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 d
