EX-10.2 FIRST AMENDMENT TO CREDIT AGREEMENT



 





EXHIBIT 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of the 2nd day
of June, 2006, among COLONIAL REALTY LIMITED PARTNERSHIP (“Borrower”), COLONIAL PROPERTIES TRUST,
an Alabama Trust (the “Guarantor”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
(the “Agent”), BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent, CITICORP NORTH AMERICA, INC., as Co-Documentation Agent, AMSOUTH BANK,
as Co-Documentation Agent, PNC BANK, NATIONAL ASSOCIATION, as Co-Senior Managing Agent, and U.S.
BANK NATIONAL ASSOCIATION, as Co-Senior Managing Agent, and the lenders a party hereto
(collectively, the “Lenders”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Agent and the Lenders executed and delivered that certain Credit
Agreement, dated as of March 22, 2005 (the “Credit Agreement”);



     WHEREAS, the Borrower has requested, and the Agent and the Lenders have agreed to, certain
amendments to the Credit Agreement, subject to the terms and conditions hereof;



     NOW, THEREFORE, for and in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto,
the Borrower, the Guarantor, the Agent and the Lenders hereby covenant and agree as follows:



     1. Definitions. Unless otherwise specifically defined herein, each term used herein
which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended
hereby.



     2. Modification of the Credit Agreement. The Borrower, the Agent and the Lenders do
hereby modify and amend the Credit Agreement as follows:



          (a) By deleting from the definition of Capitalization Rate in Section 1.1 of the Credit
Agreement the words “8.75% for office Properties” and inserting in lieu thereof the following:
“8.50% for office Properties”



          (b) By deleting in its entirety Section 9.1(b) of the Credit Agreement, and inserting in lieu
thereof the following: “Intentionally omitted;”;



 









 





          (c) By deleting in its entirety Section 9.1(c) of the Credit Agreement, and inserting in lieu
thereof the following:




               “(c) the Fixed Charge Coverage Ratio to be less than 1.50:1.00
at any time;”



          (d) By deleting in its entirety Section 9.1(e) of the Credit Agreement, and inserting in lieu
thereof the following: “Intentionally omitted;”;



          (e) By deleting in its entirety Section 9.3(a) of the Credit Agreement, and inserting in lieu
thereof the following:




               “(a) except as set forth below, there shall be no limitation on
Investments in Unimproved Land;”



          (f) By deleting in its entirety Section 9.3(b) of the Credit Agreement, and inserting in lieu
thereof the following:




               “(b) except as set forth below, there shall be no limitation on
Investments in Mortgage Receivables;”



          (g) By deleting in its entirety Section 9.3(c) of the Credit Agreement, and inserting in lieu
thereof the following:




               “(c) except as set forth below, there shall be no limitation on
Investments in Unconsolidated Affiliates; and”.



     3. Restatement of Representations and Warranties. The Borrower and Guarantor hereby
restate and renew each and every representation and warranty heretofore made by them in the Credit
Agreement and the other Loan Documents as fully as if made on the date hereof (except to the extent
such representations and warranties expressly relate to an earlier date) and with specific
reference to this First Amendment and all other loan documents executed and/or delivered in
connection herewith.



     4. References to Credit Agreement. All references in the Loan Documents to the Credit
Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.



     5. Acknowledgment of the Borrower and Guarantor. The Borrower and Guarantor hereby
acknowledge, represent and agree that the Loan Documents, as modified and amended herein, remain in
full force and effect and constitute the valid and legally binding obligation of the Borrower and
Guarantor enforceable against the Borrower and Guarantor in accordance with their respective terms,
and that the execution and delivery of this First Amendment does not constitute, and shall not be
deemed to constitute, a release, waiver or satisfaction of the Borrower’s or Guarantor’s
obligations under the Loan Documents.



     6. No Default. By execution hereof, the Borrower and Guarantor certify that each of
them is and will be in compliance with all covenants under the Loan Documents after the execution
and delivery of this First Amendment, and that no Default or Event of Default has occurred and is
continuing.



