INTERCREDITOR AND SUBORDINATION AGREEMENT



               THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "AGREEMENT")

is made as of September 20, 2000 by and among BANK OF AMERICA, N.A. ("BANK OF

AMERICA"), in its capacity as agent (and in such capacity, "REVOLVER AGENT"

hereunder) for the Revolver Lenders, as hereinafter defined, Bank of America, in

its capacity as agent (and in such capacity, "BRIDGE AGENT" hereunder), for the

Bridge Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware

limited partnership ("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware

corporation ("AIMCO/BETHESDA"), NHP Management Company, a District of Columbia

corporation ("NHP MANAGEMENT") (AIMCO, AIMCO/Bethesda and NHP Management

together with their successors and assigns are collectively referred to as

"BORROWER"), with reference to the following facts:



                  A. Borrower, Bank of America, as agent and as a lender, and

the financial institutions party thereto, executed that certain Credit Agreement

dated as of August 16, 1999, as amended by (i) that certain Amended and Restated

Credit Agreement dated March 15, 2000, (ii) that certain First Amendment to

$345,000,000 Amended and Restated Credit Agreement dated as of April 14, 2000,

and (iii) that certain Second Amended and Restated Credit Agreement dated as of

September 20, 2000 (the "AMENDED AND RESTATED REVOLVER") (as so amended, and as

hereafter may be amended from time to time in accordance with this Agreement,

the "REVOLVING CREDIT AGREEMENT"). Pursuant to the Revolving Credit Agreement,

the Revolver Lenders have committed to make loans and certain other credit

facilities to Borrower in the maximum principal amount of $400,000,000 (the

"REVOLVER LOAN").



                  B. Concurrently herewith, Borrower, Bank of America, as agent

and as a lender, and the financial institutions party thereto, are executing

that certain Interim Credit Agreement (the "BRIDGE CREDIT AGREEMENT") with

respect to an acquisition Bridge Loan to Borrower in a principal amount not to

exceed $302,000,000 (the "BRIDGE LOAN"). Pursuant to the provisions of the

Bridge Credit Agreement, the proceeds of the Bridge Loan will be used to provide

funds for: (i) the acquisition of all stock in Oxford Holding Corporation

("OHC") and Oxford Realty Financial Group, Inc. ("ORFG"; and collectively with

OHC, "OXFORD") and certain corporate interests, general and limited partnership

interests and associated rights held, owned or controlled by Oxford; (ii) the

tender for certain limited partnership interests held by Oxford employees and

institutional investors (the interests and rights described in clauses (i) and

(ii) hereof being referred to herein as the "OXFORD PORTFOLIO"); and (iii)

certain fees and related costs associated with the acquisition of the Oxford

Portfolio pursuant to the Acquisition Agreement (defined below) and as permitted

under the Bridge Credit Agreement. The Bridge Loan is secured by (a) a first

priority lien on the Bridge Collateral (defined below) and (b) a second priority

lien on the Non-Oxford Pledged Collateral (as defined in the Bridge Credit

Agreement).



                  C. Pursuant to the Amended and Restated Revolver, Revolver

Lenders have





                                       1

{PAGE}   2







agreed to consent to the acquisition of the Oxford Portfolio and the Bridge Loan

conditioned upon, among other things, the execution of this Agreement.



                  D. Revolver Agent, Bridge Agent, and Borrower desire to

execute and deliver this Agreement to evidence, among other things, (1) the

agreement of the parties that the Bridge Loan and the Bridge Loan Documents and

certain rights of Bridge Lenders thereunder, except with respect to Bridge

Collateral and Permitted Proceeds (each as defined below), are and will be

subordinate to the Revolver Loan and the Revolver Loan Documents and all rights

of the Revolver Lenders' thereunder, and (2) that the Revolver Loan and Revolver

Loan Documents and certain rights thereunder except with respect to the Bridge

Collateral and Permitted Proceeds, are and will be senior to the Bridge Loan and

Bridge Loan Documents as specifically set forth herein, and to further set forth

the relative rights and obligations of the parties hereto.



                  E. Revolver Agent, Bridge Agent, and Borrower desire to

execute and deliver this Agreement to evidence, among other things, (1) the

agreement of the parties that the Revolver Loan and the Revolver Loan Documents

and certain rights of Revolver Lenders thereunder, with respect only to the

Bridge Collateral and Permitted Proceeds, are and will be subordinate to the

Bridge Loan and the Bridge Loan Documents and certain rights of the Bridge

Lenders' thereunder, and (2) that the Bridge Loan and Bridge Loan Documents and

certain rights thereunder with respect only to the Bridge Collateral and

Permitted Proceeds, are and will be senior to the Revolver Loan and Revolver

Loan Documents as specifically set forth herein.







         NOW THEREFORE, in consideration of the mutual covenants and agreements

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby conclusively acknowledged, the parties hereto

agree as follows:



1. DEFINITIONS: Capitalized terms used in this Agreement without definition have

the meanings given to them in the Revolving Credit Agreement or the Bridge

Credit Agreement, as applicable. As used in this Agreement, the following terms

will have the following meanings:



               "Acquisition Agreement" means that certain Acquisition Agreement

dated as of June 28, 2000, by and among Apartment Investment and Management

Company, Aimco Properties, L.P., NHP Management Company and Aimco/NHP

Properties, Inc., as buyers, and Leo E. Zickler, Francis P. Lavin, Robert B.

Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as sellers,

together with any amendments or modifications thereto approved by Administrative

Agent in writing.



