EXHIBIT 10.19(c)
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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
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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
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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/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Title: Vice President
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Name: Xxxxxx X. Xxxxx
Address for notices:
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000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
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Address for notices:
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000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
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/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Associate Director
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Address for notices:
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1 Bank One Plaza
Large Corporate Real Estate
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
S-2
COMMERZBANK AG NEW YORK AND
GRAND CAYMAN BRANCHES,
Individually and as Co-Documentation Agent
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
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Title: Vice President
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By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Senior Vice President
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Address for notices:
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2 World Financial Center
New York, New York 10281
Attention: Xxxxxxxxx Xxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
S-3
XXXXXX TRUST AND SAVINGS BANK,
Individually and as Co-Documentation Agent
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Director
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Address for notices:
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000 Xxxx Xxxxxx Xxxxxx
00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000-000-0000
FAX: 000-000-0000
S-4
PNC BANK, NATIONAL ASSOCIATION,
Individually and as Co-Documentation Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Assistant Vice President
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Address for notices:
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One PNC Plaza
000 Xxxxx Xxxxxx
Mail Stop P1-XXXX-19-2
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone: 000-000-0000
FAX: 000-000-0000
S-5
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
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Title: Vice President
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Address for notices:
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000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
with a copy to:
KeyBank National Association
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
FAX: (000)000-0000
S-6
SOUTHTRUST BANK
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Vice President
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Address for notices:
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Wachovia
000 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
FAX: (000)000-0000
S-7
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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Address for notices:
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000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telephone: 000-000-0000
FAX: 000-000-0000
S-8
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President
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Address for notices:
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000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
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/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
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Title: Vice President
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AMLI MANAGEMENT COMPANY
By: /s/ Xxxxxxxxx Xxxxxxx
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Title: Vice President
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AMLI RESIDENTIAL CONSTRUCTION LLC
By: /s/ Xxxxxxxxx Xxxxxxx
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Title: Vice President
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