hme10k2008ex10-46.htm


    Exhibit
10.46

       

      


      


      September
25, 2007

      


      


      Home
Properties, L.P.

      850
Clinton Square

      Rochester,
New York 14604

      


      Attention:
Gerald B. Korn, Vice President

      


      Re:
Amendment No. 5 of Credit Agreement (as defined below)

      


      Dear
Jerry:

      


      Home Properties, L.P. (the “Borrower”)
has requested a further amendment to the Credit Agreement, dated as of August
23, 1999 (“1999 Credit Agreement”), among Home Properties, L.P. (the
“Borrower”), the Lenders party thereto, Manufacturers and Traders Trust Company,
as Administrative Agent (in such capacity, the “Administrative Agent”) for each
of the lenders (the “Lenders”), as amended by Amendment No. 1 to Credit
Agreement, dated as of September 6, 2000, (“Amendment No. 1”), Amendment No. 2
to Credit Agreement, dated as of September 1, 2002 (“Amendment No. 2”),
Amendment No. 3 to Credit Agreement, dated as of April 1, 2004 (“Amendment No.
3”), and Amendment No. 4 to Credit Agreement, dated September 8, 2005
(“Amendment No. 4”).  The 1999 Credit Agreement as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and as hereby
amended (“Amendment No. 5”) and as from time to time further amended,
supplemented, modified, replaced or restated is hereinafter referred to as the
“Credit Agreement.”  Amendments made by Amendment No. 1, Amendment No.
2, Amendment No. 3 and Amendment No. 4 are hereinafter restated with any further
modification or amendments made by this Amendment No. 5.

      


      In consideration of any prior extension
of credit by the Lenders to Borrower, and/or in consideration of the Lenders
having entered into the Credit Agreement with Borrower, and in consideration of
the mutual promises set forth below, Borrower, Administrative Agent and the
Lenders hereby agree this Amendment No. 5 shall be effective on the later of
September 25, 2007 or the first date that the following conditions have been
satisfied (the "Effective Date"):

      


                     
a.           The
Administrative Agent shall have received a fully executed counterpart of this
Amendment No. 5 from the Lenders, the Borrower and Home Properties, Inc. (the
“Company”); and

      


      b.           The
Administrative Agent shall have received payment in immediately available funds
of any and all fees agreed to between the Borrower and the Administrative Agent
and all out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this Amendment No.
5 and related documents.

      


                 Borrower,
Administrative Agent and the Lenders hereby further agree, subject to the terms
and conditions set forth herein, that the Credit Agreement is hereby amended as
set forth below:

      


                   
  a.           Section
1.01 of the Credit Agreement is hereby amended to amend and restate the
definition of "Total Property Value" to read as follows:

      


      "Total Property Value" means, as of
any date, the sum of (i) with respect to all Eligible Projects which have been
owned by the Borrower for not less than four full consecutive calendar quarters,
as of the first day of each fiscal quarter for the immediately preceding
consecutive four calendar quarters, an amount equal to Adjusted NOI relating to
such Eligible Project for such period divided by an annual interest rate equal
to 7.25% and (ii) with respect to all Eligible Projects which have been owned by
the Borrower for less than four full consecutive calendar quarters, an amount
equal to the cost of acquiring such Eligible Projects less reasonable and
customary transaction costs incurred in connection with such
acquisition.

      


                                      
b.           Section 1.01
of the Credit Agreement is further amended to insert the following new
definition:

      


      "Total Unencumbered Value" means, as
of any measurement date, the sum of (i) with respect to all Unencumbered
Eligible Projects which have been owned by the Borrower, as of the measurement
date, for not less than four (4) full consecutive calendar quarters, an amount
equal to Adjusted NOI for such Unencumbered Eligible Project for the immediately
preceding four (4) consecutive calendar quarters as of the measurement date,
divided by 7.25%; (ii) with respect to all Unencumbered Eligible Projects which
have been owned by the Borrower for less than four (4) full consecutive calendar
quarters as of the measurement date, an amount equal to the cost of acquiring
such Unencumbered Eligible Projects less reasonable and customary transaction
costs incurred in connection with such acquisition and (iii) an amount equal to
75% of Book Value of undeveloped land and Projects on which construction is in
progress, up to a maximum of 10% of Total Unencumbered Value before including
the amount of Total Unencumbered Value derived from this clause
(iii).  The sum of (i) and (ii) shall never fall below
$100,000,000.

      


                 Except
as hereby specifically amended, modified, waived or supplemented, the Credit
Agreement and all other Loan Documents are hereby confirmed and ratified in all
respects and shall remain in full force and effect according to their respective
terms.

      


                 This
Amendment No. 5 may be executed in any number of counterparts, each of which
shall be deemed an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the same
instrument.

      


      The Company, by its execution and
delivery hereof (a) consents and agrees to the amendments to the Credit
Agreement set forth herein and (b) reaffirms its obligations set forth in the
Guaranty.

      


                 The
Borrower, the Lenders, the Administrative Agent and the Company are in agreement
with this extension, and have indicated that agreement by signing
below.  Please return a copy of this letter with an original signature
to the undersigned.

      


      Very truly yours,

      


      


      /s/ Lisa A. Plescia

      Lisa A. Plescia

      Vice President

       

      
        
 



      The
parties to the Credit Agreement agree to the

      above
amendment upon the Effective Date.

      


      Dated:  As
of September 25, 2007

      


      


      HOME PROPERTIES, L.P.

      By:  Home Properties,
Inc.,

              its
General Partner

      


      By:           /s/
Gerald B. Korn

      Name:      Gerald
B. Korn

      Title:        Vice
President

      


      


      MANUFACTURERS AND TRADERS

        TRUST COMPANY, as Lender
and as

         Administrative
Agent

      


      By:           /s/
Lisa A. Plescia

      Name:      Lisa
A. Plescia

      Title:        Vice
President

      


      


      


      [Signature
page of other Lenders on next page.]

      


      



      


      CITIZENS BANK OF RHODE
ISLAND

      


      By:           /s/
Michael Kauffman

      Name:      Michael
Kauffman

      Title:        Vice
President

      


      


      CHEVY CHASE BANK, FSB

      


      By:           /s/
Sadhvi K. Subramanian

      Name:      Sadhvi
K. Subramanian

      Title:        Vice
President

      


      


      COMERICA BANK

      


      By:           /s/
James G. Graycheck

      Name:      James
G. Graycheck

      Title:        Vice
President

       

      



      


      The undersigned by its execution and
delivery hereof (a) consents and agrees to the Amendment No. 5 herein and (ii)
ratifies and reaffirms its obligations set forth in the Guaranty, (iii)
acknowledges and agrees that the Guaranty is, and shall continue to be, in full
force and (iv), except that, on and after the Amendment Effective Date, each
reference in the Guaranty to "the Credit Agreement", "thereunder", "thereof",
"therein" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement, as amended and otherwise modified by
Amendment No. 5.  This Consent shall be governed by, and construed in
accordance with, the laws of the State of New York.

      


      


      Home Properties, Inc.

      


      By:          /s/
Gerald
B. Korn                                                                 

      Name:     Gerald B.
Korn

      Title:       Vice
President