Exhibit 1.1

TERMINATION OF MASTER LEASE AGREEMENTS

This Termination of MASTER LEASE AGREEMENTS (this “Termination Agreement”) is made as of June 17, 2022 (the “Effective Date”), by and among: (i) MCZ/CENTRUM FLAMINGO II, L.L.C., a Delaware limited liability company (the “Flamingo North Tower Landlord”), AIMCO 50 ROGERS STREET, L.L.C., a Delaware limited liability company, AIMCO LEAHY SQUARE APARTMENTS, LLC, a Delaware limited liability company, and AIMCO FITZSIMONS 3A LESSOR, LLC, a Delaware limited liability company (collectively, the “Landlords”); (ii) FLAMINGO NORTH LESSEE, LLC, a Delaware limited liability company, PRISM LESSEE, LLC, a Delaware limited liability company, 707 LEAHY LESSEE, LLC, a Delaware limited liability company, and FREMONT LESSEE, LLC, a Delaware limited liability company (collectively, the “Tenants”); (iii) AIMCO OP L.P., a Delaware limited partnership (“Aimco”); and (iv) APARTMENT INCOME REIT, L.P., a Delaware limited partnership (“AIR”).

Recitals

WHEREAS, each applicable Landlord and each applicable Tenant entered into those certain Master Lease Agreements set forth on Exhibit A attached hereto (as the same may have been amended, modified or supplemented from time to time, collectively, the “Master Leases”);

WHEREAS, AIMCO REIT SUB, LLC, a Delaware limited liability company (“AIMCO Guarantor”), entered into that certain Guaranty as set forth on Exhibit A attached hereto in favor of the Flamingo North Tower Landlord (together with any other guaranty entered into in connection with any Master Lease, as the same may have been amended, modified or supplemented from time to time, collectively, the “Guarantees”); and

WHEREAS, in connection with the payment of the Termination Payment (as defined in Section 2 below), each Landlord, each Tenant, AIR and Aimco have agreed to terminate each Master Lease and Guaranty.

NOW, THEREFORE, in consideration of the mutual promises contained in this Termination Agreement, and for other good and valuable consideration, including the Termination Payment, the receipt and sufficiency of which are hereby acknowledged, each Landlord, each Tenant, AIR and Aimco acknowledge and agree as follows:

(i) All normal and customarily pro-ratable items relating to each Property, including, without limitation, Rents paid by the Tenants, all rent and other income collected from occupants of each Property, property management fees, repair and maintenance costs, taxes, assessments, debt service payments and all other operating expenses and fees, shall be prorated as of the Termination Date, Tenant and/or Aimco being charged or credited, as appropriate, for all of same attributable to the period up to the Termination Date (and credited for any amounts paid by Tenant attributable to the period on or after the Termination Date) and the Landlord and/or AIR being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Termination Date. AIR shall cause the property manager of each Property to prepare a proration schedule of the prorations described in this Section 4 and shall deliver such proration schedule to Aimco at least ten (10) Business Days prior to the Termination Date. Notwithstanding anything to the contrary contained herein or in any Master Lease, each Tenant and Aimco shall remain responsible for any and all costs, expenses and liabilities (including, without limitation, operating costs and expenses and costs and expenses relating to development and leasing work) resulting from their activities under each Master Lease prior to the Termination Date. For the avoidance of doubt, AIR and Landlord shall be responsible for costs and expenses attributable to their own activities after the Termination Date.

(ii) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of the Termination Date shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration ninety (90) days after the Termination Date, or as soon thereafter as the precise amounts can be ascertained. Aimco shall promptly notify AIR when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, AIR shall cause to be prepared and certified as correct, a final proration statement which shall be in a form consistent with the proration statement delivered at the Termination Date and which shall be subject to Aimco’s review and approval. Upon Aimco’s acceptance and approval of any final proration statement submitted by AIR and/or the former property manager of each Property, such statement shall be conclusively deemed to be accurate and final, and any payment due to any party as a result of such final prorations shall be made within thirty (30) days of such approval by Aimco.

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IN WITNESS WHEREOF, the parties have duly executed this Termination Agreement to be effective as of the Effective Date.

