Exhibit 10.1





Exhibit 10.1




SIXTH AMENDMENT TO

AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT




among




Apartment Investment and Management Company,

AIMCO Properties, L.P., and

AIMCO/Bethesda Holdings, Inc.,




as the Borrowers,

the Guarantors and

Pledgors named herein,




Bank of America, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer




and




The Other Financial

Institutions Party Hereto




Dated as of May 1, 2009




BANC OF AMERICA SECURITIES LLC


and




KEYBANC CAPITAL MARKETS




as Joint-Lead Arrangers




and




Joint Book Managers and Bookrunners




 


 









 







SIXTH AMENDMENT TO

AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT




This SIXTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this
“Amendment”) is dated as of May 1, 2009 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”), and AIMCO/BETHESDA HOLDINGS, INC., a Delaware
corporation (“AIMCO/Bethesda”) (the REIT, AIMCO and AIMCO/Bethesda collectively referred to
herein as “Borrowers”), BANK OF AMERICA, N.A. (“Bank of America”), as
Administrative Agent (in such capacity, “Administrative Agent”) and as Swing Line Lender
and L/C Issuer, and the Lenders party hereto, and is made with reference to that certain Amended
and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, by and among Borrowers,
each lender from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as
Swing Line Lender and L/C Issuer, and KeyBank National Association, as Syndication Agent (the
“Credit Agreement”), as amended by that certain First Amendment to Amended and Restated
Senior Secured Credit Agreement, dated June 16, 2005 (the “First Amendment”), as amended by
that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March
22, 2006 (the “Second Amendment”), as amended by that certain Third Amendment to Amended
and Restated Senior Secured Credit Agreement, dated August 31, 2007 (“Third Amendment”), as
amended by that certain Fourth Amendment to Amended and Restated Senior Secured Credit Agreement,
dated September 14, 2007 (“Fourth Amendment”), and as amended by that certain Fifth
Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 9, 2008
(“Fifth Amendment”) (the Credit Agreement as amended by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and this Amendment is referred to
herein as the “Amended Agreement”). Capitalized terms used in this Amendment shall have
the meanings set forth in the Amended Agreement unless otherwise defined herein.



RECITALS




WHEREAS, Borrowers desire to amend the Amended Agreement as more particularly set forth below;



WHEREAS, pursuant to the Amended Agreement, the amendments set forth herein require the
consent of the Required Lenders, and the Required Lenders have consented hereto;



 


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NOW, THEREFORE, in consideration of the agreements, provisions and covenants contained herein,
the parties agree as follows:



Section 1. AMENDMENTS TO THE CREDIT AGREEMENT





A. The defined term “Applicable Revolving Rate” is deleted and replaced with:



““Applicable Revolving Rate” means the following percentages per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate received by
Administrative Agent pursuant to Section 6.02(b):




Applicable Revolving Rate






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	Applicable	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 	Revolving	 	 	Letters of	 
	Pricing Level	 	Leverage Ratio	 	 	Eurodollar Rate +	 	 	Base Rate +	 	 	Credit	 
	1
	 	 	< 50	%	 	 	3.25	%	 	 	2.00	%	 	 	3.25	%
	2
	 	≥ 50% and < 60%	 	 	4.25	%	 	 	3.00	%	 	 	4.25	%
	3
	 	 	≥ 60	%	 	 	5.00	%	 	 	3.75	%	 	 	5.00	%






Any increase or decrease in the Applicable Revolving Rate resulting from a change in the
Leverage Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b); provided,
however, that if a Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered until the date such Compliance
Certificate is delivered. The Applicable Revolving Rate in effect from the Sixth Amendment
Effective Date through the date of delivery of the Compliance Certificate for the quarter ended
March 31, 2009 shall be determined based on Pricing Level 2.”




B. The defined term “Applicable Unused Fee” is deleted and replaced with:



““Applicable Unused Fee” means 0.45% per annum based upon the Usage (as such term is
defined below) as of the date of determination. As used in this definition, the term “Usage” shall
mean on each date of determination the percentage of usage of the Revolving Commitments obtained by
subtracting the average daily Total Revolving Outstandings for the most recent fiscal quarter
ending prior to the date of determination from the aggregate Revolving Commitments then in effect.”




C. The defined term “Audited Financial Statements” is deleted and replaced with:



““Audited Financial Statements” means the audited consolidated balance sheet of the
REIT for the fiscal year ended December 31, 2008, and the related consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year of the REIT, including the
notes thereto.”




D. The defined term “Base Rate Loan” is deleted and replaced with:



““Base Rate Loan” means a Committed Loan that bears interest based on the Base Rate or
the Applicable Revolving Base Rate.”


 


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E. The defined term “Capital Expenditure Reserve” is deleted and replaced with:



““Capital Expenditure Reserve” means, as of any date of determination, the product of
(a) an amount not less than $350.00 (which amount is subject to adjustment as provided below but
shall never be less than $350), and (b) the Borrowing Group’s Share of apartment units owned as of
such date of determination; provided, however, that an apartment unit shall be
excluded from the foregoing calculation if, at the date of determination, a mortgage lender with
respect to such apartment unit holds a funded reserve for future capital improvements for such
apartment unit. Administrative Agent may review the Capital Expenditure Reserve on December 31,
2009 and as of the last day of each subsequent calendar year (a “Review Date”) and, upon written
notice to the Borrowers provided within 30 days after delivery of the Compliance Certificate
relating to such calendar year, increase the per unit dollar amount in clause (a) above by an
amount not to exceed the lesser of (i) $24.50 per year per unit or (ii) the amount by which the
actual amount of Capital Expenditures per unit for the apartment units (the “Actual CapEx Amount”)
in clause (b) for the prior four calendar quarters exceeds $350 plus any prior annual increases;
provided, however, that if the Actual CapEx Amount declines from one year to the
next, then the per unit dollar amount in clause (a) above shall automatically decrease as of each
Review Date to an amount equal to the greater of (x) $350 per unit and (y) the Actual CapEx Amount
for the prior four calendar quarters.”




F. The defined term “Construction/Renovation” is deleted and replaced with:



““Construction/Renovation” means the Borrowing Group’s Share of any New Construction
or any substantial rehabilitation, redevelopment, renovation and/or expansion of any multi-family
property which, in the case of rehabilitation, redevelopment, renovation or expansion, involves the
repositioning or upgrading of such multi-family property with respect to comparable multi-family
properties located in the proximate geographic area, excluding any Moderate Redevelopment. The
Borrowing Group’s Share of Properties under Construction/Renovation as of the Closing Date are
listed on Schedule 1.01C attached hereto.”




G. The defined term “Default Rate” is deleted and replaced with:



““Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees and Revolving Loans, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Term Rate, if any, applicable to Base Rate Loans plus (iii) 3% per annum;
provided, however, that with respect to a Eurodollar Rate Loan that is a Term B
Loan, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Term Rate) otherwise applicable to such Loan plus 3% per annum, (b) when used
with respect to Obligations other than Letter of Credit Fees and Term Loans, an interest rate equal
to (i) the Applicable Revolving Base Rate plus (ii) the highest Applicable Revolving Rate
(regardless of the then applicable Leverage Ratio), if any, applicable to Base Rate Loans that are
Revolving Loans plus (iii) 3% per annum; provided, however, that with
respect to a Eurodollar Rate Loan that is a Revolving Loan, the Default Rate shall be an interest
rate equal to the highest Applicable Revolving Rate (regardless of the then applicable Leverage
Ratio) plus 3% per annum and (c) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Revolving Rate plus 3% per
annum.”


