESS....................................................................46
4.01 CONDITIONS TO INITIAL EXTENSION OF CREDIT........................................................46
SECTION 5. REPRESENTATIONS AND WARRANTIES.................................................................49
5.01 EXISTENCE AND QUALIFICATION; POWER...............................................................49
5.02 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS....................................................49
5.03 NO LEGAL BAR.....................................................................................50
5.04 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.................................................50
5.05 LITIGATION.......................................................................................50
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5.06 NO DEFAULT.......................................................................................51
5.07 OWNERSHIP OF PROPERTY; LIENS.....................................................................51
5.08 TAXES............................................................................................51
5.09 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT; REIT AND TAX
STATUS; STOCK EXCHANGE LISTING...................................................................52
5.10 ERISA COMPLIANCE.................................................................................52
5.11 INTANGIBLE ASSETS................................................................................54
5.12 COMPLIANCE WITH LAWS.............................................................................54
5.13 ENVIRONMENTAL COMPLIANCE.........................................................................54
5.14 INSURANCE........................................................................................55
5.15 GP LOANS.........................................................................................55
5.16 SUBSIDIARIES; INTERESTS IN OTHER ENTITIES; CHANGES IN ORGANIZATIONAL STRUCTURE...................55
5.17 MATTERS RELATING TO PLEDGED COLLATERAL...........................................................55
5.18 DISCLOSURE.......................................................................................56
5.19 TAX SHELTER REGULATIONS..........................................................................57
SECTION 6. AFFIRMATIVE COVENANTS..........................................................................57
6.01 FINANCIAL STATEMENTS.............................................................................57
6.02 CERTIFICATES, NOTICES AND OTHER INFORMATION......................................................58
6.03 PAYMENT OBLIGATIONS..............................................................................61
6.04 PRESERVATION OF EXISTENCE........................................................................61
6.05 MAINTENANCE OF PROPERTIES........................................................................61
6.06 MAINTENANCE OF INSURANCE.........................................................................61
6.07 COMPLIANCE WITH LAWS.............................................................................62
6.08 INSPECTION RIGHTS................................................................................62
6.09 KEEPING OF RECORDS AND BOOKS OF ACCOUNT..........................................................62
6.10 COMPLIANCE WITH ERISA............................................................................63
6.11 COMPLIANCE WITH AGREEMENTS.......................................................................63
6.12 USE OF PROCEEDS..................................................................................63
6.13 COMMUNICATION WITH ACCOUNTANTS...................................................................63
6.14 MAINTENANCE OF REIT STATUS; STOCK EXCHANGE LISTING...............................................63
6.15 SOLVENCY.........................................................................................63
6.16 FURTHER ASSURANCES...............................................................................63
6.17 UNCONSOLIDATED PARTNERSHIP DISTRIBUTIONS.........................................................65
SECTION 7. NEGATIVE COVENANTS.............................................................................65
7.01 INDEBTEDNESS.....................................................................................65
7.02 LIENS AND NEGATIVE PLEDGES.......................................................................67
7.03 FUNDAMENTAL CHANGES..............................................................................68
{/table}
ii
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{table}
{S} {C}
7.04 DISPOSITIONS.....................................................................................70
7.05 INVESTMENTS......................................................................................70
7.06 LEASE OBLIGATIONS................................................................................71
7.07 RESTRICTED PAYMENTS..............................................................................72
7.08 ERISA............................................................................................73
7.09 CHANGE IN NATURE OF BUSINESS.....................................................................73
7.10 TRANSACTIONS WITH AFFILIATES.....................................................................73
7.11 USE OF PROCEEDS..................................................................................74
7.12 INTENTIONALLY OMITTED............................................................................74
7.13 LIMITATIONS ON UPSTREAMING.......................................................................74
7.14 FINANCIAL COVENANTS..............................................................................74
7.15 CHANGE IN AUDITORS...............................................................................75
7.16 SPECIAL COVENANTS RELATING TO THE REIT...........................................................75
7.17 TAXATION OF BORROWERS............................................................................76
SECTION 8. EVENTS OF DEFAULT AND REMEDIES.................................................................76
8.01 EVENTS OF DEFAULT................................................................................76
8.02 REMEDIES UPON EVENT OF DEFAULT...................................................................81
SECTION 9. ADMINISTRATIVE AGENT...........................................................................82
9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT............................................82
9.02 DELEGATION OF DUTIES.............................................................................83
9.03 LIABILITY OF ADMINISTRATIVE AGENT................................................................83
9.04 RELIANCE BY ADMINISTRATIVE AGENT.................................................................83
