Amendment to Credit Agreement Among AMLI/Residential Properties L.P., AMLI Residential Properties Trust, Bank One, Wells Fargo, and SouthTrust Bank (November 3, 2003)

Summary

This amendment updates a previous credit agreement between AMLI/Residential Properties L.P., its general partner AMLI Residential Properties Trust, Bank One (as agent), Wells Fargo Bank, and SouthTrust Bank. The amendment increases the total available credit from $200 million to $240 million, adds Wells Fargo as a new lender, and increases SouthTrust Bank’s commitment. The agreement confirms that all other terms of the original credit agreement remain in effect and that there are no current defaults. The changes are effective as of November 3, 2003.

EX-10.19(B) 3 exh_1019.txt EXHIBIT 10.19(b) - ---------------- AMENDMENT REGARDING INCREASE This Amendment to Credit Agreement (the "Agreement") is made as of November 3, 2003, by and among AMLI/Residential Properties. L.P. (the "Borrower"), AMLI Residential Properties Trust ("General Partner"), Bank One, NA, individually and as "Agent," Wells Fargo Bank, N.A., and or more existing "Lenders" shown on the signature pages hereof. RECITALS A. Borrower, General Partner, Agent and certain other Lenders have entered into an Agreement dated as of May 19, 2003 (as amended, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement. B. Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide Borrower with a revolving credit facility in an aggregate principal amount of up to $200,000,000. The Borrower, General Partner, the Agent and the Lender now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $240,000,000; and (ii) admit Wells Fargo Bank, N.A. as a "Lender" under 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 hereby are incorporated into and made part of this Amendment. 2. From and after November 3, 2003 (the "Effective Date") (i) Wells Fargo Bank, N.A. ("Wells Fargo") shall be considered as a "Lender" under the Credit Agreement and the Loan Documents with a Commitment as set forth on its signature page hereto, and (ii) SouthTrust Bank shall be deemed to have increased its Commitment to the amount shown next to its signature on the signature pages of this Amendment. The Borrower shall, on or before the Effective Date, execute and deliver to Wells Fargo a Note to evidence the Loans to be made by such Lender. 3. From and after the Effective Date, the Aggregate Commitment shall equal Two Hundred Forty Million Dollars ($240,000,000). 4. For purposes of Section 13.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for Wells Fargo shall be as specified below its signature on the signature pages of this Amendment. 5. The Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Unmatured Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of such date and the Borrower has no offsets or claims against any of the Lenders. 6. As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect. 7. 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. 1 IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. AMLI RESIDENTIAL PROPERTIES, L.P. By: AMLI RESIDENTIAL PROPERTIES TRUST Its: General Partner By: /s/ Andrew J. Bruce ------------------------------ Name: 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 AMLI RESIDENTIAL PROPERTIES TRUST By: /s/ Robert Chapman ------------------------------ Name: Robert Chapman Title:CFO Address for notices: ------------------- 125 South Wacker Suite 3100 Chicago, Illinois 60606 Attention: Robert J. Chapman Telephone: (312) 443-1477 FAX: (312) 443-0909 BANK ONE, NA, Individually and as Agent By: /s/ Scott Sigmund ------------------------------ Name: Scott Sigmund Title:Associate Address for notices: ------------------- 1 Bank One Plaza Chicago, Illinois 60670 Attention: Scott Sigmund Telephone: (312) 325-3133 FAX: (312) 325-3122 2 WELLS FARGO BANK, N.A. By: /s/ Vipul Patel ------------------------------ Name: Vipul Patel Title:SVP Address for notices: ------------------- 123 North Wacker Drive Suite 1900 Chicago, Illinois 60606 Attention: Vipul Patel Telephone: (312) 269-4830 FAX: (312) 782-0969 Amount of Commitment: $35,000,000 SOUTHTRUST BANK By: /s/ J.R. Miller ------------------------------ Name: J.R. Miller Title:Vice President Address for notices: ------------------- 600 West Peachtree Suite 2600 Atlanta, Georgia 30308 Mail Code B-024-PT-0037 Attention: Jim Miller Telephone: (404) 532-5259 FAX: (404) 532-85280 Amount of Commitment: $30,000,000 3