 


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H. The defined term “EBITDA” is deleted and replaced with:



““EBITDA” means, for any period and for any Person, an amount equal to such Person’s
Net Income for such period plus (a) the following, to the extent deducted in calculating such Net
Income: (i) such Person’s Interest Expense plus other costs related to amortization of fees and
expenses relating to the issuance of indebtedness for such period, (ii) the provision for Federal,
state and local income taxes payable by such Person for such period, (iii) such Person’s
depreciation and amortization expense for such period, (iv) other non-cash expenses of such Person
reducing such Net Income for such period which do not represent a cash item in such period or any
future period and (v) restructuring, severance, reserves or similar charges in an aggregate amount
not to exceed $22,800,000 for any such period which includes the fiscal quarter commenced on
October 1, 2008 and minus (b) the following to the extent included in calculating such Net Income:
(i) Federal, state and local income tax credits of the Person for such period and (ii) all non-cash
items increasing such Person’s Net Income for such period, excluding non-cash items for which cash
was received in a prior period or will be received in a future period.”




I. The defined term “Eurodollar Rate Loan” is deleted and replaced with:



““Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on
the Eurodollar Rate or the Applicable Revolving Eurodollar Rate.”




J. The defined term “Fixed Charges” is deleted and replaced with:



““Fixed Charges” means, for any period, the sum of (i) Total Interest Expense for such
period, plus (ii) Total Scheduled Amortization for such period (without double counting
amounts funded with reserve accounts or sinking funds if already taken into account in determining
Fixed Charges for such period or any prior period), plus (iii) dividends accrued (whether
or not declared or payable) on any shares of preferred Stock and/or preferred Partnership Units of
the Borrowers or any of their Subsidiaries outstanding during such period, which preferred
securities are owned at any time during such period by Persons other than the Borrower and their
Subsidiaries.”




K. The defined term “Funded Indebtedness” is deleted and replaced with:



““Funded Indebtedness” means, as of any date of determination, for any Person, the sum
of (a) the outstanding principal amount of all obligations, whether current or long-term, for
borrowed money (including Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments (other than surety bonds and bonds
supporting utility deposits or other comparable security deposits), (b) all purchase money
Indebtedness, (c) all direct obligations arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, and similar instruments, (d) all obligations in
respect of the deferred purchase price of property or services (other than trade accounts payable
in the ordinary course of business), (e) Attributable Indebtedness in respect of capital lease
obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of
the types specified in clauses (a) through (e) above, and (g) all Indebtedness of
the types referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which
such Person or its Subsidiary is a general partner or joint venturer with liability for joint
venture obligations, unless such Indebtedness is expressly made not Recourse to the Person or such
Subsidiary; provided, however, that solely for purposes of Sections 7.03(g) and
7.11 and the definitions relating to calculations of financial covenants contained therein and for
purposes of determining the Applicable Revolving Rate, “Funded Indebtedness” shall exclude
Intra-Company Debt, deferred income taxes, security deposits, accounts payable and accrued
liabilities and any prepaid rent (as such terms are defined under GAAP).”


 


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L. The defined term “Funds From Operations” is deleted and replaced with:



““Funds From Operations” means, with respect to Borrowers and their Subsidiaries on a
consolidated basis, net income calculated in accordance with GAAP, excluding gains or losses from
debt restructuring and sales of property, plus depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated partnerships and joint
ventures (with adjustments for unconsolidated partnerships and joint ventures calculated to reflect
funds from operations on the same basis) and the payment of dividends on preferred Stock, as
interpreted by the National Association of Real Estate Investment Trusts in its April 1, 2002,
White Paper; provided, however, the following shall be excluded when calculating “Funds From
Operations”: (i) non-cash adjustments for preferred Stock issuance costs, (ii) non-cash adjustments
for loan amortization costs, and (iii) non-cash adjustments for impairment losses on real estate
development assets, net of any tax benefit.”




M. The defined term “Gross Asset Value” is deleted and replaced with:



““Gross Asset Value” means, as of any date of determination and without double
counting any item, the sum of the Borrowing Group’s Share of the following:




(i) Cash (including Restricted Cash but excluding any Cash held in funds for Capital
Expenditures and actually deducted in the determination of Capital Expenditure Reserve as
provided in the definition thereof), funds held in sinking funds or interest reserves and
Cash held in escrow in connection with property exchanges under Section 1031 of the Code,
and Cash Equivalents;




(ii) Notes Receivable valued at net realizable value as of such date of determination
in accordance with GAAP;




(iii) with respect to all real estate assets wholly or partially owned by such
Person(s) throughout the most recent four calendar quarters ending on or prior to such date
of determination (other than Development Assets), the Adjusted Total NOI attributable to
such real estate assets for such four quarter period divided by the Applicable
Capitalization Rate;




(iv) with respect to all real estate assets wholly or partially owned on such date of
determination, but acquired less than four calendar quarters but at least one calendar
quarter preceding such date of determination (other than Development Assets), the Adjusted
Total NOI attributable to such real estate assets for any period that such
Person(s) owned such assets measured on an annualized basis and divided by the
Applicable Capitalization Rate;


 


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(v) with respect to all real estate assets wholly or partially owned on such date of
determination, but acquired less than one calendar quarter preceding such date of
determination (other than Development Assets), 100% of the purchase price paid by such
Person(s) for such assets;




(vi) 100% of the book value (determined in accordance with GAAP) of Development Assets
and Unimproved Land owned as of such date of determination; and




(vii) an amount equal to 400% of the aggregate EBITDA attributable to, without duplication,
property and asset management fees of the Borrowing Group for the four consecutive fiscal quarter
period preceding such date of determination.”




N. The defined term “Indebtedness” is deleted and replaced with:



““Indebtedness” means, as to any Person, at a particular time, without duplication,
all of the following, whether or not included as indebtedness or liabilities in accordance with
GAAP:




(a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments
(other than surety bonds and bonds supporting utility deposits or other comparable security
deposits);




(b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties and similar
instruments;




(c) net obligations of such Person under any Swap Contract;




(d) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);




(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




(f) capital lease obligations of such Person;




(g) all obligations of such Person (other than Qualified Redemption Obligations) to
purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person, valued, in the case of a redeemable preferred interest, at the
liquidation preference plus accrued and unpaid dividends; and




(h) all Guarantees of such Person in respect of any of the foregoing.


 


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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer with liability for
joint venture obligations, unless such Indebtedness is expressly made non-recourse to such Person.
The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of any capital lease as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Solely
for purposes of Sections 7.03(g) and 7.11 and the definitions relating to calculations of financial
covenants contained therein and for purposes of determining the Applicable Revolving Rate,
“Indebtedness” shall exclude Intra-Company Debt, deferred income taxes, security deposits,
accounts payable and accrued liabilities and any prepaid rent (as such terms are defined under
GAAP).”




O. The defined term “L/C Issuer” is deleted and replaced with:



““L/C Issuer” means (a) Bank of America, in its capacity as issuer of Letters of
Credit issued by it hereunder, together with its successors in such capacity or (b) any other
Lender or Lenders selected by the Borrowers and reasonably satisfactory to the Administrative
Agent, in its capacity as issuer of Letters of Credit issued by such Lender hereunder, together
with its successors in such capacity; provided that under no circumstances shall there be more than
three L/C Issuers at any time.”




P. The defined term “Letter of Credit Sublimit” is deleted and replaced with:



““Letter of Credit Sublimit” means an amount equal to $100,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.”




Q. The defined term “Qualified Redemption Obligations” is deleted and replaced with:



““Qualified Redemption Obligations” means, (i) in the case of AIMCO, the obligation of
AIMCO to acquire or redeem issued Partnership Units which obligation AIMCO may elect to satisfy
with shares of common Stock of the REIT and (ii) any obligation of a Person to redeem or repurchase
an Equity Interest in such Person either (a) upon the happening of a change of control or other
conditional event which is not reasonably likely to occur and which condition is set forth in the
applicable securities and which event has in fact not occurred prior to the date of determination
hereunder, or (b) at the holder’s option (except following or as a result of circumstances
described in clause (a) above) only after the date which is one year after the Maturity Date or (c)
at any time on or subsequent to the one year anniversary of the Maturity Date. In all events,
“Qualified Redemption Obligations” include all preferred Equity Interests which are convertible
only into common Stock of the REIT.”


