REVOLVING PROMISSORY NOTE
$ 15,000,000.00 Denver, Colorado April 7, 2000
FOR VALUE RECEIVED, the undersigned ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Borrower"), and COMMUNITY SAVANNA CLUB JOINT VENTURE, and
AIOP LOST DUTCHMAN NOTES, LLC (each, a "Co-Maker") hereby promise to pay to the order of U. S.
BANK NATIONAL ASSOCIATION ("Bank") at 918 Seventeenth Street, Fifth Floor, Denver, Colorado
80202, or at such other place as Bank may, from time to time designate in writing, the principal sum of FIFTEEN
MILLION AND NO/100THS DOLLARS ($15,000,000.00), or so much of that sum as may be advanced
under this Note by the Bank, with principal and interest thereon payable as specified in this Note. Capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the Line of Credit Agreement
1. Principal and Interest. Interest shall accrue on the Loan from and after the date of disbursement
("Disbursement Date") at an annual rate equal to the Reference Rate (the "Interest Rate"). The Interest Rate shall
be adjusted on a daily basis as and when such Reference Rate changes, shall be payable as set forth below, and
shall be calculated on the actual days outstanding over a 360 day year.
2. Reference Rate Definition. "Reference Rate" means the rate determined and announced by the Bank from time
to time as the Bank's Reference Rate of interest. The Bank may lend to customers at rates that are at, above, or
below the Reference Rate.
3. Payment and Maturity Dates. Principal and interest shall be payable as follows:
(a) in arrears, on the first (1st) day of the month following the date hereof, and on the first (1st) day of each
month thereafter until this Note matures, payments of interest only accruing on the outstanding principal balance;
(b) on May 31, 2001 (the "Maturity Date"), subject to the Borrower's right to extend set forth in the Line of
Credit Agreement, the entire unpaid principal amount and any interest