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     7. Waiver of Claims. The Borrower and Guarantor acknowledge, represent and agree that
none of the Borrower or Guarantor has any defenses, setoffs, claims, counterclaims or causes of
action of any kind or nature whatsoever with respect to the Loan Documents, the administration or
funding of the Loan or with respect to any acts or omissions of the Agent or any Lender, or any
past or present officers, agents or employees of the Agent or any Lender, and the Borrower and each
Guarantor does hereby expressly waive, release and relinquish any and all such defenses, setoffs,
claims, counterclaims and causes of action, if any.



     8. Ratification. Except as hereinabove set forth, all terms, covenants and provisions
of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do
hereby expressly ratify and confirm the Loan Documents and the Credit Agreement as modified and
amended herein. Nothing in this First Amendment shall be deemed or construed to constitute, and
there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment
or substitution of the indebtedness evidenced by the Notes or the other obligations of the Borrower
and Guarantor under the Loan Documents.



     9. Counterparts. This First Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered (which may be by telecopier pursuant to Section 13 below) shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same
instrument.



     10. Section References. Section titles and references used in this First Amendment
shall be without substantive meaning or content of any kind whatsoever and are not a part of the
agreements among the parties hereto evidenced hereby.



     11. Further Assurances. The Borrower and Guarantor agree to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the amendments herein
contained.



     12. Governing Law. This First Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.



     13. Conditions Precedent. This First Amendment shall become effective only upon (i)
execution hereof by the Agent, and (ii) execution and return to counsel for the Agent at the
telecopier number set forth below of a copy hereof by the Borrower, the Guarantor and the Requisite
Lenders. Executed copies hereof shall be sent by facsimile to counsel for the Agent, McKenna Long
& Aldridge, LLP, Attention: William F. Timmons, at Telecopier number 404-527-4198, Confirmation
number 404-527-8380.



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	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	COLONIAL REALTY LIMITED PARTNERSHIP, a
	 	 	Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	 Colonial Properties Trust, an Alabama Trust, its
	 	 	 	 	General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jerry A. Brewer
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry A. Brewer
	 

	 	 	 	Title:
	 	 Senior Vice President
	 
	 	 	 	 	 	 
	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	COLONIAL PROPERTIES TRUST, an Alabama Trust
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jerry A. Brewer
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Jerry A. Brewer
	 

	 	 	 	Title:
	 	Senior Vice President






[Signatures Continued on Next Page]




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[Signature Page to First Amendment to Credit Agreement with Colonial Realty Limited Partnership]




	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as
	 	 	Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Amit V. Khimji
	 

	 	 	 	 
	 

	 	Name:
	 	Amit V. Khimji
	 

	 	Title:
	 	 Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA,
N.A., as Syndication Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven P. Renwick
	 

	 	 	 	 
	 

	 	Name:
	 	Steven P. Renwick
	 

	 	Title:
	 	 Senior Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John S. Misiura
	 

	 	 	 	 
	 

	 	Name:
	 	John S. Misiura
	 

	 	Title:
	 	 Senior Vice President
	 
	 	 	 	 
	 	 	CITICORP NORTH
AMERICA, INC., as Co-Documentation 

Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Niraj R. Shah
	 

	 	 	 	 
	 

	 	Name:
	 	Niraj R. Shah
	

	 	Title:
	 	Vice President






[Signatures Continued On Next Page]




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[Signature Page to First Amendment to Credit Agreement with Colonial Realty Limited Partnership]




	 	 	 	 	 
	 	 	AMSOUTH BANK, as Co-Documentation Agent and as a
	 	 	Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kerri Raines
	 

	 	 	 	 
	 

	 	Name:
	 	Kerri Raines
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	as Co-Senior Managing Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Wayne P. Robertson
	 

	 	 	 	 
	 

