Exhibit 10.2
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 2, 2022 by and between Apartment Income REIT, l.p. (f/k/a AIMCO Properties, L.P.), a Delaware limited partnership, as borrower (“Borrower”), the Guarantors (the “Guarantors” and together with the Borrower, each, individually, a “Loan Party” and collectively, the “Loan Parties”), the lenders party hereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION as administrative agent (“Administrative Agent ”).
RECITALS:
A. The Loan Parties, the Lenders and Administrative Agent are parties to that certain Credit Agreement by and between them, dated April 14, 2021 (as the same now exists and may be amended, modified, supplemented, extended, renewed, restated, or replaced from time to time, and as amended by this Amendment, the “Credit Agreement”);
B. The Loan Parties have requested a $400,000,000 increase in the aggregate Revolving Credit Commitments in accordance with Section 2.11 of the Credit Agreement (the “Commitment Increase”), along with certain other modifications to the Credit Agreement; and
C. Administrative Agent and Lenders have agreed to the Commitment Increase and to make certain modifications to the Credit Agreement upon the terms and subject to the conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
3099804.5
2
The parties hereto hereby agree that, upon satisfaction or waiver of the conditions precedent in this Section 4, the conditions to the effectiveness of the Commitment Increase shall be deemed satisfied.
3
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| BORROWER:
|
Signature Page to
First Amendment to Credit Agreement
| APARTMENT INCOME REIT, L.P. f/ka/ AIMCO Properties, L.P., a Delaware limited partnership
By: AIR-GP, INC. f/k/a AIMCO-GP, Inc., a Delaware corporation,
By: Name: Paul Beldin Title: Executive Vice President and Chief Financial Officer
GUARANTORS:
APARTMENT INCOME REIT CORP.,
By: Name: Paul Beldin Title: Executive Vice President and Chief Financial Officer
AIR REIT SUB 1, LLC, a Delaware limited liability company
By: Name: Paul Beldin Title: Executive Vice President and Chief Financial Officer
AIR REIT SUB 2, LLC, a Delaware limited liability company
By: Name: Paul Beldin Title: Executive Vice President and Chief Financial Officer
AIR/BETHESDA HOLDINGS, INC. f/k/a AIMCO/Bethesda Holdings, Inc., a Delaware corporation
By: Name: Paul Beldin |
Signature Page to
First Amendment to Credit Agreement
| Title: Executive Vice President and Chief Financial Officer
AIR SUBSIDIARY REIT I, LLC, f/k/a AIMCO Subsidiary REIT I, LLC, a Delaware limited liability company
By: Name: Paul Beldin Title: Executive Vice President and Chief Financial Officer |
Signature Page to
First Amendment to Credit Agreement
ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Lender, Swingline Loan Lender and the Issuing Lender
By: Name: James Harmann Title: Senior Vice President
OTHER LENDERS:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: Name: Title: |
[other lenders] |
Signature Page to
First Amendment to Credit Agreement