 


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R. The defined term “Recourse” is deleted and replaced with:



““Recourse” means, with respect to any Indebtedness or Guarantee of any Person, that
such Indebtedness or Guarantee is recourse to the general assets and/or properties of such Person
(except as provided below); provided, however, that with respect to Indebtedness secured by real
property which is characterized as “nonrecourse” or which is only Recourse to the real
property of the Person except for limitations to the “nonrecourse” nature of the obligation or
Indebtedness or Guarantees which are recourse to a Person or such Person’s assets and/or properties
only upon the occurrence of certain events such as those set forth in (a) through (k) below, such
Indebtedness or Guarantees shall only be deemed “Recourse” if and to the extent the nonrecourse
exceptions (if any) are for the Person’s liability for the following under the applicable loan
documentation and any of the events described in clauses (a) through (k) have occurred and the
lender or holder of such Indebtedness or Guarantee has given written notice of the occurrence
thereof: (a) fraud, waste, material misrepresentation, or willful misconduct; (b) indemnification
with respect to environmental matters or failure to comply with Environmental Laws; (c) failure to
maintain required insurance policies; (d) misapplication of insurance proceeds, condemnation awards
and tenant security deposits; (e) breach of covenants relating to unpermitted transfers or
encumbrances of real property or other collateral; (f) misappropriation or misapplication of
property income; (g) breach of covenants relating to unpermitted transfers of interests in a
Person; (h) failure to deliver books and records; (i) failure to pay transfer fees or charges; (j)
bankruptcy filings or (k) other matters similar to those set forth in clauses (a) through (j) above
or otherwise constituting customary exceptions for nonrecourse financings. An obligation of a
Person that is not Recourse to the general assets and/or properties of such Person shall not be
considered a “Recourse” obligation; an obligation of a Person that is contingent upon the
occurrence of certain events shall not be considered a “Recourse” obligation unless any of the
events or circumstances described in clauses (a) through (k) above have occurred and the lender or
holder of such Indebtedness or Guarantee has given written notice of the occurrence of such events
(in which case the amount of such obligation shall be limited to reasonably anticipated liability
resulting from the occurrence of such events or circumstances). Indebtedness of a Single Purpose
Entity secured by that Single Purpose Entity’s assets shall not be considered a “Recourse”
obligation of such Single Purpose Entity.”




S. The defined term “Recourse Indebtedness” is deleted and replaced with:



““Recourse Indebtedness” means that portion of Total Funded Indebtedness in which the
Recourse of the applicable lender or lenders to the obligor for non-payment is not limited to such
lender’s Lien on an asset or assets, including any guarantee of payment by a member of the
Borrowing Group to the extent such guarantee is Recourse to such Borrowing Group member but in any
event excluding any Indebtedness or Guarantees which are not Recourse at the applicable date of
determination. “Recourse Indebtedness” shall include any Indebtedness consisting of preferred Stock
or preferred Partnership Units which are not Qualified Redemption Obligations but are otherwise
mandatorily redeemable or redeemable at the option of the holder thereof. If a Person is a Single
Purpose Entity which owns a real property asset and has Indebtedness which is not limited in
recourse to that real property asset, such Indebtedness shall not be considered “Recourse
Indebtedness”, provided no other member of the Borrowing Group has guaranteed such Indebtedness on
a Recourse basis as of the applicable date of determination.”


 


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T. The defined term “Revolving Commitment” is deleted and replaced with:



““Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make
Revolving Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Revolving
Lender’s name on Schedule 2.15(d) or in the Assignment and Assumption pursuant to which
such Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. The aggregate Revolving Commitment shall not
exceed $180,000,000, unless increased pursuant to Section 2.15.”




U. The defined term “Revolving Commitment Termination Date” is deleted and replaced with:



““Revolving Commitment Termination Date” means the later of (a) May 1, 2011 and (b) if
the Existing Revolving Commitment Termination Date is extended pursuant to Section 2.14,
such extended Existing Revolving Commitment Termination Date as determined pursuant to such
Section 2.14.”




V. The defined term “Swingline Sublimit” is deleted and replaced with:



““Swing Line Sublimit” means an amount equal to $50,000,000. The Swing Line Sublimit
is part of, and not in addition to, the Revolving Commitments.”




W. The defined term “Threshold Amount” is deleted and replaced with:



““Threshold Amount” means (a) with respect to Indebtedness that is not Recourse
Indebtedness, $250,000,000 individually or in the aggregate, and (b) with respect to Indebtedness
which is Recourse Indebtedness, $35,000,000 individually or in the aggregate; provided that solely
for purposes of determining the Threshold Amount, Indebtedness relating to NAPICO assets shall be
calculated as equal to Borrowing Group’s Share thereof to the extent that such share (x) is an
administrative non-controlling interest, and (y) amounts to less than 5% of the interest in any
such NAPICO asset.”




X. The defined term “Total Funded Indebtedness” is deleted and replaced with:



““Total Funded Indebtedness” means, for any period and without double counting, the
sum of the Borrowing Group’s Share of (a) Funded Indebtedness, minus (b) its share of any debt
service reserves or sinking funds with respect to such Funded Indebtedness.”




Y. The defined term “Total Secured Indebtedness” is deleted and replaced with:



““Total Secured Indebtedness” means, as of any date of determination and without
double counting any item, the aggregate amount of Total Funded Indebtedness that is secured by a
Lien (excluding Indebtedness secured solely by cash in debt service reserves or sinking funds),
plus any Total Funded Indebtedness described in the last sentence of the definition of Recourse
Indebtedness which is otherwise not secured by a Lien; provided, however, that the
Obligations shall be excluded from the calculation of Total Secured Indebtedness.”


 


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Z. The defined term “Unfunded Pension Liability” is deleted and replaced with:



““Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section
430 of the Code for the applicable plan year.”




AA. The following defined terms shall be deleted:




“Casden”




“Casden Acquisition”




“Contingent Acquisition Note”




“Investment Affiliate”




“Mirror Notes”




“Mirror Notes Stock”




“NAPICO Notes”




“Real Estate Company”




“REAL Litigation”




“REAL Litigation Settlement Agreement”




“REAL Litigation Guarantee”



BB. The following defined terms in Section 1.01 shall be inserted in the correct alphabetical
location:



““Activation Notice” means a written notice delivered by the Borrowers to the
Administrative Agent on or before May 1, 2009 stating that, pursuant to Section 2.15(d), the New
Revolving Commitments (as defined in Section 2.15(d)) shall become effective.”



““Applicable Capitalization Rate” means 8.00%, subject to adjustment to an amount not
to exceed 8.50% in accordance with Section 2.14(a).”



““Applicable Revolving Base Rate” means for any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Eurodollar Rate
applicable for a one month Interest Period plus 1.25%, and (c) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its “prime rate.” The
“prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.”


 


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““Applicable Revolving Eurodollar Rate” means, for any Interest Period with respect to
a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate
(“BBA LIBOR”), as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; provided, however, that the Applicable Revolving Eurodollar
Rate shall never be less than the Eurodollar Rate Floor. If such rate is not available at such
time for any reason, then the “Applicable Revolving Eurodollar Rate” for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America (or such
amount as determined by Administrative Agent) and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior
to the commencement of such Interest Period.”




““Eurodollar Rate Floor” means 2.00%.”



““Existing Revolving Commitment Termination” has the meaning specified in Section
2.15(d).”




““Fronting Fee” has the meaning specified in Section 2.03(j).”



““Impacted Lender” means a Revolving Lender (a) that is a Defaulting Lender, or (b) as
to which (i) the L/C Issuer has a good faith belief that such Revolving Lender has defaulted in
fulfilling its obligations under one or more other syndicated credit facilities (and in such other
credit facilities such Revolving Lender has been treated as a defaulting or otherwise impacted
lender), or (ii) an entity that Controls such Revolving Lender has been deemed insolvent or become
subject to a bankruptcy or other similar proceeding. No Impacted Lender shall have any right to
approve or disapprove any amendment, waiver or consent under this Agreement, except that the
Commitment of such Impacted Lender may not be increased or extended without the consent of such
Impacted Lender (subject to Section 2.14 and 2.15).”



““Non-Consenting Lender” means any Revolving Lender that does not provide consent in
any circumstance where the consent of all Revolving Lenders is required, but only the consent of a
majority of Revolving Lenders is obtained.”



"'Sixth Amendment’ means the Sixth Amendment to this Agreement, dated as of May 1,
2009, among the Borrowers, the LC Issuer, the Administrative Agent and the Lenders party thereto.”



"'Sixth Amendment Effective Date’ means the date all of the conditions to
effectiveness set forth in Section 2 of the Sixth Amendment are satisfied.”



““Term B Loan Early Payment Date” means February 1, 2011.”


 


11









 





CC. Section 2.02(d) is amended by adding the phrase “or the Applicable Revolving Base Rate”
immediately after the reference to “Base Rate” set forth therein.




DD. Section 2.03(a)(ii)(B) is deleted and replaced with:



“(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit
Expiration Date, unless all Revolving Lenders and L/C Issuer have approved such expiry date;
provided, however, that without such approval the expiry date of a Letter of Credit may be extended
to up to 12 months after the Revolving Commitment Termination Date then in effect if (x) Borrowers
have Cash Collateralized the then Outstanding Amount of the applicable L/C Obligations, or (y)
subject to the approval of the L/C Issuer in its sole discretion, if the Revolving Commitments are
replaced with a new revolving facility, “back to back” letters of credit with respect to such
Letter of Credit have been issued. If the Revolving Commitment Termination Date then in effect is
extended in accordance with this Agreement, any applicable Cash Collateral under clause (x) above
would be released by the L/C Issuer with respect to any Letter of Credit with an expiry date prior
to the Revolving Commitment Termination Date thereafter in effect.”




EE. Section 2.03(a)(iii)(E) is deleted and replaced with:



“(E) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or
any Revolving Lender is at such time an Impacted Lender hereunder, unless the L/C Issuer has
entered into arrangements mutually satisfactory to the L/C Issuer, Administrative Agent and
Borrowers to eliminate the L/C Issuer’s risk with respect to such Revolving Lender (which
arrangements may include the providing of cash collateral in relation to the Borrowers’ obligations
to pay any Unreimbursed Amounts in respect of such defaulting Revolving Lender’s or Impacted
Lender’s participation in such Letter of Credit).”




FF. Section 2.03(j) is deleted and replaced with:



“(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee (the
“Fronting Fee”) with respect to each standby Letter of Credit, in an amount equal to 0.125%
per annum, computed on the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears, and due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.
In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges,
of the L/C Issuer relating to letters of credit as from time to time in effect. Such Fronting Fee,
customary fees and standard costs and charges are due and payable on demand and are nonrefundable.”


 


12









 






GG. Section 2.06 is deleted and replaced with:



“Termination or Reduction of Revolving Commitments. The Borrowers may, upon
notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time
permanently reduce the Revolving Commitments; provided that the Revolving Commitments may
not be reduced below $100,000,000 (except in connection with a termination of the Revolving
Commitments and payment in full of the Obligations thereunder) without the consent of the
Administrative Agent and the Syndication Agent; and, provided further (i) any such notice
shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate
amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers
shall not terminate or reduce the Revolving Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving
Commitments, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the
Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving
Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination
or reduction of the Revolving Commitments. Any reduction of the Revolving Commitments shall be
applied to the Revolving Commitment of each Revolving Lender according to its Applicable
Percentage. All fees accrued pursuant to Section 2.09(a) until the effective date of any
termination of the Revolving Commitments shall be paid on the effective date of such termination.”




HH. Section 2.07(b) is deleted and replaced with:



“(b) The Borrowers shall repay to the Swing Line Lender each Swing Line Loan on the earlier to
occur of (i) the date five Business Days after such Swing Loan is made and (ii) the Revolving
Commitment Termination Date.”




II. Section 2.08(a) is deleted and replaced with:



“(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan that is
a Revolving Loan shall bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the Applicable Revolving Eurodollar Rate for such Interest
Period plus the Applicable Revolving Rate; (ii) each Eurodollar Rate Loan that is a portion of the
Term B Loan shall bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Term Rate; (iii) each Base Rate Loan that is a Revolving Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Applicable Revolving Base Rate plus the Applicable Revolving Rate; (iv) each Base
Rate Loan that is a portion of the Term B Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Term Rate; and (v) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the
Applicable Revolving Base Rate plus the Applicable Revolving Rate.”


 


13









 






JJ. Section 2.09(a) is deleted and replaced with:



“(a) Unused Fee. The Borrowers shall pay to the Administrative Agent for the account
of each Revolving Lender (other than Impacted Lenders) ratably in proportion to their
Revolving Commitment, an unused fee equal to the Applicable Unused Fee. The Applicable Unused
Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the Closing Date, and on
the Revolving Commitment Termination Date, as may be extended pursuant to Section 2.14. The
Applicable Unused Fee shall be calculated quarterly in arrears. The Applicable Unused Fee shall
accrue at all times following the Closing Date while Revolving Commitments are in effect, including
at any time during which one or more of the conditions in Section 4.02 is not met.”




KK. The first sentence of Section 2.10 is deleted and replaced with:



“All computations of interest for Base Rate Loans shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed.”




LL. A new sentence is added to the end of Section 2.14(a) as follows:



“Notwithstanding any other provision of this Agreement, if Borrower elects to extend the
Revolving Commitments under this Section 2.14(a), then the Required Lenders may (but shall not be
obligated to), on a one time basis, adjust the Applicable Capitalization Rate to a maximum of 8.50%
by notice to Borrowers no later than thirty (30) calendar days following the Borrower’s delivery of
the extension notice referred to above, such adjusted Applicable Capitalization Rate to be
effective on and after the Existing Revolving Commitment Termination Date.”




MM. Section 2.14(b)(iii) is deleted and replaced with:



“(iii) the Borrowers pay the Revolving Lenders an extension fee on the Existing Revolving
Commitment Termination Date in an amount equal to the product of (i) 0.45%, multiplied by (ii) the
Revolving Commitments then in effect at the time of the extension; and”




NN. A new Section 2.14(b)(iv) is added as follows:



“(iv) The Term B Loan shall have been repaid in full on or before the Term B Loan Early
Payment Date.”




OO. Sections 2.15(a)(i) and (ii) are deleted and replaced with:




“(a) Increase in Commitments.



(i) Request for Increase. Provided there exists no Default or Event of Default, upon
notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may
request an increase in Revolving Commitments of up to $320,000,000, which increase may be allocated
(x) to the then existing Revolving Commitments, (y) as a new revolving tranche having the same
terms (excluding pricing, commitment fee amounts, a later dated final maturity, other terms
relating to the separate nature of such tranche and/or separate letter of credit or swingline
subfacilities) then applicable to the Revolving Commitments then in effect, or (z) any combination
thereof satisfactory to Administrative Agent and the Revolving Lenders and/or Eligible Assignees
(as applicable) providing such increase; provided that, after giving effect to such


 


14









 





increase, the
Revolving Commitments (including any new revolving tranche) shall not exceed $500,000,000 in the aggregate, and that the Aggregate
Commitments shall not exceed $850,000,000; provided further that any such request for an increase
shall be in a minimum amount of $20,000,000. At the time of sending such notice, the Borrowers (in
consultation with the Administrative Agent) shall specify the time period within which each
Revolving Lender is requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Revolving Lenders unless Administrative Agent
consents in writing to a shorter time period). Such notice shall indicate the proposed Applicable
Revolving Rate (or other applicable interest rate margins) for such new Revolving Commitments or
revolving tranche. In the event new Revolving Commitments are to be provided, no consent of any
Lender shall be required in connection with the issuance of any such new Revolving Commitments,
regardless of if the Applicable Revolving Rate (or other applicable interest rate margins) for such
new Revolving Commitments or Revolving Loans is less than or greater than that for any other
Revolving Commitments or Revolving Loans hereunder.



(ii) Revolving Lender Elections to Increase. Each Revolving Lender shall notify the
Administrative Agent within such time period whether or not it agrees to increase its Commitment or
to provide new Commitments and, if so, whether by an amount equal to, greater than, or less than
its Applicable Percentage of such requested increase. Any Revolving Lender not responding within
such time period shall be deemed to have declined to increase its Commitment or to provide new
Commitments.”




PP. Section 2.15(a)(v) is amended by adding the following to the end of such section:



“The Administrative Agent and the Borrowers may, without the consent of any Lenders, effect
such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent and the Borrowers, to effect the increase in Revolving
Commitments pursuant to this Section 2.15(a), including, without limitation, establishing
pricing, commitment fees and the maturity of any new revolving commitments, incorporation of a new
revolving tranche and amendments in respect of borrowing and prepayment procedures for any new
revolving tranche.”




QQ. A new Section 2.15(d) is added as follows:



“(d) New Revolving Commitments. Upon delivery of an Activation Notice to the
Administrative Agent, on or after the Sixth Amendment Effective Date but on or before May 1, 2009
(such date, the “New Revolving Commitment Effective Date”), each of the Persons identified
on Schedule 2.15(d) severally agrees to make Revolving Commitments in the amount set forth
on Schedule 2.15(d) opposite such Person’s name in the column “New Revolving Commitments”
(such Revolving Commitments, the “New Revolving Commitments”, which New Revolving
Commitments shall be in replacement of all outstanding Revolving Commitments in effect immediately
prior to the delivery of the Activation Notice; such outstanding Revolving Commitments are set
forth on Schedule 2.15(d) in the column “Existing Revolving Commitments” (such Revolving
Commitments, the “Existing Revolving Commitments”)). The Borrowers shall prepay any
Revolving Loans outstanding under the Existing Revolving


 


15









 





Commitments on the New Revolving
Commitment Effective Date (and pay any additional amounts required pursuant to Section 3.05) and all Existing Revolving
Commitments shall be terminated on the New Revolving Commitment Effective Date, concurrently with
the effectiveness of the New Revolving Commitments. On or before the New Revolving Commitment
Effective Date, Borrowers shall deliver to Administrative Agent a Revolving Note executed by the
Borrowers in favor of each Revolving Lender with a New Revolving Commitment as set forth on
Schedule 2.15(d) (to the extent requested by each such Revolving Lender). Notwithstanding
any provisions of this Agreement to the contrary, the Borrowers may borrow from the Revolving
Lenders providing such New Revolving Commitments in order to fund such prepayment and termination.
All Revolving Loans made pursuant to this subsection shall be subject to the procedures set forth
in Section 2.01, provided, however, that provisions under this Agreement relating to minimum
borrowing amounts, minimum prepayment amounts, notice of borrowing and notice of prepayments or
commitment terminations shall not be applicable in connection with the effectiveness of the New
Revolving Commitments and such repayment and such termination of the Existing Revolving
Commitments. All Swing Line Loans outstanding immediately prior to the delivery of the Activation
Notice shall automatically become Swing Line Loans under the New Revolving Commitments and no
prepayment of such outstanding Swing Line Loans shall be required on the New Revolving Commitment
Effective Date. Upon delivery of the Activation Notice, the New Revolving Loan Commitments shall
constitute Revolving Commitments under the Loan Documents. For avoidance of doubt, from and after
the activation of the New Revolving Commitments, there shall be no borrowings under the Existing
Revolving Commitments.”




RR. A new Section 2.15(e) is added as follows:



“(e) Effective on the New Revolving Commitment Effective Date, all Letters of Credit set forth
on Schedule 2.15(e) shall be deemed to be newly issued Letters of Credit under the New
Revolving Commitments.”



SS. Section 3.02 is amended by adding the phrase “or the Applicable Revolving Eurodollar
Rate” immediately after the reference to “Eurodollar Rate” set forth therein.



TT. Section 3.03 is amended by adding the phrase “or the Applicable Revolving Eurodollar
Rate” immediately after each reference to “Eurodollar Rate” set forth therein.



Section 3.05 is amended by adding the phrase “or the Applicable Revolving Eurodollar Rate”
immediately after each reference to “Eurodollar Rate” set forth therein.




UU. Section 6.02(h) is deleted and replaced with:



“(h) concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b), the REIT’s consolidated financial projections for the current and the
succeeding three fiscal quarters, as prepared by the REIT’s Chief Financial Officer and in a format
and with such detail as Administrative Agent may reasonably require.”


 


16









 





VV. Section 7.01(p) is deleted and replaced with:




“(p) Intentionally Omitted;”




WW. Section 7.02(e) is deleted and replaced with:



“(e) Investments in Non-Core Assets, Development Assets and Non-Controlled Entities, provided
that at all times (i) the aggregate book value of the Borrowing Group’s Share of Investments in
Non-Core Assets, (ii) the aggregate book value of the Borrowing Group’s Share of Investments in
Development Assets, and (iii) the aggregate net book value (valued at the Borrowing Group’s Share
of the book value less depreciation and associated Indebtedness) of the Borrowing Group’s Share of
Investments in Non-Controlled Entities, taken together, does not exceed 20% of the Gross Asset
Value then in effect;”




XX. Sections 7.02(f) and 7.02(g) are deleted and replaced with:




“(f) Intentionally Omitted;




(g) Intentionally Omitted;”




YY. Section 7.02(m) is deleted and replaced with:



“(m) Investments in the ordinary course of the Borrowers and their Subsidiaries’ business not
otherwise permitted under this Section 7.02, in an aggregate amount at any time outstanding not to
exceed $10,000,000 (it being understood that Investments in real estate secured mortgages shall not
be considered “in the ordinary course” of the Borrowers and their Subsidiaries’ business); and”




ZZ. Section 7.03(m) is deleted and replaced with:




“(m) Intentionally Omitted;”




AAA. Section 7.06(c) is deleted and replaced with:



“(c) the purchase, redemption or other acquisition of any Equity Interests of the Borrowers or
any Subsidiary; provided, that, at the time or as a result thereof there shall exist no Default or
Event of Default, and, provided further, that (x) for so long as the Term B Loan (or any portion
thereof) is outstanding, Borrowers may apply an amount not to exceed 50% of Net Disposition
Proceeds toward the purchase, redemption or other acquisition of REIT common stock if an equal
amount is applied to repay the Term B Loan, and, (y) if the Term B Loan has been repaid in full,
there shall be no restriction on the purchase, redemption or other acquisition of REIT common
stock. Notwithstanding the foregoing, in no event may the Revolving Commitment be used to fund the
purchase, redemption or other acquisition of REIT common stock, except to the limited extent that
if Net Disposition Proceeds which otherwise would be permitted to be used to purchase, redeem or
otherwise acquire such common stock and are designated to be so used but for an interim period are
instead used to pay down the Revolving Loans, then an equal amount of the Revolving Commitment may
be borrowed (in accordance with this Agreement) to purchase, redeem or otherwise acquire such
common stock for a period ending 60 days after such repayment.”


 


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BBB. Section 7.08(g) is deleted and replaced with:




“(g) intentionally omitted.”




CCC.
Section 7.11 is deleted and replaced with:




“7.11 Financial Covenants.




(a) Permit the Fixed Charge Coverage Ratio to be less than 1.30:1.00;




(b) Permit the Debt Service Coverage Ratio to be less than 1.50:1.00;




(c) Permit the Secured Indebtedness Ratio to exceed 0.60:1.00;




(d) Permit the Leverage Ratio to exceed 0.65:1.00;



(e) Permit Adjusted Tangible Net Worth to be less than the sum of (x) 85% of Adjusted Tangible
Net Worth as of the Sixth Amendment Effective Date, plus (y) 85% of the net issuance
proceeds of all issuances to Persons other than the Borrowers or Subsidiaries of Stock or
Partnership Units from and after the Sixth Amendment Effective Date;



(f) Permit the aggregate principal amount of the Borrowing Group’s Share of all cross
collateralized or cross-defaulted Indebtedness to exceed 15% of Total Funded Indebtedness;




(g) Permit the Variable Rate Debt Ratio to exceed 0.35:1.00;



(h) Permit the aggregate outstanding principal amount of the Borrowing Group’s Share of
Aggregate Recourse Indebtedness, exclusive of the Term B Loan (but including any refinancing
Indebtedness with respect to the Term B Loan) and the Revolving Commitments, to exceed
$100,000,000; or



(i) Permit the aggregate outstanding principal amount (including paid-in-kind or other non
current cash pay interest which is added to principal) of Mezzanine Indebtedness to exceed
$20,000,000 at any time. The Mezzanine Indebtedness existing as of the Sixth Amendment Effective
Date is set forth on Schedule 7.11(i) hereto.



The Financial Covenants set forth in this Section 7.11 shall be measured as of the last day of
each fiscal quarter.”


 


18









 






DDD. The introductory paragraph of Section 10.13 is deleted and replaced with:



“10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, if the
Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender, if any
Revolving Lender is an Impacted Lender or a Non-Consenting Lender (so long as no Default or Event
of Default has occurred and is continuing), or if any other
circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a
party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section
10.06 except as provided in this Section 10.13), all of its interests, rights and obligations under
this Agreement and the related Loan Documents (or all of its Revolving Loans and Revolving
Commitments if so requested by the Borrower) to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided
that:”




EEE. A new paragraph is added at the end of Section 10.13 as follows:



“Without limiting the foregoing, Borrowers may, subject to the consent and approval of
Administrative Agent in its sole discretion and notwithstanding anything to the contrary in Section
2.06, terminate the Revolving Commitment of any Defaulting Lender with no outstanding Revolving
Loans, provided that if Administrative Agent grants such consent in its sole discretion,
Borrowers shall Cash Collateralize such Defaulting Lender’s pro rata portion (if any) of the
Outstanding Amount of any then applicable L/C Obligations in a manner satisfactory to L/C Issuer
and Administrative Agent.”




FFF. A new Schedule 2.15(d) in the form attached hereto is added to the Agreement.




GGG. A new Schedule 2.15(e) in the form attached hereto is added to the Agreement.



HHH. Schedule 7.11(i) is deleted and replaced with the revised Schedule
7.11(i) in the form attached hereto.



Section 2. CONDITIONS TO EFFECTIVENESS




2.1 Subject to Sections 2.2 and 2.3 below, this Amendment shall become effective as of the
Sixth Amendment Effective Date, at such time that all of the following conditions are satisfied:



A. The Administrative Agent shall have received counterparts of this Amendment, duly executed
and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent, (c) each
Revolving Lender with a New Revolving Commitment and (d) the Required Lenders (or the Required
Lenders shall have consented to the execution of the Amendment by providing their counterpart
signatures hereto or their consent hereto to the Administrative Agent);



B. Guarantors and the Borrowers and Subsidiaries of the Borrowers party to the Pledge
Agreements as “Pledgors” (the “Pledgors”) shall have executed this Amendment with respect to
Section 5 and such other documents reasonably required by Administrative Agent;



C. Administrative Agent and its counsel shall have received executed resolutions from
Borrowers authorizing the entry into and performance of this Amendment and
the Amended Agreement as amended, all in form and substance satisfactory to Administrative
Agent and its counsel;


 


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D. Administrative Agent shall have received favorable opinions of (i) Skadden, Arps, Slate,
Meagher & Flom LLP, and (ii) DLA Piper LLP (US), in each case addressed to the Administrative
Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as
Administrative Agent may reasonably request;



E. Any fees required to be paid on or before the Sixth Amendment Effective Date shall have
been paid; and



F. Borrowers and the Pledgors shall have delivered such other assurances, certificates,
documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender
or the Required Lenders reasonably may require.



2.2 Notwithstanding the foregoing, the amendments to the terms (i) “Applicable Revolving Base
Rate”, (ii) “Applicable Revolving Eurodollar Rate”, (iii) “Applicable Revolving Rate”, (iv)
“Applicable Unused Fee”, (v) “Default Rate”, (vi) “Revolving Commitment”, (vii) “Revolving
Commitment Termination Date” and (viii) “Eurodollar Rate Floor” set forth in Section 1 of this
Amendment shall not become effective until the Borrowers shall have delivered an Activation Notice
to the Administrative Agent. Upon delivery of an Activation Notice to the Administrative Agent, on
or after the Sixth Amendment Effective Date, the amendments set forth in the preceding sentence
shall immediately become effective.



2.3 Notwithstanding any other provision of this Amendment or the Amended Agreement to the
contrary, and without any further action by any party, if, on or before May 1, 2009, the Borrowers
do not deliver an Activation Notice, terminate the Existing Revolving Commitments and replace the
same with the New Revolving Commitments all in accordance with new Section 2.15(d) set
forth in Section 1 hereof, then this Amendment shall immediately cease to be effective as if the
same had never been made, and Borrowers agree to execute and deliver to Administrative Agent such
assurances, certificates or other documents reasonably requested by Administrative Agent in
connection with the foregoing. For the avoidance of doubt, and notwithstanding any other provision
of this Amendment or the Amended Agreement to the contrary, Borrowers acknowledge and agree that
the extension fee equal to the product of (i) .20% multiplied by (ii) the aggregate Revolving
Commitments then in effect (as provided pursuant to Section 2.14(b)(iii) of the Amended
Agreement prior to taking into account the amendments to such Section set forth in Section 1 of
this Amendment) shall be due and payable on May 1, 2009 if the Activation Notice is not delivered
on or before such date.



Section 3. BORROWERS’ REPRESENTATIONS AND WARRANTIES




In order to induce the Lenders to consent to this Amendment and to amend the Amended Agreement
in the manner provided herein, Borrowers represent and warrant to Administrative Agent and 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 Sixth Amendment Effective Date;


 


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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.



3.3 No Default. After giving effect to this Amendment, no Default or Event of Default
exists under the Amended Agreement as of the Sixth Amendment Effective Date. Further, after giving
effect to this Amendment, no Default or Event of Default would result under the Amended Agreement
from the consummation of this Amendment;



3.4 No Conflict. The execution, delivery and performance by Borrowers, Pledgors and
Guarantors of this Amendment and the performance of the Amended Agreement by Borrowers, does not
and will not (i) violate any provision of any applicable material law or any governmental rule or
regulation applicable to Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as
could not reasonably be expected to have a Material Adverse Effect, the Organization Documents of
Borrowers, Pledgors, Guarantors or any of their Subsidiaries or any order, judgment or decree of
any court or other Governmental Authority binding on Borrowers, Pledgors, Guarantors or any of
their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect,
(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both)
a default under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their
Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect,
(iii) result in or require the creation or imposition of any Lien upon any of the properties or
assets of Borrowers, Pledgors, Guarantors or any of their Subsidiaries not otherwise permitted by
the Amended Agreement except as could not reasonably be expected to have a Material Adverse Effect,
or (iv) require any approval of members or stockholders or any approval or consent of any Person
under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their Subsidiaries,
except for such approvals or consents which have been or will be obtained on or before the Sixth
Amendment Effective Date or except for such approvals or consents which, if not obtained, are not
reasonably expected to result in a Material Adverse Effect;



3.5 Governmental Consents. The execution and delivery by Borrowers, Guarantors and
Pledgors of this Amendment and the performance by Borrowers, Guarantors and Pledgors under the
Amended Agreement does not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other governmental authority or
regulatory body, except for filings or recordings in respect of the Liens created pursuant to the
Loan Documents and except as may be required, in connection with the disposition of any Collateral,
by laws generally affecting the offering and sale of securities;



3.6 Binding Obligation. The Amended Agreement, as amended by this Amendment, has been
duly executed and delivered by Borrowers and is enforceable against Borrowers, in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability; and


 


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3.7 Incorporation of Representations and Warranties From Amended Agreement. After
giving effect to this Amendment, the representations and warranties contained in Article V
of the Amended Agreement are and will be true, correct and complete in all material respects on and
as of the Sixth Amendment Effective Date to the same extent as though made on and as of such date,
except representations and warranties solely to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.