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[Signature Page to Termination of Master Lease Agreements]
 

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Exhibit A

Master Leases

Guaranty

1

2078113.02-NYCSR07A - MSW

Exhibit 1.2

AMENDMENT TO MEZZANINE NOTE AGREEMENT AND NOTES

THIS AMENDMENT TO MEZZANINE NOTE AGREEMENT AND NOTES (this “Amendment”), dated as of June 17, 2022, by and among AIMCO JO INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), APARTMENT INCOME REIT, L.P. (f/k/a AIMCO Properties, L.P.), a Delaware limited partnership (“AIR OP”), and AIR/BETHESDA HOLDINGS, INC. (f/k/a AIMCO/Bethesda Holdings, Inc.), a Delaware corporation (“AIR/Bethesda”).

W I T N E S S E T H:

WHEREAS, the Company, AIR OP, AIR/Bethesda and Apartment Income REIT, L.P. (f/k/a AIMCO Properties, L.P.), as collateral agent (in such capacity, the “Collateral Agent”), are parties to that certain Mezzanine Note Agreement, dated as of December 14, 2020 (as the same has been amended, restated, supplemented or otherwise modified prior to the effectiveness of this Amendment, the “Agreement”);

WHEREAS, the Company executed and delivered to each of AIR OP and AIR/Bethesda a certain 5.2% Secured Mezzanine Note Due January 31, 2024, dated December 14, 2020 (as the same has been amended, restated, supplemented or otherwise modified prior to the effectiveness of this Amendment, each a “Note” and collectively, the “Notes”); and

WHEREAS, the Company, AIR OP and AIR/Bethesda desire to execute and deliver this Amendment in order to make certain modifications to the Agreement and the Notes as more particularly set forth below.

NOW, THEREFORE, in consideration of the agreements set forth herein below, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:

“Such payment shall be accompanied by the Make-Whole Amount determined for the payment date with respect to such amount.”

“Section 7.3. Other Prepayments. Except as provided in Section 7.2 or Section 11.1, the Notes shall not be prepaid in whole or in part prior to June 1, 2022, and the Purchasers shall have no obligation to accept any such attempted prepayment prior to June 1, 2022. The Company expressly acknowledges and agrees that (a) the prohibition on prepayments is reasonable and is the product of an arm’s length transaction between sophisticated business people, (b) it shall be estopped hereafter from claiming differently than as agreed to in this paragraph, (c) its agreement to a prohibition on prepayments as herein described is a material inducement to the Purchasers’ decision to enter into this Agreement and (d) upon a prepayment of the Notes prior to the Maturity Date (whether pursuant to Section 7.2, pursuant to this Section 7.3 on or after June 1, 2022, or in violation of this Section 7.3), the Purchasers would suffer substantial harm, and any prepayment received and accepted pursuant to Section 7.2, pursuant to this Section 7.3 on or after June

1, 2022, or in violation of this Section 7.3 shall be accompanied by the Make-Whole Amount. This Section 7.3 shall not prejudice the rights of the Purchasers to accelerate the Notes pursuant to Section 11 hereof.”

“Section 7.8. Make-Whole Amount.

The term ‘Make-Whole Amount’ means, with respect to any Note, an amount equal to the Discounted Interest Spread Payment with respect to the Called Principal of such Note. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

‘Called Principal’ means, with respect to any Note, the principal of such Note that is to be repaid pursuant to Section 7.1(a), prepaid pursuant to Section 7.2 or Section 7.3 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

‘Discounted Interest Spread Payment’ means, with respect to the Called Principal of any Note, the present discounted value (discounted in accordance with customary financial practice, using a discount rate equal to the Treasury Rate (as defined below)) of the difference between (i) the interest that would have accrued on such Called Principal for the period beginning on the Settlement Date and ending on the Original Maturity Date using an interest rate equal to 5.2% per annum and (ii) the interest that would have accrued on such Called Principal for the same period using a per annum interest rate equal to the Treasury Rate as of such Settlement Date, where ‘Treasury Rate’ means the yield per annum at the time of computation of U.S. Treasury securities with a constant maturity equal to the period from the Settlement Date to the Original Maturity Date as reported in the most recently available Federal Reserve Statistical Release H.15 (Selected Interest Rates) under the heading “U.S. government securities” (provided, however, that if such period is not equal to the constant maturity of U.S. Treasury securities for which a yield per annum is given, the Treasury Rate shall be obtained by linear interpolation from the yields per annum of U.S. Treasury securities having a constant maturity of the immediately shorter and longer periods); provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 7.1(b), Section 7.2, Section 7.3 or Section 11.1.

‘Settlement Date’ means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be repaid pursuant to Section 7.1(a), prepaid pursuant to Section 7.2 or Section 7.3 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), and had such right through the Original Maturity Date, and that the obligation to pay the Make-Whole Amount set forth herein is intended to provide compensation for the deprivation of such right under such circumstances. The right to receive the Make-Whole Amount upon any prepayment or acceleration is a material inducement to the Purchasers’ decision to enter into this Agreement.”

“‘Maturity Date’ is defined as August 1, 2022.”

“‘Original Maturity Date’ is defined as January 31, 2024.”

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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment as of the day and year first above written.

[Signature Page to Amendment to Mezzanine Note Agreement and Notes]

Exhibit 1.3

AMENDMENT TO MASTER LEASING AGREEMENT

THIS AMENDMENT TO MASTER LEASING AGREEMENT (this “Amendment”) is made as of June 14, 2022 (the “Amendment Effective Date”) by and between Apartment Income REIT, L.P., a Delaware limited partnership (formerly known as AIMCO Properties, L.P.) (“AIR”), and Aimco Development Company, LLC, a Delaware limited liability company (“DevCo”). AIR and DevCo may be referred to herein each individually as a “Party” and collectively as the “Parties”.

RECITALS

A. AIR and DevCo have entered into that certain Master Leasing Agreement, dated as of December 15, 2020, with respect to the leasing of certain real property, including the land and any improvements located thereon as further described therein (as amended from time to time, the “Master Leasing Agreement”).

B. AIR and DevCo desire to amend certain terms of the Master Leasing Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

(a) Section 1 of the Master Leasing Agreement is hereby amended to insert the following provisions in the appropriate alphabetical order:
 

“Acceptance Period”: As defined in Section 11(a)(iv).

“Acquisition Right”: As defined in Section 10(a).

“Exchange Designation”: As defined in Section 10(a).

“Exchange Transaction”: To the extent a ROFO Property is eligible for a like-kind exchange pursuant to Section 1031 of the Code (or a successor provision), a like-kind exchange pursuant to Section 1031 of the Code (or a successor provision), and, to the extent a ROFO Property is not eligible for a like-kind exchange under Section 1031 of the Code (or a successor provision), an exchange of such ROFO Property for a replacement property designated by DevCo.
 

“Exchange Property”: As defined in Section 10(a).

“Offer Period”: As defined in Section 11(a)(iii).

“Permitted Sale Period”: As defined in Section 11(a)(iv).

“Reinstated ROFO Property”: As defined in Section 10(a).

“Reinstated ROFO Property Notice”: As defined in Section 10(a).

“Reinstated ROFO Purchase Price”: An amount equal to one hundred one percent (101%) of the sum of (i) the contract price which DevCo paid to the third party seller of such Reinstated ROFO Property and, (ii) except as expressly provided herein, the amount of DevCo’s reasonable actual out-of-pocket costs and expenses incurred in connection with its acquisition of such Reinstated ROFO Property (including, without limitation, all costs relating to the negotiation of the contract to acquire such Reinstated ROFO Property, the inspection of and due diligence performed in connection with such Reinstated ROFO Property, and any third party broker fees and any other costs typically payable by a purchaser of real property), but expressly excluding all costs and expenses incurred in connection with the contemplated Exchange Transaction with respect to such Reinstated ROFO Property.

“Replacement Property”: As defined in Section 10(a).

“ROFO/Stabilized ROFO Closing”: As defined in Section 11(b).

“Stabilized ROFO”: As defined in Section 11(a).

“Stabilized ROFO Notice”: As defined in Section 11(a)(ii).

“Stabilized ROFO Offer”: As defined in Section 11(a)(iii).

“Stabilized ROFO Property”: Any real property owned by DevCo or any of its Subsidiaries (i) that was originally acquired by DevCo or its Subsidiaries after the Effective Date (ii) that had not achieved Stabilization as of such acquisition date but has subsequently achieved Stabilization and (iii) that DevCo or its applicable Subsidiary desires to directly or indirectly sell or otherwise transfer (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls such property) within twelve (12) months following the date on which Stabilization has been achieved.

(b) Section 10(a) of the Master Leasing Agreement is hereby amended to delete the second sentence thereof in its entirety and replace it with the following sentences in lieu thereof:

“No ROFO will apply to any such transfers in respect of any right, title or interest in, to or under, or any rights to acquire, (i) the Parkmerced Loan, (ii) the Parkmerced Option Agreement, (iii) any ownership interest in Parkmerced Investors, LLC, a Delaware limited liability company, (iv) the Seed Properties, (v) the Contributed Properties, (vi) any property that has not yet achieved Stabilization at the time of DevCo’s initial investment or (vii) any ROFO Property that has been designated by DevCo, in good faith, for use in connection with, or as part of, an Exchange Transaction (such designated ROFO Property, an “Exchange Property”). In addition, no ROFO will apply to the acquisition by DevCo or any of its Subsidiaries or affiliates of additional ownership interests in any real property (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls any such property) that is owned by DevCo or any of its Subsidiaries. In the event DevCo intends to acquire any ROFO Property that it intends to use as a replacement property in an Exchange Transaction (“Replacement Property”), DevCo will send AIR a ROFO Notice (as defined below) detailing the material terms of the intended acquisition of such ROFO Property (including the contract price and closing date) and the intent to identify such ROFO Property as a Replacement Property (an “Exchange Designation”). At any time that DevCo determines that the Exchange Property will not be used as Replacement Property, then such Exchange Property shall immediately cease to be an Exchange Property and

the ROFO will be reinstated in accordance with the terms hereof, and DevCo shall accordingly be required to notify AIR of such determination. In the event that DevCo and/or any of its Subsidiaries acquires the Exchange Property but does not complete a valid Exchange Transaction, then such Exchange Property shall immediately cease to be an Exchange Property and shall instead constitute a “Reinstated ROFO Property” and DevCo shall send written notice of such event to AIR, which notice shall detail the material terms of the Reinstated ROFO Property (including the prior contract price) (a “Reinstated ROFO Property Notice”). Upon receipt of the Reinstated ROFO Property Notice, AIR shall have thirty (30) days to notify DevCo in writing whether or not it intends to acquire the Reinstated ROFO Property from DevCo or its applicable Subsidiary in accordance with the terms and conditions set forth in this Agreement (an “Acquisition Right”). If AIR timely delivers a written notice to DevCo that it intends to exercise its Acquisition Right and proceed with the acquisition of the Reinstated ROFO Property, the Parties shall close on such acquisition pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A), and AIR shall pay to DevCo the Reinstated ROFO Purchase Price. The Parties shall apply the closing mechanics set forth in Section 10(b) of this Agreement as if the Reinstated ROFO Property were a ROFO Property, for such purposes.”

“11. Right of First Offer on Stabilized ROFO Properties.

(a) Exercise of Stabilized ROFO. So long as this Agreement is still in full force and effect, AIR shall have a right of first offer (a “Stabilized ROFO”) to acquire any Stabilized ROFO Property subject to the terms of this Section 11.

(i) Notwithstanding anything to the contrary contained herein, AIR’s ability to exercise the Stabilized ROFO shall at all times be subject and subordinate to any existing consent rights, purchase rights, rights of first offer or other similar rights held by third parties. In addition, the Stabilized ROFO shall not apply to any sale or other transfer, directly or indirectly, of such Stabilized ROFO Property in connection with any Excluded Transaction or in connection with the acquisition of additional ownership interests in any Stabilized ROFO Property (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls any such Stabilized ROFO Property) by DevCo or any of its Subsidiaries or affiliates.

(ii) If DevCo or its applicable Subsidiary desires to directly or indirectly sell or otherwise transfer (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls such property) any Stabilized ROFO Property within twelve (12) months following the date on which Stabilization has been achieved, DevCo shall send AIR a written notice (the “Stabilized ROFO Notice”) advising AIR of such intention.

(iii) Upon receipt of the Stabilized ROFO Notice, AIR will have thirty (30) days (the “Offer Period”) to deliver a written offer to DevCo (the “Stabilized ROFO Offer”) to purchase the Stabilized ROFO Property. The Stabilized ROFO Offer shall describe with reasonable particularity the material economic and business terms thereof, including the proposed purchase price for such Stabilized ROFO Property, and such other material information and terms as are reasonably necessary for DevCo to evaluate the proposed acquisition of such Stabilized ROFO Property and make an informed decision whether to accept or reject the Stabilized ROFO Offer.

