Exhibit 10.1
FOURTH AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
among
Apartment Investment and Management Company,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
as the Borrowers,
the Guarantors and
Pledgors named herein,
Bank of America, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer
and
The Other Financial
Institutions Party Hereto
Dated as of September 14, 2007
BANC OF AMERICA SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
FOURTH AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "Amendment") is dated as of September 14, 2007 and entered into
by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation
(the "REIT"), AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"),
and AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/Bethesda")
(the REIT, AIMCO and AIMCO/Bethesda collectively referred to herein as
"Borrowers"), BANK OF AMERICA, N.A. ("Bank of America"), as Administrative Agent
(in such capacity, "Administrative Agent") and as Swing Line Lender and L/C
Issuer, and the Lenders party hereto, and is made with reference to that certain
Amended and Restated Senior Secured Credit Agreement, dated as of November 2,
2004, by and among Borrowers, each lender from time to time party thereto, BANK
OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender and L/C
Issuer, and KeyBank National Association, as Syndication Agent (the "Credit
Agreement"), as amended by that certain First Amendment to Amended and Restated
Senior Secured Credit Agreement, dated June 16, 2005 (the "First Amendment"), as
amended by that certain Second Amendment to Amended and Restated Senior Secured
Credit Agreement, dated March 22, 2006 (the "Second Amendment"), and as amended
by that certain Third Amendment to Amended and Restated Senior Secured Credit
Agreement, dated August 31, 2007 ("Third Amendment") (the Credit Agreement as
amended by the First Amendment, Second Amendment, Third Amendment and this
Amendment is referred to herein as the "Amended Agreement"). Capitalized terms
used in this Amendment shall have the meanings set forth in the Amended
Agreement unless otherwise defined herein.
RECITALS
WHEREAS, Borrowers desire to amend the Credit Agreement as more
particularly set forth below;
WHEREAS, pursuant to the Credit Agreement, the amendments set forth herein
require the consent of the Required Lenders, and the Required Lenders have
consented hereto by their execution of the Third Amendment;
NOW, THEREFORE, in consideration of the agreements, provisions and
covenants contained herein, the parties agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendment to Subsection 1.01. Defined Terms.
A. Clause (iii) of the defined term "Interest Period" is deleted in
its entirety and replaced with the following:
"(iii) no Interest Period shall extend beyond the Revolving
Commitment Termination Date, Term A Loan Maturity Date, or the Term B Loan
Maturity Date, as applicable."
B. The following defined terms are deleted in their entirety and
replaced with:
"'Applicable Percentage' means, as of the date of determination:
(a) with respect to a Lender's