Second Amendment to Credit Agreement among AMLI Residential Properties, L.P., AMLI Properties Trust, and Lenders

Summary

This amendment updates the terms of a credit agreement originally made between AMLI Residential Properties, L.P. (the borrower), AMLI Properties Trust (the general partner), JPMorgan Chase Bank (as administrative agent), and several lenders. The changes include adjustments to financial definitions, coverage ratios, and notice requirements. The amendment is effective once certain conditions are met, such as the absence of defaults and execution by all required parties. All other terms of the original credit agreement remain in effect.

EX-10.19(C) 9 e_1019c.txt EXHIBIT 10.19(c) - ---------------- SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this "Amendment") is made as of this 29th day of December, 2004 by and among AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware limited partnership ("Borrower"), AMLI PROPERTIES TRUST a Maryland real estate investment Trust ("General Partner"), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA, (main office Chicago Illinois)) as a lender and not individually, but as "Administrative Agent," and the Lenders identified on the signature pages to this Amendment. RECITALS -------- A. Borrower, General Partner, Administrative Agent, and the Lenders are parties to a Credit Agreement dated as of May 19,2003, as amended by Amendment Regarding Increase ("First Amendment") dated as of November 3,2003 (collectively, the "Credit Agreement"). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. B. Pursuant to the terms of the Credit Agreement, the Lenders made available a credit facility in the initial amount of $200,000,000, which was increased to $240,000,000 by the terms of the First Amendment. C. Borrower has requested a change in certain terms contained in the Credit Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENTS ---------- 1. The foregoing recitals to this Amendment are incorporated into and made a part of this Amendment. 2. Section 1.1 of the Credit Agreement is hereby amended by adding the following definition: "Applicable Cap Rate" means 8.15%. 3. The references to "8.75%" in the definitions of Development Property Valuation, Total Asset Value, Unencumbered Asset Value, and Value of Investment Affiliates is hereby changed to "the Applicable Cap Rate". 4. Section 6.10 of the Credit Agreement is hereby amended to add the following sentence immediately prior to the final sentence of said section: "Notwithstanding the foregoing, for fiscal year 2004 only, the percentage set forth in the preceding sentence shall be increased from 95% to 100%." 5. Section 6.24.4 (Fixed Charge Coverage) of the Credit Agreement is hereby amended to delete the reference to "1.75" contained therein and to insert "1.60" in lieu thereof. 1 6. Section 13.1 of the Credit Agreement is hereby amended to require that a copy of notices sent to Borrower or General Partner also be sent to the attention of its legal department at the same address or facsimile number as set forth for Borrower and General Partner. 7. The "Effective Date" shall be the date on which all the following conditions shall have been fulfilled: (a) No Unmatured Default or Default then exists. (b) This Amendment shall have been executed by Borrower, Administrative Agent, and the Required Lenders. (c) The representations and warranties set forth in Paragraph 5 shall be true and correct as of such date. (d) Borrower shall have paid to Administrative Agent for the account of the Lenders all fees due to Lenders in connection with this Amendment. 8. Borrower hereby represents and warrants that: (a) no Unmatured Default or Default exists under the Loan Documents; (b) the Loan Documents are in full force and effect and Borrower has no defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents; (c) no changes have been made to the organizational documents of the Borrower since the date of the Credit Agreement unless such changes have been previously provided to Administrative Agent; (d) there has been no material adverse change in the financial condition of Borrower since December 31, 2003; (e) Borrower has full power and authority to execute this Amendment and no consents are required for such execution other than any consents which have already been obtained; and (f) the representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof, except to the extent that by their express terms they relate to an earlier date. 9. The Borrower agrees to reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including legal fees and expenses) incurred in connection with the preparation, negotiation and consummation of this Amendment. 10. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the "Credit Agreement" or the "Revolving Credit Agreement" henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment. 11. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks. 2 IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written. AMLI RESIDENTIAL PROPERTIES, L.P. By: AMLI RESIDENTIAL PROPERTIES TRUST Its: General Partner By: /s/ Andrew J. Bruce ------------------------------ Andrew J. Bruce Title: Vice President ------------------------------ Name: Andrew J. Bruce Address for notices: ------------------- 125 South Wacker Suite 3100 Chicago, Illinois 60606 Attention: Robert J. Chapman Telephone: (312) 443-1477 FAX: (312) 443-0909 AMLI RESIDENTIAL PROPERTIES TRUST By: /s/ Andrew J. Bruce ------------------------------ Title: Vice President ------------------------------ Address for notices: ------------------- 125 South Wacker Suite 3100 Chicago, Illinois 60606 Attention: Robert J. Chapman Telephone: (312) 443-1477 FAX: (312) 443-0909 S-1 JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA, main office Chicago) Individually and as LC Issuer, Swing Line Lender and Administrative Agent By: /s/ Scott Sigmund ------------------------------ Name: Scott Sigmund ------------------------------ Title: Associate Director ------------------------------ Address for notices: ------------------- 1 Bank One Plaza Large Corporate Real Estate Chicago, Illinois 60670 Attention: Scott W. Sigmund Telephone: (312) 325-3133 FAX: (312) 325-3122 S-2 COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES, Individually and as Co-Documentation Agent By: /s/ Christian Berry ------------------------------ Name: Christian Berry ------------------------------ Title: Vice President ------------------------------ By: /s/ Douglas Traynor ------------------------------ Name: Douglas Traynor ------------------------------ Title: Senior Vice President ------------------------------ Address for notices: ------------------- 2 World Financial Center New York, New York 10281 Attention: Christian Berry Telephone: (212) 266-7583 FAX: (212) 266-7565 S-3 HARRIS TRUST AND SAVINGS BANK, Individually and as Co-Documentation Agent By: /s/ Dennis W. Rourke ------------------------------ Name: Dennis W. Rourke ------------------------------ Title: Director ------------------------------ Address for notices: ------------------- 111 West Monroe Street 10th Floor West Chicago, Illinois 60603 Attention: Dennis Rourke Telephone: 312 ###-###-#### FAX: 312 ###-###-#### S-4 PNC BANK, NATIONAL ASSOCIATION, Individually and as Co-Documentation Agent By: /s/ Zachary K. Ellis ------------------------------ Name: Zachary K. Ellis ------------------------------ Title: Assistant Vice President ------------------------------ Address for notices: ------------------- One PNC Plaza 249 Fifth Avenue Mail Stop P1-POPP-19-2 Pittsburgh, PA 15222 Attention: Zachary Ellis Telephone: 412 ###-###-#### FAX: 412 ###-###-#### S-5 KEYBANK NATIONAL ASSOCIATION By: /s/ Kevin P. Murray ------------------------------ Kevin P. Murray Name: Kevin P. Murray ------------------------------ Title: Vice President ------------------------------ Address for notices: ------------------- 127 Public Square, 8th Floor Cleveland, OH 44114 Attention: Kevin Murray Telephone: (216) 689-4660 FAX: (216) 689-4997 with a copy to: KeyBank National Association 127 Public Square Cleveland, Ohio 44114 Attention: Lynn Vantaggi Telephone: (216) 689-5694 FAX: (216 ###-###-#### S-6 SOUTHTRUST BANK By: /s/ Cynthia Bean ------------------------------ Name: Cynthia Bean ------------------------------ Title: Vice President ------------------------------ Address for notices: ------------------- Wachovia 301 South College Street 16th Floor Charlotte, NC ###-###-#### Attention: Brian Rudisill Telephone: (704) 383-9987 FAX: (704 ###-###-#### S-7 COMERICA BANK By: /s/ Leslie A. Vogel ------------------------------ Name: Leslie A. Vogel ------------------------------ Title: Vice President ------------------------------ Address for notices: ------------------- 500 Woodward Avenue 7th Floor Detroit, Michigan ###-###-#### Attention: Leslie A. Vogel Telephone: 313 ###-###-#### FAX: 313 ###-###-#### S-8 WELLS FARGO BANK, N.A. By: /s/ Vipul Patel ------------------------------ Name: Vipul Patel ------------------------------ Title: Vice President ------------------------------ Address for notices: ------------------- 123 North Wacker Drive Suite 1900 Chicago, Illinois 60606 Attention: Vipul Patel Phone: (312) 269-4830 Facsimile: (312) 782-0969 S-9 CONSENT OF GUARANTORS The undersigned are each a party to one or more Guaranties (collectively, the "Guaranty") relating to the obligations of the Borrower set forth in the Credit Agreement described in the foregoing Amendment. The undersigned hereby consent to the terms of the foregoing Amendment and confirm that their obligations remain in full force and effect, and that any references in the Guaranty to the Credit Agreement refer to the Credit Agreement as amended by the foregoing Amendment. The undersigned have no defenses or offsets to, or claims or counterclaims relating to, their obligations under the Guaranty. GUARANTORS: AMLI RESIDENTIAL PROPERTIES TRUST By: /s/ Charlotte Sparrow ------------------------------ Name: Charlotte Sparrow ------------------------------ Title: Vice President ------------------------------ AMLI MANAGEMENT COMPANY By: /s/ Charlotte Sparrow ------------------------------ Title: Vice President ------------------------------ AMLI RESIDENTIAL CONSTRUCTION LLC By: /s/ Charlotte Sparrow ------------------------------ Title: Vice President ------------------------------