UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

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FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 17, 2007

 

Affordable Residential Communities Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Affordable Residential Communities LP

(Exact Name of Registrant as Specified in Charter)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

 

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Item 1.01 – Entry into a Material Definitive Agreement.

 

As of July 16, 2007, Affordable Residential Communities Inc. (the "Company") has received a waiver (the "Waiver") to the indenture, dated as of August 9, 2005 (the "Indenture"), by and between Affordable Residential Communities LP (the "Operating Partnership") and U.S. Bank National Association, as Trustee, with respect to the 7½% Senior Exchangeable Notes Due 2025 of the Operating Partnership (the "Notes"), from holders representing a majority in aggregate principal amount of the outstanding Notes (the “Waiving Note Holders”).

 

Pursuant to the terms of the Indenture, the holders of not less than a majority of all the outstanding Notes may waive, on behalf of the holders of all the Notes, compliance with certain provisions of the Indenture and certain events of default under the Indenture. Pursuant to the Waiver, the Waiving Note Holders waived compliance with (i) Article 6 of the Indenture and (ii) any default, event of default or other non-compliance, each with respect to the consummation of transactions contemplated under the Transaction Agreement, dated as of April 17, 2007, by and among the Company, the Operating Partnership, ARC Dealership, Inc., ARC Management Services, Inc., ARCIV GV, Inc., ARCMS, Inc., ARC TRS, Inc., Salmaho Irrigation Co., Windstar Aviation Corp., ARC/DAM Management, Inc., Colonial Gardens Water, Inc. and American Riverside Communities LLC, an affiliate of Farallon Capital Management L.L.C.

 

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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EXHIBIT INDEX

 

 

 

 

 

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