(iv) In the event that AIR makes a Stabilized ROFO Offer, DevCo may accept or reject the Stabilized ROFO Offer, in its sole discretion, for a period of thirty (30) days from and after receipt of the Stabilized ROFO Offer (the “Acceptance Period”). In the event that DevCo does not accept the Stabilized ROFO Offer, for a period of one hundred and eighty (180) days following the earlier of its rejection of such Stabilized ROFO Offer or the expiration of the Acceptance Period without acceptance of such Stabilized ROFO Offer (such 180-day period, the “Permitted Sale Period”), DevCo may, subject to compliance with the terms of this Section 11(a), consummate the sale or other transfer of the Stabilized ROFO Property to a third-party at a price not lower than the price specified in the Stabilized ROFO Offer and on terms not more favorable to the third-party transferee than were contained in the Stabilized ROFO Offer.

(v) If, at the end of the Offer Period, AIR has not made an Stabilized ROFO Offer, DevCo may consummate the sale or other transfer of the Stabilized ROFO Property to a third-party at such price and upon such terms as DevCo shall deem appropriate.

(vi) If DevCo does not accept the Stabilized ROFO Offer, then promptly after any sale or transfer of the Stabilized ROFO Property by DevCo or its applicable Subsidiary to a third-party within the Permitted Sale Period, DevCo shall notify AIR of the consummation thereof and shall furnish such evidence of the completion of such sale and of the terms thereof as AIR may reasonably request. If DevCo does not accept the Stabilized ROFO Offer and DevCo or its applicable Subsidiary fail to consummate the sale of the Stabilized ROFO Property to a third-party within the Permitted Sale Period, then neither DevCo nor its applicable Subsidiary shall be permitted to sell or transfer such Stabilized ROFO Property within twelve (12) months following the date on which Stabilization has been achieved for such Stabilized ROFO Property without again fully complying with the provisions of this Section 11(a).

(vii) If AIR makes a Stabilized ROFO Offer and DevCo accepts such Stabilized ROFO Offer within such Acceptance Period, the parties shall proceed with the sale of the Stabilized ROFO Property and shall close on such sale pursuant to a purchase and sale agreement, which shall be based on the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Stabilized ROFO Property were a ROFO Property, for such purposes).
 

(b) ROFO/Stabilized ROFO Tax Allocation. In each event in which AIR exercises a ROFO or a Stabilized ROFO and proceeds to the acquisition of the subject ROFO Property or Stabilized ROFO Property (each, a “ROFO/Stabilized ROFO Closing”), as applicable, AIR shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the applicable ROFO Property or Stabilized ROFO Property related to the applicable ROFO/Stabilized ROFO Closing assessed for and first becoming a lien during the calendar year in which such ROFO/Stabilized ROFO Closing occurs (the “Current Year Taxes”) as shall be allocable to AIR by proration (based upon the number of days in such calendar year on and after such date of the ROFO/Stabilized ROFO Closing). DevCo shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the applicable ROFO/Stabilized ROFO Closing and (ii) so much of the Current Year Taxes as shall be allocable to DevCo (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the applicable ROFO/Stabilized ROFO Closing). Any Taxes which are payable in the calendar year in which a ROFO/Stabilized ROFO Closing occurs but are

not due and payable at the time of such ROFO/Stabilized ROFO Closing and the portion of the Current Year Taxes not assumed by AIR hereunder shall be credited to AIR through a credit against the applicable purchase price at such ROFO/Stabilized ROFO Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to any ROFO Property or Stabilized ROFO Property related to the applicable ROFO/Stabilized ROFO Closing have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the subject property shall be used for the purposes of making the adjustments at such ROFO/Stabilized ROFO Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax bill. Notwithstanding any of the foregoing to the contrary, DevCo shall have the right to prosecute (with AIR’s reasonable cooperation after the applicable ROFO/Stabilized ROFO Closing, at no expense or liability to AIR) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the subject ROFO Property or Stabilized ROFO Property for tax periods prior to the tax period that includes the applicable date of the ROFO/Stabilized ROFO Closing, provided such recovery action will not result in a deferral of taxes or reassessment against the subject properties that negatively affects AIR.”

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IN WITNESS HEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.

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