Exhibit 10.1





Exhibit 10.1




ELEVENTH 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 20, 2011




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED




and




KEYBANC CAPITAL MARKETS




as Joint-Lead Arrangers




and




Joint Bookrunners



 


 









 





ELEVENTH AMENDMENT TO

AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT




This ELEVENTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this
“Amendment”) is dated as of May 20, 2011 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 are 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
“Original 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”), as amended by that certain
Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 9, 2008
(“Fifth Amendment”), as amended by that certain Sixth Amendment to Amended and Restated
Senior Secured Credit Agreement, dated May 1, 2009 (“Sixth Amendment”), as amended by that
certain Seventh Amendment to Amended and Restated Senior Credit Agreement, dated August 4, 2009
(“Seventh Amendment”), as amended by that certain Eighth Amendment to Amended and Restated
Senior Credit Agreement, dated February 3, 2010 (“Eighth Amendment”), as amended by that
certain Ninth Amendment to Amended and Restated Senior Credit Agreement, dated May 14, 2010
(“Ninth Amendment”), and as amended by that certain Tenth Amendment to Amended and Restated
Senior Credit Agreement, dated September 29, 2010 (“Tenth Amendment”) (the Original Credit
Agreement as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment,
Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment and Tenth
Amendment is referred to as the “Credit Agreement”; and the Credit Agreement as amended by
this Amendment is referred to as 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 desire to amend the Credit Agreement as more particularly set forth below;



WHEREAS, pursuant to the Credit Agreement, the amendments set forth herein require
the consent of the L/C Issuer and the Required Lenders, and the L/C Issuer and the Required
Lenders have consented hereto;


 


1









 





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 “Gross Asset Value” is amended to insert the following as clause
(viii):




“(viii) 100% of the book value (determined in accordance with GAAP) of the Permitted
Junior Loans and Permitted Mortgage Certificates.”




B. The defined term “Joint Lead Arrangers” is deleted and replaced with:



““Joint Lead Arrangers” mean Merrill Lynch, Pierce, Fenner & Smith Incorporated (as
successor by merger to Banc of America Securities LLC) and KeyBanc Capital Markets, in their
capacities as joint lead arrangers and joint book managers.”




C. The defined term “Non-Core Assets” is deleted and replaced with:



““Non-Core Assets” means: (i) unimproved land (other than Development Assets) of the
Borrowing Group and Notes Receivable of the Borrowing Group valued at their net book value, (ii)
Permitted Junior Loans, and (iii) Permitted Mortgage Certificates.”




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



“Eleventh Amendment” means the Eleventh Amendment to this Agreement, dated as of May
20, 2011, among the Borrowers, the L/C Issuer, the Administrative Agent and the Lenders party
thereto.”



“Eleventh Amendment Effective Date” means the date all of the conditions to
effectiveness set forth in Section 2 of the Eleventh Amendment are satisfied.



“Permitted Junior Loans” means Investments by any Person in the Borrowing Group in
Indebtedness consisting of junior mortgage loans and/or mezzanine loans secured by equity
interests, initially owed by Subsidiaries of the Borrowing Group; provided that the owner of any
such Investments must be a Borrower or Guarantor.



“Permitted Mortgage Certificates” means Investments by any Person in the Borrowing
Group in one or more tranches or series of collateralized mortgage backed securities or
certificates initially owed by any Person with respect to Indebtedness of one or more Subsidiaries
of the Borrowing Group; provided that the owner of any such Investments must be a Borrower or
Guarantor.


 


2









 





Section 2. CONDITIONS TO EFFECTIVENESS




This Amendment shall become effective (as of the “Eleventh Amendment Effective Date”)
at such time that all of the following conditions are satisfied:



2.1 The Administrative Agent shall have received counterparts of this Amendment, duly executed
and delivered on behalf of each of (i) the Borrowers, (ii) the Administrative Agent, (iii) the L/C
Issuer, and (iv) 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);



2.2 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; and



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



Section 3. BORROWERS’ REPRESENTATIONS AND WARRANTIES




In order to induce the L/C Issuer and the Required Lenders to consent to this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent and warrant to
Administrative Agent and to the L/C Issuer and each Required 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 Eleventh Amendment Effective
Date;



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 Eleventh 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









 





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 Eleventh 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 has been duly executed and delivered by
Borrowers and is enforceable against Borrowers, in accordance with its 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



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 Eleventh 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.


 


4









 





Section 4. MISCELLANEOUS





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




A. On and after the Eleventh Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the
Credit 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.




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.



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, electronic image scan (e.g., “PDF” or “tif”)
transmission 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




5.1 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).


 


5









 





5.2 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 Credit
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 and the Notes defined therein.



5.3 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 Eleventh 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.



5.4 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 Credit Agreement or any other
Loan Document to consent to the amendments to the Credit 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 Following Pages]



 


6









 





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	 	 






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



 


S-1









 







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	 	 






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




 


S-2









 







	 	 	 	 	 
	 	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 	 



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



 


S-3









 









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
	 	 






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



 


S-4









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	 






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



 


S-5









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






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





 


S-6











 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






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



 


S-7









 





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


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


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 	 


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


 


S-8









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-9









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-10









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-11









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-12









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-13









 





	 	 	 	 	 	 	 	 	 
	 	 	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	 	 




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


 


S-14









 





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

as Administrative Agent

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


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


 


S-15









 





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

as L/C Issuer

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


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


 


S-16









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Lender

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


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


 


S-17









 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent And Lender

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


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


 


S-18









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

Successor-by-merger to

Wachovia Bank, N.A.,

as a Lender

 	 
	 	By:  	/s/ J. Derek Evans
 	 
	 	 	Name:  	J. Derek Evans 	 
	 	 	Title:  	Senior Vice President 	 


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


 


S-19









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Nick Zangari
 	 
	 	 	Name:  	Nick Zangari 	 
	 	 	Title:  	Authorized Signatory 	 


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


 


S-20









 





	 	 	 	 	 
	 	MANUFACTURERS AND TRADERS 

TRUST COMPANY,

a New York Banking Company,

as a Lender

 	 
	 	By:  	/s/ John Mangan
 	 
	 	 	Name:  	John Mangan 	 
	 	 	Title:  	Vice President 	 


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


 


S-21









 





	 	 	 	 	 
	 	CITIBANK, N.A.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


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


 


S-22









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ James A. Harmann
 	 
	 	 	Name:  	James A. Harmann 	 
	 	 	Title:  	Senior Vice President 	 


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


 


S-23









 





	 	 	 	 	 
	 	HSBC BANK USA NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Timothy J. Mertens
 	 
	 	 	Name:  	Timothy J. Mertens 	 
	 	 	Title:  	Vice President 	 



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


 


S-24