FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
(MAA II)
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 31st day of August, 2004, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the“REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”) and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”).
RECITALS
A. Borrower is a party to that certain Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, as amended by that certain First Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, as further amended by that certain Second Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 30, 2004, and as further amended by that certain Third Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004 (as amended from time to time, the “Master Agreement”).
B. All of the Lender’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreements and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”). Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment. Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.
C. Borrower and Lender are executing this Amendment pursuant to the Master Agreement to provide for the addition of the Mortgaged Properties known as Cedar Mill, Hamilton Pointe, Hidden Creek, and Lakeshore Landing to the Collateral Pool under the terms of the Master Agreement.
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NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
Section 1. Collateral Pool. Exhibit A to the Master Agreement is hereby deleted and replaced with the attachedExhibit A to reflect the addition of Cedar Mill, Hamilton Pointe, Hidden Creek, and Lakeshore Landing as Additional Mortgaged Properties in the Collateral Pool.
Section 2. Expansion. The Variable Facility Commitment is hereby increased by $27,461,000 and the definition of Variable Facility Commitment is hereby replaced in its entirety with the following new definition:
| “Variable Facility Commitment” means an aggregate amount of $490,357,000,which shall be evidenced by the Variable Facility Note in the form attached hereto asExhibit I, plus such amount as the Borrower may elect to add to the Variable Facility Commitment in accordance with Article VIII, and plus such amount as the Borrower may elect to reborrow in accordance with Section 2.08, less such amount as the Borrower may elect to convert from the Variable Facility Commitment to the Fixed Facility Commitment in accordance with Article III and less such amount by which the Borrower may elect to reduce the Variable Facility Commitment in accordance with Article IX. |
Section 3. Reserved Amount. “Reserved Amount” means $109,643,000, unless Borrower elects in writing a lesser amount not to exceed $600,000,000 minus the amount of the Commitment in effect at any time, but in no event greater than $109,643,000. The Fixed Facility Fee and the Variable Facility Fee shall not increase with respect to the Reserved Amount in the event of an Expansion for so long as the Borrower timely pays the Rate Preservation Fee on the Reserved Amount.
Section 4. Property Management Agreements. Exhibit AA is hereby deleted in its entirety and replaced with the Exhibit AA attached to this Amendment.
Section 5. Capitalized Terms. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.
Section 6. Reaffirmation. The REIT and OP hereby reaffirm their obligations under the Agreement as Borrower.
Section 7. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
Section 8. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| BORROWER: | |||
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| MID-AMERICA APARTMENT COMMUNITIES, | |||
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| By: |
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| Name: | Al Campbell | ||
| Title: | Senior Vice President and Treasurer | ||
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| MID-AMERICA APARTMENTS, L.P., | |||
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| By: | Mid-America Apartment Communities, Inc., | ||
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| By: |
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| Name: | Al Campbell | |
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| Title: | Senior Vice President and Treasurer | |
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| [Signatures follow on next page] | ||
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| LENDER: | ||
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| PRUDENTIAL MULTIFAMILY MORTGAGE INC., a | ||
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| By: |
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| Name: | Sharon D. Singleton | |
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| Title: | Vice President | |
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EXHIBIT A
SCHEDULE OF INITIAL MORTGAGED PROPERTIES
AND INITIAL VALUATIONS
Property Name |
| County |
| Property Location |
| Initial Valuation | ||
|
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Abbington Place |
| Madison |
| Huntsville, AL |
| $ | 4,670,000 |
|
Paddock Club Montgomery |
| Montgomery |
| Montgomery, AL |
| $ | 10,370,000 |
|
Terraces at Towne Lake II |
| Cherokee |
| Woodstock, GA |
| $ | 14,870,000 |
|
Terraces at Fieldstone |
| Rockdale |
| Conyers, GA |
| $ | 20,700,000 |
|
Paddock Club Columbia I and II |
| Richland |
| Columbia, SC |
| $ | 13,420,000 |
|
The Mansion |
| Fayette |
| Lexington, KY |
| $ | 7,630,000 |
|
Brentwood Downs |
| Davidson |
| Nashville, TN |
| $ | 14,600,000 |
|
Calais Forest |
| Pulaski |
| Little Rock, AR |
| $ | 9,900,000 |
|
Southland Station II |
| Houston |
| Warner Robins, GA |
| $ | 8,050,000 |
|
Fairways at Hartland |
| Warren |
| Bowling Green, KY |
| $ | 10,900,000 |
|
Paddock Club Murfreesboro |
| Rutherford |
| Murfreesboro, TN |
| $ | 14,160,000 |
|
Whisperwood |
| Muscogee |
| Columbus, GA |
| $ | 49,900,000 |
|
River Trace I |
| Shelby |
| Memphis, TN |
| $ | 8,975,000 |
|
Wildwood I |
| Thomas |
| Thomasville, GA |
| $ | 3,825,000 |
|
Three Oaks I |
| Lowndes |
| Valdosta, GA |
| $ | 3,950,000 |
|
Westbury Springs |
| Gwinnett |
| Lilburn, GA |
| $ | 6,775,000 |
|
Hickory Farms |
| Shelby |
| Memphis, TN |
| $ | 6,475,000 |
|
Gleneagles |
| Shelby |
| Memphis, TN |
| $ | 6,850,000 |
|
The Oaks |
| Madison |
| Jackson, TN |
| $ | 2,825,000 |
|
TPC Greenville |
| Greenville |
| Greenville, SC |
| $ | 8,930,000 |
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TPC Huntsville |
| Madison |
| Huntsville, AL |
| $ | 17,800,000 |
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Eagle Ridge |
| Birmingham |
| Birmingham, AL |
| $ | 8,400,000 |
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River Hills |
| Grenada |
| Grenada, MS |
| $ | 1,600,000 |
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Stonemill Village |
| Jefferson |
| Louisville, KY |
| $ | 19,825,000 |
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Woodwinds |
| Aiken |
| Aiken, SC |
| $ | 7,000,000 |
|
Tanglewood |
| Anderson |
| Anderson, SC |
| $ | 5,110,000 |
|
Wood Hollow |
| Duval |
| Jacksonville, FL |
| $ | 22,800,000 |
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Terraces at Towne Lake I |
| Cherokee |
| Woodstock, GA |
| $ | 16,450,000 |
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Grand Reserve |
| Fayette |
| Lexington, KY |
| $ | 23,200,000 |
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Island Retreat |
| Glynn |
| St. Simons Island, GA |
| $ | 5,400,000 |
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Belmere |
| Hillsborough |
| Tampa, FL |
| $ | 11,150,000 |
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Bradford Chase (WV) |
| Madison |
| Jackson, TN |
| $ | 4,960,000 |
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Crosswinds |
| Rankin |
| Jackson, MS |
| $ | 13,420,000 |
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Fairways at Royal Oak |
| Clermont |
| Cincinnati, OH |
| $ | 9,800,000 |
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Hermitage at Beechtree |
| Wake |
| Cary, NC |
| $ | 8,720,000 |
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Hidden Lake II |
| Fulton |
| Union City, GA |
| $ | 7,050,000 |
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High Ridge |
| Clarke |
| Athens, GA |
| $ | 6,600,000 |
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Howell Commons |
| Greenville |
| Greenville, SC |
| $ | 12,380,000 |
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Kirby Station |
| Shelby |
| Memphis, TN |
| $ | 15,800,000 |
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Lakepointe |
| Fayette |
| Lexington, KY |
| $ | 4,425,000 |
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Lakeside |
| Duval |
| Jacksonville, FL |
| $ | 21,100,000 |
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Marsh Oaks |
| Duval |
| Atlantic Beach, FL |
| $ | 5,500,000 |
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Napa Valley |
| Pulaski |
| Little Rock, AR |
| $ | 10,500,000 |
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Park Haywood |
| Greenville |
| Greenville, SC |
| $ | 5,600,000 |
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Park Place |
| Spartanburg |
| Spartanburg, SC |
| $ | 6,470,000 |
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Property Name |
| County |
| Property Location |
| Initial Valuation | ||
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Pear Orchard |
| Madison |
| Jackson, MS |
| $ | 15,700,000 |
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Savannah Creek |
| DeSoto |
| Southaven, MS (Memphis suburb) |
| $ | 9,550,000 |
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Shenandoah Petersburg |
| Columbia |
| Augusta, GA |
| $ | 9,567,000 |
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Somerset |
| Hinds |
| Jackson, MS |
| $ | 3,160,000 |
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Southland Station I |
| Houston |
| Warner Robins, GA |
| $ | 7,300,000 |
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Steeplechase |
| Hamilton |
| Chattanooga, TN |
| $ | 4,000,000 |
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Sutton Place |
| DeSoto |
| Southaven, MS (Memphis suburb) |
| $ | 10,800,000 |
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Tiffany Oaks |
| Seminole |
| Altamonte Springs, FL |
| $ | 14,750,000 |
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Village |
| Fayette |
| Lexington, KY |
| $ | 10,340,000 |
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Westside Creek I |
| Pulaski |
| Little Rock, AR |
| $ | 7,010,000 |
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Willow Creek |
| Muscogee |
| Columbus, GA |
| $ | 10,150,000 |
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Links at Carrollwood |
| Hillsborough |
| Tampa, FL |
| $ | 13,050,000 |
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Grand View |
| Nashville |
| Nashville, TN |
| $ | 26,805,000 |
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Three Oaks II |
| Lowndes |
| Valdosta, GA |
| $ | 4,737,000 |
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Wildwood II |
| Thomas |
| Thomasville, GA |
| $ | 3,950,000 |
|
Lighthouse Court |
| Clay |
| Orange Park, FL |
| $ | 40,092,000 |
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Colony at South Park |
| Aiken |
| Aiken, SC |
| $ | 8,100,000 |
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Woodstream |
| Guilford |
| Greensboro, NC |
| $ | 11,300,000 |
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Walden Creek |
| Henry |
| McDonough, GA |
| $ | 12,783,000 |
|
Eastview |
| Shelby |
| Memphis, TN |
| $ | 8,262,000 |
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Cedar Mill |
| Shelby |
| Memphis, TN |
| $ | 9,130,000 |
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Hamilton Pointe |
| Hamilton |
| Chattanooga, TN |
| $ | 13,100,000 |
|
Hidden Creek |
| Hamilton |
| Chattanooga, TN |
| $ | 11,100,000 |
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Lakeshore Landing |
| Madison |
| Jackson, MS |
| $ | 8,925,000 |
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EXHIBIT AA TO
SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
SCHEDULE OF APPROVED
PROPERTY MANAGEMENT AGREEMENTS
| Property Name |
| Manager |
|
| ||
1. | Abbington Place |
| Mid-America Apartment Communities, Inc. |
2. | Paddock Club Montgomery |
| Mid-America Apartment Communities, Inc. |
3. | Terraces at Towne Lake II |
| Mid-America Apartment Communities, Inc. |
4. | Terraces at Fieldstone |
| Mid-America Apartment Communities, Inc. |
5. | Paddock Club Columbia I and II |
| Mid-America Apartment Communities, Inc. |
6. | The Mansion |
| Mid-America Apartment Communities, Inc. |
7. | Brentwood Downs |
| Mid-America Apartment Communities, Inc. |
8. | Calais Forest |
| Mid-America Apartment Communities, Inc. |
9. | Southland Station II |
| Mid-America Apartment Communities, Inc. |
10. | Fairways at Hartland |
| Mid-America Apartment Communities, Inc. |
11. | Paddock Club Murfreesboro |
| Mid-America Apartment Communities, Inc. |
12. | Whisperwood |
| Mid-America Apartment Communities, Inc. |
13. | River Trace I |
| Mid-America Apartment Communities, Inc. |
14. | Wildwood I |
| Mid-America Apartment Communities, Inc. |
15. | Three Oaks I |
| Mid-America Apartment Communities, Inc. |
16. | Westbury Springs |
| Mid-America Apartment Communities, Inc. |
17. | Hickory Farms |
| Mid-America Apartment Communities, Inc. |
18. | Gleneagles |
| Mid-America Apartment Communities, Inc. |
19. | The Oaks |
| Mid-America Apartment Communities, Inc. |
20. | TPC Greenville |
| Mid-America Apartment Communities, Inc. |
21. | TPC Huntsville |
| Mid-America Apartment Communities, Inc. |
22. | Eagle Ridge |
| Mid-America Apartment Communities, Inc. |
23. | River Hills |
| Mid-America Apartment Communities, Inc. |
24. | Stonemill Village |
| Mid-America Apartment Communities, Inc. |
25. | Woodwinds |
| Mid-America Apartment Communities, Inc. |
26. | Tanglewood |
| Mid-America Apartment Communities, Inc. |
27. | Wood Hollow |
| Mid-America Apartment Communities, Inc. |
28. | Belmere |
| Mid-America Apartments, L.P. |
29. | Bradford Chase (WV) |
| Mid-America Apartments, L.P. |
30. | Crosswinds |
| Mid-America Apartments, L.P. |
31. | Fairways at Royal Oak |
| Mid-America Apartments, L.P. |
32. | Hermitage at Beechtree |
| Mid-America Apartments, L.P. |
33. | Hidden Lake II |
| Mid-America Apartments, L.P. |
34. | High Ridge |
| Mid-America Apartments, L.P. |
35. | Howell Commons |
| Mid-America Apartments, L.P. |
36. | Kirby Station |
| Mid-America Apartments, L.P. |
37. | Lakepointe |
| Mid-America Apartments, L.P. |
38. | Lakeside |
| Mid-America Apartments, L.P. |
39. | Marsh Oaks |
| Mid-America Apartments, L.P. |
40. | Napa Valley |
| Mid-America Apartments, L.P. |
41. | Park Haywood |
| Mid-America Apartments, L.P. |
42. | Park Place |
| Mid-America Apartments, L.P. |
43. | Pear Orchard |
| Mid-America Apartments, L.P. |
44. | Savannah Creek |
| Mid-America Apartments, L.P. |
45. | Shenandoah Petersburg |
| Mid-America Apartments, L.P. |
46. | Somerset |
| Mid-America Apartments, L.P. |
47. | Southland Station I |
| Mid-America Apartments, L.P. |
48. | Steeplechase |
| Mid-America Apartments, L.P. |
49. | Sutton Place |
| Mid-America Apartments, L.P. |
50. | Tiffany Oaks |
| Mid-America Apartments, L.P. |
51. | Village |
| Mid-America Apartments, L.P. |
52. | Westside Creek I |
| Mid-America Apartments, L.P. |
53. | Willow Creek |
| Mid-America Apartments, L.P. |
54. | Links at Carrollwood |
| Mid-America Apartments, L.P. |
55. | Grand View |
| Mid-America Apartments, L.P. |
56. | Three Oaks II |
| Mid-America Apartments, L.P. |
57. | Wildwood II |
| Mid-America Apartments, L.P. |
58. | Lighthouse Court |
| Mid-America Apartments, L.P. |
59. | Colony at South Park |
| Mid-America Apartments, L.P. |
60. | Woodstream |
| Mid-America Apartments, L.P. |
61. | Walden Creek |
| Mid-America Apartments, L.P. |
62. | Eastview |
| Mid-America Apartments, L.P. |
63. | Cedar Mill |
| Mid-America Apartments, L.P. |
64. | Hamilton Pointe |
| Mid-America Apartments, L.P. |
65. | Hidden Creek |
| Mid-America Apartments, L.P. |
66. | Lakeshore Landing |
| Mid-America Apartments, L.P. |