9.05 NOTICE OF DEFAULT................................................................................84
9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT...............................84
9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT..........................................................85
9.08 ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY......................................................85
9.09 SUCCESSOR ADMINISTRATIVE AGENT...................................................................85
SECTION 10. MISCELLANEOUS.................................................................................86
10.01 AMENDMENTS; CONSENTS.............................................................................86
10.02 TRANSMISSION AND EFFECTIVENESS OF NOTICES AND SIGNATURES.........................................87
10.03 ATTORNEY COSTS, EXPENSES AND TAXES...............................................................88
10.04 BINDING EFFECT; ASSIGNMENT.......................................................................89
10.05 SET-OFF..........................................................................................92
10.06 SHARING OF PAYMENT...............................................................................92
10.07 NO WAIVER; CUMULATIVE REMEDIES...................................................................93
10.08 USURY............................................................................................93
{/table}
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{table}
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10.09 COUNTERPARTS.....................................................................................94
10.10 INTEGRATION; CONFLICTS WITH OTHER LOAN DOCUMENTS.................................................94
10.11 NATURE OF LENDERS' OBLIGATIONS...................................................................94
10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.......................................................94
10.13 INDEMNITY BY BORROWERS...........................................................................95
10.14 NONLIABILITY OF LENDERS..........................................................................95
10.15 NO THIRD PARTIES BENEFITED.......................................................................96
10.16 SEVERABILITY.....................................................................................96
10.17 CONFIDENTIALITY..................................................................................97
10.18 HEADINGS.........................................................................................98
10.19 TIME OF THE ESSENCE..............................................................................98
10.20 [INTENTIONALLY OMITTED]..........................................................................98
10.21 GOVERNING LAW....................................................................................98
10.22 WAIVER OF RIGHT TO TRIAL BY JURY.................................................................98
10.23 NON-EXCLUSIVE JURISDICTION.......................................................................99
10.24 NOTICE OF CLAIMS; CLAIMS BAR.....................................................................99
10.25 BORROWERS' OBLIGATIONS...........................................................................99
10.26 LENDER COVENANT.................................................................................103
10.27 RELEASE OF COLLATERAL AND GUARANTEE OBLIGATIONS.................................................103
SECTION 11. COLLATERAL AGENT.............................................................................104
11.01 COLLATERAL AGENT................................................................................104
{/table}
iv
{Page}
TERM LOAN CREDIT AGREEMENT
This TERM LOAN CREDIT AGREEMENT ("AGREEMENT") is entered
into as of May 30, 2003, by and among APARTMENT INVESTMENT AND MANAGEMENT
COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P., a
Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA"), and NHP MANAGEMENT COMPANY, a
District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO,
AIMCO/Bethesda and NHP Management, collectively referred to as "BORROWERS"),
each lender from time to time party hereto (collectively, "LENDERS" and
individually, a "LENDER"), and BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as
Administrative Agent (in such capacity "ADMINISTRATIVE AGENT").
RECITALS
WHEREAS, the Lenders have agreed to provide a term loan
facility of up to $250,000,000 to the Borrowers.
NOW, THEREFORE, in consideration of the agreements,
provisions and covenants contained herein, the parties agree as follows:
SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS
1.01 DEFINED TERMS.
As used in this Agreement, the following terms shall have
the meanings set forth below:
"ADJUSTED TOTAL CORPORATE EBITDA" means, for any period,
the Total Corporate EBITDA for such period minus the Capital Expenditure
Reserve as of the last day of such period.
"ADJUSTED TOTAL NOI" means, for any period, Borrowers', the
Guarantors' and their respective downstream Affiliates' pro-rata share of Net
Operating Income, including the Borrowers', Guarantors' and their respective
downstream Affiliates' pro-rata share of Net Operating Income from
unconsolidated Persons, LESS the Capital Expenditure Reserve as of the last
day of such period.
"ADJUSTED FIXED CHARGES" means, for any period, the sum of
(i) Total Interest Expense for such period, plus (ii) Total Scheduled
Amortization for such period (including Scheduled Amortization for Borrowers,
Guarantors and their respective Subsidiaries made pursuant to the Casden Loan
Documents for such period), plus (iii) dividends accrued (whether or not
declared or payable) on the preferred Stock and/or preferred Partnership
Units of the Borrowers or any of their Subsidiaries during such period. For
purposes of determining Scheduled Amortization under the Casden Loan
Documents for the calculation of Adjusted Fixed Charges for any period, that
certain $97,000,000 principal amortization installment
1
{Page}
required to be paid under the Casden Loan Documents on or before March 11,
2003 shall be deemed to have been paid in equal quarterly installments during
each of the fiscal quarters ending June 30, 2002, September 30, 2002,
December 31, 2002 and March 31, 2003, and that certain $97,000,000 principal
amortization installment required to be paid under the Casden Loan Documents
on or before March 11, 2004 shall be deemed to have been paid in equal
quarterly installments during each of the fiscal quarters ending June 30,
2003, September 30, 2003, December 31, 2003 and March 31, 2004.
"ADJUSTED FIXED CHARGES COVERAGE RATIO" means, as of any
date of determination, the ratio of (a) Adjusted Total Corporate EBITDA for
the four fiscal quarter period ending on such date to (b) Adjusted Fixed
Charges during such period.