Section 4. MISCELLANEOUS





4.1 Reference to and Effect on the Amended Agreement and the Other Loan Documents.



A. On and after the Sixth Amendment Effective Date, each reference in the Amended Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the
Amended Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and
be a reference to the Amended Agreement, as amended by this Amendment.



B. Except as specifically amended by this Amendment, the Amended Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.



C. The execution, delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under, the Amended Agreement or any of the
other Loan Documents.



4.2 Fees and Expenses. Borrowers acknowledge that all reasonable costs, fees and
expenses incurred by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of Borrowers. The
Borrowers hereby agree to pay the reasonable fees, cost and expenses of Administrative Agent’s
counsel in connection with this Amendment concurrently with or promptly but in no event later than
30 days after submission of an invoice with respect to such reasonable fees, costs and expenses.



4.3 Headings. Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.


 


22









 





4.4 Counterparts; Effectiveness. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document. This Amendment shall become effective upon the execution
of a counterpart hereof by each Borrower and Administrative Agent, and receipt by Borrowers and
Administrative Agent of written, facsimile or telephonic notification of such execution and
authorization of delivery thereof.



4.5 Entire Agreement. This Amendment embodies the entire agreement and understanding
among the parties with respect to this amendment to the Amended Agreement, and supersedes all prior
agreements and understandings, oral or written, relating thereto.



4.6 Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of California.



Section 5. ACKNOWLEDGEMENT AND CONSENT




A. Guarantors are party to that certain Continuing Guaranty (as amended from time to time),
dated as of November 2, 2004, pursuant to which Guarantors have guarantied the Obligations.
Pledgors are party to that certain Security Agreement (Securities) made by Borrowers (as amended
from time to time) and Security Agreement (Securities) made by certain other Pledgors (as amended
from time to time), dated as of November 2, 2004, pursuant to which Pledgors have pledged the
Collateral as security for the Indebtedness (as defined in the applicable Pledge Agreement).



B. Each Guarantor and each Pledgor hereby acknowledges that it has reviewed the terms and
provisions of the Amended Agreement and this Amendment and consents to the amendment of the
Amended Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each
Guaranty to which it is a party or otherwise bound, and each Pledgor hereby confirms that the
Pledge Agreement to which it is a party or otherwise bound, will continue to guaranty or secure,
as the case may be, to the fullest extent possible the payment and performance of all of the
“Guaranteed Obligations” (as defined in the applicable Guaranty) or the “Indebtedness” (as defined
in the applicable Pledge Agreement), as the case may be, including without limitation the payment
and performance of all such “Guaranteed Obligations” or “Indebtedness”, as the case may be, with
respect to the Obligations of Borrowers now or hereafter existing under or in respect of the
Amended Agreement (as amended hereby) and the Notes defined therein.



C. Each Guarantor acknowledges and agrees that any Guaranty to which it is a party or
otherwise bound, and each Pledgor acknowledges and agrees that the Pledge Agreement to which it is
a party or otherwise bound, shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Guarantor and each Pledgor represents and
warrants that all representations and warranties contained in the Guaranty and/or the Pledge
Agreement, as the case may be, to which it is a party or otherwise bound are true, correct and
complete in all material respects on and as of the Sixth Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true, correct and
complete in all material respects on and as of such earlier date.


 


23









 





D. Each Guarantor and each Pledgor (other than the Borrowers) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor or
such Pledgor, as the case may be, is not required by the terms of the Amended Agreement or any
other Loan Document to consent to the amendments to the Amended Agreement effected pursuant to
this Amendment and (ii) nothing in the Amended Agreement, this Amendment or any other Loan
Document shall be deemed to require the consent of such Guarantor or such Pledgor to any future
amendments to the Amended Agreement.



[Signatures on Next Page]





 


24











 




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first written above.



	 	 	 	 	 
	BORROWERS:	 APARTMENT INVESTMENT AND

MANAGEMENT COMPANY,

a Maryland corporation

 	 
	 	By:  	                            /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 
	 
	 	AIMCO PROPERTIES, L.P.,

a Delaware limited partnership

 	 
	 	By:  	AIMCO-GP, INC.,
 	 
	 	 	a Delaware corporation 	 
	 	Its:	            General Partner 	 



	 	 	 	 	 
	 	By:  	                         /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



	 	 	 	 	 
	 	AIMCO/BETHESDA HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 
	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 


 









 








PLEDGORS (for purposes of Section 5 only):



	 	 	 	 	 
	 	APARTMENT INVESTMENT AND

MANAGEMENT COMPANY,

a Maryland corporation, as Pledgor

 	 
	 	By:  	/s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 
	 
	 	AIMCO PROPERTIES, L.P.,

a Delaware limited partnership, as Pledgor

 	 
	 	By:  	AIMCO-GP, INC.,
 	 
	 	 	a Delaware corporation 	 
	 	Its:                	General Partner 	 



	 	 	 	 	 
	 	By:  	                    /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



	 	 	 	 	 
	 	AIMCO/BETHESDA HOLDINGS, INC.,

a Delaware corporation, as Pledgor

 	 
	 	By:  	/s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 


 









 





	 	 	 	 	 
	 	

AIMCO/IPT, INC., 

a Delaware corporation,




NHP A&R SERVICES, INC., 

a Virginia corporation



NHP REAL ESTATE CORPORATION, 

a Delaware corporation



AIMCO HOLDINGS QRS, INC., 

a Delaware corporation



NHPMN-GP, INC., 

a Delaware corporation



LAC PROPERTIES QRS II INC., 

a Delaware corporation

 	 
	 	By:  	/s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)






 


 









 







AIMCO LP LA, LP,

a Delaware limited partnership




	 	 	 	 	 
	 	By:  	                AIMCO LA QRS, Inc.,
 	 
	 	 	a Delaware corporation 	 
	 	Its:	      General Partner 	 



	 	 	 	 	 
	 	By:  	                          /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



	 	 	 	 	 
	 	GP-OP PROPERTY MANAGEMENT, LLC,

a Delaware limited liability company

 	 
	 	By:  	AIMCO Properties, L.P.,
 	 
	 	 	a Delaware limited partnership, 	 
	 		 Its: Member 	 



	 	 	 	 	 
	 	By:  	                   AIMCO-GP, Inc.,
 	 
	 	 	a Delaware corporation, 	 
	 	Its:	             General Partner 	 



	 	 	 	 	 
	 	By:  	                                    /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)





 


 









 







	 	 	 	 	 
	 	AIMCO GP LA, L.P.,

a Delaware limited partnership

 	 
	 	By:  	AIMCO-GP, INC.,
 	 
	 	 	a Delaware corporation, 	 
	 	Its:	      General Partner 	 



	 	 	 	 	 
	 	By:  	                 /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



	 	 	 	 	 
	 	LAC PROPERTIES OPERATING

PARTNERSHIP, L.P.,

a Delaware limited partnership

 	 
	 	By:  	AIMCO GP LA, L.P.,
 	 
	 	 	a Delaware limited partnership, 	 
	 	Its: 	      General Partner 	 



	 	 	 	 	 
	 	By:  	             AIMCO-GP, INC.,
 	 
	 	 	a Delaware corporation, 	 
	 	Its: 	             General Partner 	 



	 	 	 	 	 
	 	By:  	                              /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and
Treasurer 	 



	 	 	 	 	 
	 	
AIC REIT PROPERTIES LLC,

a Delaware limited liability company

 	 
	 	By:  	AIMCO Properties, L.P.,
 	 
	 	 	a Delaware limited partnership, 	 
	 	Its: 	      Managing Member 	 



	 	 	 	 	 
	 	By:  	             AIMCO-GP, INC.,
 	 
	 	 	a Delaware corporation, 	 
	 	Its: 	             General Partner 	 



	 	 	 	 	 
	 	By:  	                              /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)





 


 











 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	AMBASSADOR APARTMENTS, L.P.