	 	Name:
	 	Wayne P. Robertson
	 

	 	Title:
	 	 Senior Vice President
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Co-Senior Managing Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	UBS LOAN FINANCE LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow
	 

	 	 	 	 
	 

	 	Name:
	 	Ricahrd L. Tavrow
	 

	 	Title:
	 	Director, Banking Products Services, US
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Iria R. Otsa
	 

	 	 	 	 
	 

	 	Name:
	 	Iria R. Otsa
	 

	 	Title:
	 	Assoc. Director, Banking Products Services, US






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[Signature Page to First Amendment to Credit Agreement with Colonial Realty Limited Partnership]




	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Casey L. Ostrander
	 

	 	 	 	 
	 

	 	Name:
	 	Casey L. Ostrander
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	AIB DEBT MANAGEMENT LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony O’Reilly
	 

	 	 	 	 
	 

	 	Name:
	 	Anthony O’Reilly
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Germaine Reusch
	 

	 	 	 	 
	 

	 	Name:
	 	Germaine Reusch
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	PEOPLE’S BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anne Kuchinski
	 

	 	 	 	 
	 

	 	Name:
	 	Anne Kuchinski
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Susan M. Tate
	 

	 	 	 	 
	 

	 	Name:
	 	Susan M. Tate
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	COMPASS BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Johanna Duke Paley
	 

	 	 	 	 
	 

	 	Name:
	 	Johanna Duke Paley
	 

	 	Title:
	 	Senior Vice President






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[Signature Page to First Amendment to Credit Agreement with Colonial Realty Limited Partnership]




	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim C.Y. Chen
	 

	 	 	 	 
	 

	 	Name:
	 	Jim C.Y. Chen
	 

	 	Title:
	 	Vice President & General Manager
	 
	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Searson
	 

	 	 	 	 
	 

	 	Name:
	 	Robert M. Searson
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	BANK OF CHINA, NEW YORK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Xiaoiing Li
	 

	 	 	 	 
	 

	 	Name:
	 	Xiaoiing Li
	 

	 	Title:
	 	General Manager
	 
	 	 	 	 
	 	 	BANK HAPOALIM B.M.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Shaun Breidbart
	 

	 	 	 	 
	 

	 	Name:
	 	Shaun Breidbart
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Charles McLaughlin
	 

	 	 	 	 
	 

	 	Name:
	 	Charles McLaughlin
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE BANK
	 	 	OF IRELAND
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Noelle McGrath
	 

	 	 	 	 
	 

	 	Name:
	 	Noelle McGrath
	 

	 	Title:
	 	Authorised Signatory
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carla Ryan
	 

	 	 	 	 
	 

	 	Name:
	 	Carla Ryan
	 

	 	Title:
	 	Authorised Signatory






[Signatures Continued on Next Page]




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[Signature Page to First Amendment to Credit Agreement with Colonial Realty Limited Partnership]




	 	 	 	 	 
	 	 	UNITED OVERSEAS BANK LIMITED, NEW YORK
	 	 	AGENCY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kwong Yew Wong
	 

	 	 	 	 
	 

	 	Name:
	 	Wong, Kwong Yew
	 

	 	Title:
	 	FVP & General Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mario Sheng
	 

	 	 	 	 
	 

	 	Name:
	 	Mario Sheng
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LIMITED
	 	 	(successor by merger to UFJ BANK LIMITED)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yoichi Orikasa
	 

	 	 	 	 
	 

	 	Name:
	 	Yoichi Orikasa
	 

	 	Title:
	 	Vice President & Manager
	 
	 	 	 	 
	 	 	FIRST COMMERCIAL BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bruce M.J. Ju
	 

	 	 	 	 
	 

	 	Name:
	 	Bruce M.J. Ju
	 

	 	Title:
	 	Vice President & General Manager
	 
	 	 	 	 
	 	 	FIRST HORIZON BANK, a division of FIRST
	 	 	TENNESSEE BANK, NA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth W. Rub
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth W. Rub
	 

	 	Title:
	 	Vice President







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