Exhibit 10.1
SECOND 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 March 22, 2006
BANC OF AMERICA SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
SECOND AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "Amendment") is dated as of March 22, 2006 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")
(the Credit Agreement as amended by the First 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 Credit Agreement unless
otherwise defined herein.
RECITALS
WHEREAS, Borrowers desire to amend the Credit Agreement as more
particularly set forth below;
WHEREAS, Borrowers have advised Administrative Agent that they have entered
into a mezzanine loan transaction and incurred a lien on certain of the Negative
Pledge Assets in connection with such financing (the "Subject Transaction"),
which Subject Transaction is described in further detail on Schedule 7.11(i)
attached hereto, and for the avoidance of any doubt regarding a violation of
Section 7.01 of the Credit Agreement, Administrative Agent and the Lenders agree
to consent to the Subject Transaction and, in an abundance of caution, waive any
Event of Default arising from the incurrence of the lien on the Negative Pledge
Assets;
WHEREAS, pursuant to the Credit Agreement, certain of the amendments set
forth herein require the consent of the Lenders, and the Lenders have consented
hereto;
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 New Schedule 7.11(i) - Mezzanine Indebtedness. Schedule 7.11(i)
attached hereto is hereby added as a new schedule to the Amended Agreement.
1.2 Amendment to Subsection 1.01. Defined Terms.
A. The defined term "Applicable Revolving Rate"