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO QRS GP, LLC,

a Delaware limited liability company
	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO Properties, L.P.,
	 	 
	 	 	 	 	

Its:	 	a Delaware limited partnership,

Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	AIMCO-GP, Inc.,
	 	 
	 	 	 	 	 	 	

Its:	 	a Delaware corporation,

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding

Executive Vice President and Treasurer
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	AIMCO HOLDINGS, L.P.

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO Holdings QRS, Inc.,

a Delaware corporation,
	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Patti K. Fielding	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Patti K. Fielding

Executive Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Ambassador Florida Partners, Inc.,

a Delaware corporation,
	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 	 	/s/ Patti K. Fielding	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Patti K. Fielding

Executive Vice President and Treasurer	 	 






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 


 








 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LAC PROPERTIES SUB LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	LAC Properties Operating Partnership, L.P.,

a Delaware limited partnership,
	 	 
	 	 	Its:	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO GP LA, L.P.,

a Delaware limited partnership,
	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 
	 	 	 	 	 	 	By:	 	AIMCO-GP, Inc.,

a Delaware corporation,
	 	 
	 	 	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding
	 	 
	 

	 	 	 	 	 	 	 	 	 	Executive Vice President and
Treasurer	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LAC PROPERTIES GP I LLC

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	LAC Properties Operating Partnership, L.P.,

a Delaware limited partnership,
	 	 
	 	 	Its:	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO GP LA, L.P.,

a Delaware limited partnership,
	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	AIMCO-GP, Inc.,

a Delaware corporation,
	 	 
	 	 	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding
	 	 
	 

	 	 	 	 	 	 	 	 	 	Executive Vice President and
Treasurer	 	 






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)





 


 










 



GUARANTORS (for purposes of Section 5 only):




	 	 	 	 	 
	 	AIMCO EQUITY SERVICES, INC.,

a Virginia corporation



AIMCO HOLDINGS QRS, INC.,

a Delaware corporation



AIMCO-LP TRUST

a Delaware trust



AIMCO PROPERTIES FINANCE CORP.,

a Delaware corporation



AMBASSADOR I, INC.,

a Delaware corporation



AMBASSADOR VIII, INC.,

a Delaware corporation



ANGELES REALTY CORPORATION II,

a California corporation



CONCAP EQUITIES, INC.,

a Delaware corporation



NHP A&R SERVICES, INC.,

a Virginia corporation



NHPMN STATE MANAGEMENT, INC.,

a Delaware corporation



NHP MULTI-FAMILY CAPITAL CORPORATION,

a District of Columbia corporation



AIMCO-GP, INC.,

a Delaware corporation



NHPMN-GP, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President and Treasurer 	 
	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 


 









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	AIMCO IPLP, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO/IPT, Inc.,
	 	 	 	 	a Delaware corporation
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Patti K. Fielding
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Patti K. Fielding
	 	 	 	 	 	 	Executive Vice President
and Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	AIMCO HOLDINGS, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO Holdings QRS, Inc.,
	 	 	 	 	a Delaware corporation,
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Patti K. Fielding
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Patti K. Fielding
	 	 	 	 	 	 	Executive Vice President
and Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP,
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Ambassador Florida Partners Limited Partnership,

a Delaware limited partnership
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Ambassador Florida Partners, Inc.,
	 	 	 	 	 	 	a Delaware corporation
	 	 	 	 	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Patti K. Fielding
	 

	 	 	 	 	 	 	 	 	 	Executive Vice President and Treasurer






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	AMBASSADOR APARTMENTS, L.P.
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO QRS GP, LLC,
	 	 	 	 	a Delaware limited liability company,
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO Properties, L.P.,
	 	 	 	 	 	 	a Delaware limited partnership,
	 	 	 	 	Its:	 	Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	AIMCO-GP, Inc.,
	 

	 	 	 	 	 	 	 	a Delaware corporation,
	 

	 	 	 	 	 	Its:
	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Patti K. Fielding
	 

	 	 	 	 	 	 	 	Executive Vice President
and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	LAC PROPERTIES OPERATING PARTNERSHIP, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO GP LA, L.P.,
	 	 	 	 	a Delaware limited partnership
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO-GP, Inc.,
	 	 	 	 	 	 	a Delaware corporation
	 	 	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Patti K. Fielding
	 

	 	 	 	 	 	 	 	Executive Vice President
and Treasurer






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)





 


 











 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	GP-OP PROPERTY MANAGEMENT, LLC

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO Properties, L.P.,

a Delaware limited partnership,	 	 
	 	 	Its:	 	Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO-GP, Inc.,

a Delaware corporation,	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding
	 	 
	 

	 	 	 	 	 	 	 	Executive Vice President and
Treasurer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	NHPMN MANAGEMENT, L.P.,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	NHPMN-GP, Inc.

a Delaware corporation,	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding

Executive Vice President
and Treasurer
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	NHPMN MANAGEMENT, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO/Bethesda Holdings, Inc.,

a Delaware corporation,	 	 
	 	 	Its:	 	Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding

Executive Vice President
and Treasurer
	 	 






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)


 


 









 











	 	 	 	 	 	 	 
	 	 	OP PROPERTY MANAGEMENT, L.P.,

a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	NHPMN-GP, Inc.,

a Delaware corporation
	 	 	Its:	 	Managing General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Patti K. Fielding
 
 Patti
K. Fielding
	 

	 	 	 	 	 	Executive Vice President
and Treasurer






	 	 	 	 	 	 	 	 	 	 	 
	 	 	OP PROPERTY MANAGEMENT, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AIMCO Properties, L.P.,

a Delaware limited partnership	 	 
	 	 	Its:	 	Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	AIMCO-GP, Inc.,

a Delaware corporation	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding

Executive Vice President
and Treasurer
	 	 




(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LAC PROPERTIES GP I LIMITED PARTNERSHIP,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	LAC Properties GP I LLC,

a Delaware limited liability company	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	LAC Properties Operating Partnership, L.P.,

a Delaware limited partnership	 	 
	 	 	 	 	Its:	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	AIMCO GP LA, L.P.,

a Delaware limited partnership	 	 
	 	 	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	AIMCO-GP, Inc.,

a Delaware corporation	 	 
	 	 	 	 	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Executive Vice
President and
Treasurer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	LAC PROPERTIES GP II LIMITED PARTNERSHIP,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LAC Properties QRS II Inc.,

a Delaware corporation,	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Patti K. Fielding
 

Patti K. Fielding
	 	 
	 

	 	 	 	 	 	Executive Vice President
and Treasurer	 	 






(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)



 


 












 




	 	 	 	 	 
	 	AIMCO SELECT PROPERTIES, L.P.,

a Delaware limited partnership

 	 
	 	By:  	 AIMCO/Bethesda Holdings, Inc.,
 	 
	 	 	a Delaware corporation, 	 
	 	Its: 	     General Partner 	 



	 	 	 	 	 
	 	By:  	                                /s/ Patti K. Fielding
 	 
	 	 	Patti K. Fielding 	 
	 	 	Executive Vice President
and Treasurer 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 












 





	 	 	 	 	 
	BANK OF AMERICA:	 BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Kathleen M. Carry
 	 
	 	 	Kathleen M. Carry 	 
	 	 	Vice President 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 












 





	 	 	 	 	 
	L/C ISSUER:	 BANK OF AMERICA, N.A.,

as L/C Issuer

 	 
	 	By:  	/s/ James P. Johnson
 	 
	 	 	James P. Johnson 	 
	 	 	Senior Vice President 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 












 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Lender

 	 
	 	By:  	/s/ James P. Johnson
 	 
	 	 	James P. Johnson 	 
	 	 	Senior Vice President 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 












 






	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

as a Lender

 	 
	 	By:  	/s/ Christopher T. Neil
 	 
	 	 	Christopher T. Neil 	 
	 	 	Senior Relationship Manager 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)




 












 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Amit Khimji
 	 
	 	 	Amit Khimji 	 
	 	 	Director 	 



(Sixth Amendment to Amended and Restated Senior Secured Credit Agreement)