EXHIBIT 10.11
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (the
"Amendment") is made and entered into as of the 25th day of
November, 1998, by and among MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership (the "Partnership") and MID-
AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the
"REIT"), and THE PRUDENTIAL LIFE INSURANCE COMPANY OF AMERICA, a
New Jersey corporation ("Prudential").
W I T N E S S E T H:
WHEREAS, the Partnership, the REIT and Prudential
(collectively, the "Parties") have heretofore entered into that
certain Note Purchase Agreement, dated as of November 24, 1997
(the "Note Purchase Agreement"), which set forth the terms and
conditions of purchase and sale of the Notes (as defined in the
Note Purchase Agreement) (the Note Purchase Agreement and all
other documents evidencing, securing or pertaining to the
promissory notes referenced therein are hereinafter collectively
referred to as the "Loan Documents"); and
WHEREAS, the Parties desire to amend the Note Purchase
Agreement and the other Loan Documents as set forth herein; and
NOW, THEREFORE, for and in consideration of the sum of Ten
and No/100ths Dollars ($10.00) in hand paid, the premises
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, hereby agree as follows:
1. MODIFICATION OF NOTE PURCHASE AGREEMENT. The Note Purchase
Agreement is hereby modified and amended as follows:
1.1 Schedule 1A [Form of Note] to the Note Purchase
Agreement is hereby deleted in its entirety and the
Schedule 1A attached hereto is substituted in lieu
thereof.
1.2 Except as specifically modified and amended, all of the
terms, conditions and provisions of the Note Purchase
Agreement shall remain in full force and effect.
2. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are
hereby modified and amended as follows:
2.1 All references to the Note Purchase Agreement in the
Loan Documents shall mean the Note Purchase Agreement
as modified and amended hereby.
2.2 Except as specifically modified and amended, all of the
terms, conditions and provisions of the Loan Documents
shall remain in full force and effect.
3. RATIFICATION AND CONSENT BY THE PARTNERSHIP AND THE REIT.
Each of the Partnership and the REIT hereby (i) ratifies and
affirms all of its obligations under the Note Purchase
Agreement as modified and amended hereby; (ii) acknowledges,
represents and warrants that the Note Purchase Agreement
constitutes a valid and enforceable obligation, as of this
date, free from any defenses, setoffs, claims, counterclaims
or causes of action of any kind or nature whatsoever by the
Partnership and/or the REIT against Prudential or any of
Prudential's directors, officers, employees, agents or
attorneys; (iii) consents to the modification and amendment
of the Loan Documents as set forth herein; (iv) acknowledges
that this Amendment does not constitute and shall not be
construed as a novation or release of the Note Purchase
Agreement; and (v) acknowledges that this Amendment does not
constitute and shall not be construed as a novation or
release of the other Loan Documents.
4. BINDING AGREEMENT. This Amendment shall be binding upon and
shall inure to the benefit of the Parties hereto and their
respective heirs, successors, and assigns.
5. ENTIRE AGREEMENT. This Amendment constitutes the entire
understanding and agreement of the Parties hereto with
respect to the modification of the Note Purchase Agreement
and supersedes all prior agreements, understandings, or
negotiations regarding said modification.
6. TIME. Time is of the essence of this Amendment and the
Partnership and the REIT each hereby acknowledges that all
time periods contained in the Note Purchase Agreement and
the Loan Documents shall be strictly construed.
7. GEORGIA LAW. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of
Georgia.
8. COUNTERPARTS. This Amendment may be executed simultaneously
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed under seal as of the date first above
written.
THE PARTNERSHIP:
MID-AMERICA APARTMENTS, L.P., a
Tennessee limited partnership
By: Mid-America Apartment
Communities, Inc., a Tennessee
corporation, General Partner
By: /s/ Simon R. C. Wadsworth
Name: Simon R. C.
Wadsworth
Title: CFO
THE REIT:
MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation,
General Partner
By: /s/ Simon R. C. Wadsworth
Name: Simon R. C. Wadsworth
Title: CFO
PRUDENTIAL:
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ Daniel C. Moore
Name: Daniel C. Moore
Title: Vice President