Exhibit 10.1
FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of May 9, 2003
By and Among
Apartment Investment and Management Company,
AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., and
NHP Management Company,
as Borrowers,
Bank of America, N.A.,
as Administrative Agent and Letter of Credit Issuing Lender,
and
Lenders Listed Herein,
as Lenders
FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of May 9, 2003 (the "Amendment Effective Date")
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"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation
("AIMCO/Bethesda") and NHP MANAGEMENT COMPANY, a District of Columbia
corporation ("NHP Management") (the REIT, AIMCO, AIMCO/Bethesda and NHP
Management collectively referred to herein as "Borrowers"), BANK OF AMERICA,
N.A. ("Bank of America"), as Administrative Agent (in such capacity,
"Administrative Agent"), and Lenders party hereto, and is made with reference to
that certain Fourth Amended and Restated Credit Agreement, dated as of March 11,
2002, as amended to date, including as amended by that certain Fifth Amended and
Restated Credit Agreement, dated as of February 14, 2003, by and among
Borrowers, each lender from time to time party thereto, BANK OF AMERICA, N.A.,
as Administrative Agent and Issuing Lender, FLEET NATIONAL BANK, as a Lender and
Syndication Agent, and WACHOVIA BANK NA (formerly known as First Union National
Bank), as a Lender and Documentation Agent, (the "Credit Agreement") (the Credit
Agreement as amended by this Amendment, 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, pursuant to the Credit Agreement, the amendment set forth in
Section 1.14 hereof, the amendments set forth herein in connection with
approving the 2003 Term Loan (as defined herein), and the consent set forth in
Section 5.E hereof, requires the consent of all Lenders, and all Lenders hereby
consent thereto;
WHEREAS, pursuant to the Credit Agreement, all other amendments set
forth herein require the consent of the Requisite Lenders, and the Requisite
Lenders hereby consent thereto;
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.
The defined term "Indebtedness" shall be amended by deleting
clause (h) thereof in its entirety and replacing it with the following:
2
(h)
all obligations (other than, in the case of the REIT, the
obligation to acquire Partnership Units in exchange for shares of common Stock
of the REIT) to purchase, redeem, or acquire any Stock of such Person or its
Affiliates that, by its terms or by the terms of any security into which it is
convertible or exchangeable, (x) is, or upon the happening of any