"ADMINISTRATIVE AGENT" means Bank of America, in its
capacity as Administrative Agent under any of the Loan Documents, or any
successor administrative agent.
"ADMINISTRATIVE AGENT'S OFFICE" means Administrative
Agent's address and, as appropriate, account as set forth in Schedule 10.02,
or such other address or account as Administrative Agent hereafter may
designate by written notice to Borrowers and Lenders.
"ADMINISTRATIVE AGENT-RELATED PERSONS" means Administrative
Agent (including any successor agent), together with its Affiliates
(including, in the case of Administrative Agent, Banc of America Securities
LLC), and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates.
"AFFILIATE", as applied to any Person, means any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, that Person. A Person shall be deemed to be
"controlled by" any other Person if such other Person possesses, directly or
indirectly, power (a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or
managing general partners; or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.
"AGREEMENT" means this Term Loan Credit Agreement, as
amended, restated, extended, supplemented or otherwise modified in writing
from time to time.
"ANCILLARY SERVICES" means real property asset management,
accounting, ordering and inventory services and other property related
services provided by AIMCO/NHP Holdings, Inc. and NHP A&R Services, Inc. and
any other entities so designated by Borrowers as a provider of Ancillary
Services and acceptable to Administrative Agent in its reasonable discretion.
"ASSIGNMENT AND ACCEPTANCE" means an Assignment and
Acceptance substantially in the form of EXHIBIT D.
"ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external counsel and the allocated
cost of internal legal services and all disbursements of internal counsel.
265312
|
Casden
As referenced in this Term Loan Credit Agreement:
Casden Properties, – obligations under Capital Leases
are required to be carried on the balance sheet of such Person in accordance
with GAAP.
"CASDEN" means, collectively, Casden Properties, Inc.,
National Partnership Investments Corp., and other Affiliates or related
entities thereof in existence as of the date immediately prior to the
_____________
Casden
Properties – Agreement.
"CASDEN MERGER AGREEMENT" means that certain Agreement and
Plan of Merger dated as of December 3, 2001, by and among the REIT, Casden
Properties Inc. and XYZ Holdings LLC, including all documents executed in
connection therewith or attached as exhibits thereto; provided that copies of
such documents
_____________
Casden Properties – Borrowers with Bank of America, N.A. as from time to time
designated by Borrowers by written notification to Administrative Agent.
"DEVCO" means Casden Properties LLC.
"DEVCO LLC AGREEMENT" means the limited liability company
agreement of DevCo.
"DISPOSITION", "DISPOSE", or "DISPOSED" means the sale,
transfer, license or other
_____________
dt 230045
;
Aimco Properties
As referenced in this Term Loan Credit Agreement:
AIMCO PROPERTIES, L.P., – 10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
EXHIBIT 10.1 EXECUTION COPY
TERM LOAN CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent,
and
THE OTHER FINANCIAL
_____________
AIMCO PROPERTIES, L.P., – AGREEMENT ("AGREEMENT") is entered
into as of May 30, 2003, by and among APARTMENT INVESTMENT AND MANAGEMENT
COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P., a
Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("AIMCO/BETHESDA"), and NHP MANAGEMENT COMPANY, a
District of Columbia
_____________
AIMCO PROPERTIES, L.P., – and year first written
above.
BORROWERS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, INC.,
a Delaware corporation
Its: General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------
Peter K. Kompaniez
_____________
dt 194003
;
AIMCO
As referenced in this Term Loan Credit Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – 1
{SEQUENCE}3
{FILENAME}a2117370zex-10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
EXHIBIT 10.1 EXECUTION COPY
TERM LOAN CREDIT AGREEMENT
among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
AIMCO/BETHESDA HOLDINGS, INC., AND
NHP MANAGEMENT COMPANY
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent,
_____________
APARTMENT INVESTMENT AND MANAGEMENT
– iv
{Page}
TERM LOAN CREDIT AGREEMENT
This TERM LOAN CREDIT AGREEMENT ("AGREEMENT") is entered
into as of May 30, 2003, by and among APARTMENT INVESTMENT AND MANAGEMENT
COMPANY, a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P., a
Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation ("
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above.
BORROWERS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
----------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-
_____________
dt 152466
;
|
Fannie Mae
As referenced in this Term Loan Credit Agreement:
Federal National Mortgage Association – Indebtedness permitted under this Section 7.01; provided that
"exceptions to non-recourse" shall include the types of additional exceptions
customarily required by Federal National Mortgage Association or Federal Home
Loan Mortgage Corporation from time to time in its standard form loan
documentation;
(i) Indebtedness (other than any Indebtedness
_____________
dt 161908
;
ISDA
As referenced in this Term Loan Credit Agreement:
International Swaps and Derivatives Association – the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association , Inc., or any other master
agreement (any such master agreement, together with any related schedules, as
amended, restated, extended, supplemented or otherwise
_____________
dt 160356
;
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