               "Affiliate", as applied to any Person, means any other Person

directly or indirectly controlling, controlled by, or under direct or indirect

common control with, that Person. A Person shall be deemed to be "controlled by"

any other Person if such other Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully





                                       2

{PAGE}   3





diluted basis) having ordinary voting power for the election of directors or

managing general partners; or (b) to direct or cause the direction of the

management and policies of such Person whether by contract or otherwise.



                  "Agreement" is defined in the first paragraph.



                  "Amended and Restated Revolver" is defined in Recital A.



                  "Bank of America" is defined in the first paragraph.



                  "Bankruptcy Code" means the United State Bankruptcy Code, 11

U.S.C. Sections 101 et seq.



                  "Blockage Notice" is defined in Section 6.A.



                  "Borrower" is defined in the first paragraph.



                  "Bridge Agent" is defined in the first paragraph.



                  "Bridge Collateral" means "Oxford Pledged Collateral" as

defined in the Bridge Credit Agreement; provided, however, that in all events

Bridge Collateral shall not include proceeds of Bridge Collateral, if any, which

constitute Management EBITDA, Net Operating Income or other ordinary course

operating revenues or cash flow generated by or attributable to the use,

ownership, operation, or management of the Bridge Collateral.



                  "Bridge Credit Agreement" is defined in Recital A.



                  "Bridge Default" means the occurrence of an Event of Default

under the Bridge Loan Documents.



                  "Bridge Deficiency" means, without duplication and with

respect to the Bridge Indebtedness, (a) any portion thereof remaining unpaid

after receipt of Permitted Proceeds, whether as a result of any Proceeding or

otherwise, and/or (b) the amount of any claims of Bridge Lenders in a bankruptcy

Proceeding which are determined to constitute an unsecured claim.



                  "Bridge Guarantor" means collectively the "Oxford Guarantors"

as defined in and existing from time to time pursuant to the Bridge Credit

Agreement.



                  "Bridge Indebtedness" means, collectively, all (i) the

principal indebtedness under the Bridge Credit Agreement, (ii) interest

(including interest at any default rate of interest provided for in the Bridge

Loan Documents on the principal indebtedness under the Bridge Loan Documents,

interest, fees, expenses, charges or other amounts accruing on or after the

filing of any petition in bankruptcy or for reorganization at the rate or in the

amount otherwise applicable thereto, whether or not any such interest, fees,

expenses, charges or other amounts is an allowed claim), (iii) all premiums and

fees (including post-petition fees and costs, including





                                       3

{PAGE}   4





attorneys fees), if any, and other amounts, indebtedness, obligations and

liabilities of Borrower and its Subsidiaries or Affiliates, whether now existing

or hereafter incurred or created, payable, owing or due to Bridge Lenders under

or with respect to the Bridge Loan Documents, and (iv) the amount of any Bridge

Protective Advances.



                  "Bridge Lenders" means collectively Bridge Agent and the

"Lenders" as defined in the Bridge Credit Agreement.



                  "Bridge Loan" is defined in Recital B.



                  "Bridge Loan Documents" means the Bridge Credit Agreement, any

notes executed in connection therewith, and any other document, agreement or

instrument now, heretofore or hereafter executed and delivered by or on behalf

of Borrower or any Borrower Party (as defined in the Bridge Credit Agreement)

with or in favor of Bridge Lenders in connection with the Bridge Loan, together

with any supplement, modification, amendment, restatement, extension or renewal

of any such document, agreement or instrument.



                  "Bridge Protective Advances" is defined in Section 3.



                  "Business Day" means any day other than a Saturday, Sunday, or

other day on which commercial banks are authorized to close under the laws of,

or are in fact closed in, the state where any Revolver Lenders' lending office

is located.



                  "Concurrent Default" is defined in Section 6.D.



                  "Lender Parties" means Revolver Lenders and Bridge Lenders.



                  "Loan" means, with respect to Revolver Lenders, the Revolver

Loan, and with respect to Bridge Lenders, the Bridge Loan.



                  "Loan Documents" means, with respect to Revolver Lenders, the

Revolver Loan Documents, and with respect to Bridge Lenders, the Bridge Loan

Documents.



                  "Loans" means, collectively, the Revolver Loan and the Bridge

Loan.



                  "Negative Pledges" is defined in the Revolving Credit

Agreement.



                  "OHC" is defined in Recital B.



                  "ORFG" is defined in Recital B.



                  "Oxford" is defined in Recital B.



                  "Oxford Portfolio" is defined in Recital B.



                  "Permitted Proceeds" means Cash, Cash Equivalents or other

Property paid or





                                       4

{PAGE}   5







distributed or required to be distributed to Bridge Lenders on account of the

Bridge Indebtedness from the liquidation of, realization against or other

collection with respect to the Bridge Collateral and recourse to the Bridge

Guarantors (including any Property owned by such Bridge Guarantors), as

applicable.



                  "Person" means any individual, trustee partnership,

corporation, limited liability company, business trust, joint stock company,

trust, unincorporated association, bank, business association firm, joint

venture, governmental authority or other entity.



                  "Proceeding" means any insolvency, bankruptcy, receivership,

custodianship action, proceeding or case, assignment for the benefit of

creditors, liquidation, reorganization, readjustment, composition or other

similar action, proceeding, or case, whether under any bankruptcy,

reorganization or insolvency law or laws, federal or state, or any law, federal

or state, relating to relief of debtors, readjustment of indebtedness,

reorganization, composition or extension, or any proceeding for any partial or

total liquation, liquidating distribution, dissolution or other winding-up,

voluntary or involuntary, whether or not involving insolvency or bankruptcy

proceedings.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC