FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
FOURTH
AMENDMENT TO AMENDED AND
RESTATED
REVOLVING CREDIT AGREEMENT
This
Fourth Amendment to Amended and Restated Revolving Credit Agreement (this
"Amendment") is executed as of July 16, 2007, among Mid-America Apartment Communities,
Inc. ("MAAC"), Mid-America Apartments, L.P.
("Mid-America"), the financial institutions listed on Schedule 1, as
amended or supplemented from time to time (the "Lenders"), and Regions Bank, an Alabama
banking corporation and the successor-by-merger to AmSouth Bank, as
Administrative Agent for the Lenders, its successors and assigns (in such
capacity, the "Administrative Agent").
Recitals
A. MAAC,
Mid-America, certain Lenders and the Administrative Agent entered into that
certain Amended and Restated Revolving Credit Agreement dated as of July 17,
2003, as amended by that certain First Amendment to Amended and Restated
Revolving Credit Agreement dated as of May 19, 2004, as amended further by that
certain Second Amendment to Amended and Restated Revolving Credit Agreement
dated as of May 23, 2005, and as amended further by that certain Third Amendment
to Amended and Restated Revolving Credit Agreement dated as of June 21, 2006 (as
it may be amended further from time to time, the "Agreement"). Unless
otherwise defined in this Amendment, capitalized terms shall have the meaning
assigned to them in the Agreement.
B. The
Borrowers have requested that the Agreement be amended to extend the Maturity
Date defined in the Agreement and to amend certain other terms.
C. The
parties to the Agreement desire to execute this Amendment to evidence the
extension of the Maturity Date and the modification of certain other provisions
set forth in the Agreement.
Agreement
NOW,
THEREFORE, in consideration of the above Recitals, the parties hereby agree as
follows:
1. Section 1.1 of the Agreement is hereby
amended by replacing the amount of "Forty Million Dollars ($40,000,000.00)" with
the amount of "Fifty Million Dollars ($50,000,000.00)." The parties
agree that the Aggregate Commitment is being increased to $50,000,000.00 on the
date hereof.
2. Section 1.3 of the
Agreement is hereby amended by deleting the figure "$40,000,000.00" and
replacing it with the figure "$50,000,000.00."
3. The
first three lines of Section 1.12 of the
Agreement are hereby deleted in their entirety and replaced with the
following: "Each Eurodollar Loan shall have an Interest Period of one
(1) day, thirty (30) days or sixty (60) days (the "Interest Period") as the
Borrowers specify in the applicable Borrowing or Conversion Notice, except that:".
4. The
introductory sentence and subsections (a) and (b) of Section 1.13 of the
Agreement are hereby deleted in their entirety and replaced with the
following:
1.13. Interest
For each
Loan (including Advances under the Swing Line Facility), the Borrowers may elect
that such Loan accrue interest at either the Base Rate or the Eurodollar
Rate.
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(a)
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Each
Eurodollar Loan shall bear interest at the Eurodollar Rate on its unpaid
principal amount from the first to the last day in its applicable Interest
Period. Accrued interest shall be payable on Eurodollar Loans
on the last day of the applicable Interest Period unless the Eurodollar
Loan has an Interest Period of one (1) day, in which case accrued interest
thereon shall be payable on the first day of each
month.
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(b)
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Each
Base Rate Loan shall bear interest at the Base Rate minus 100 basis points
on its unpaid principal amount from the date such Loan is made until
repaid. Accrued interest shall be payable on Base Rate Loans on
the first day of each month.
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5.
Section 2.6 of
the Agreement is hereby deleted in its entirety and replaced with the
following:
2.6. Increase in Aggregate Commitment
Amount
So long
as no Default has occurred and is continuing, the Borrower shall have the right
from time to time to increase the Aggregate Commitment up to a maximum of
$60,000,000.00 by obtaining Regions Bank’s written approval, at Regions Bank’s
sole discretion. Such increase in the Aggregate Commitment shall be made solely
by Regions Bank. At such time as the increase in the Aggregate Commitment is
made by Regions Bank, (i) this Agreement shall be amended accordingly to reflect
the revised Aggregate Commitment and revised Proportionate Share of each Lender
and (ii) a new Note in the amount of such increase shall be executed by the
Borrowers in favor of Regions Bank. In no event shall the Aggregate Commitment
exceed $60,000,000.00 without the prior written approval of all of the
Lenders.
6. Section 6.8(e) of the
Agreement is hereby deleted in its entirety and replaced with the
following:
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(e)
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Fail
to maintain at all times a consolidated Tangible Net Worth which is not
less than Eight Hundred Fifty Million Dollars ($850,000,000.00), which
calculation shall include accumulated
depreciation.
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7. The
definition of "Fair Market Value" set forth in Section 11.1 of the
Agreement is hereby deleted in its entirety and replaced with the
following:
Fair Market
Value shall be determined quarterly, on a "Net Operating Income" basis,
not later than the twenty-second (22nd) day of
each calendar quarter, but as of the last day of the immediately preceding
calendar quarter, from the Effective Date until the Termination Date of the
Loans, by dividing the prior calendar quarter's annualized Adjusted NOI of each
Stabilized Property subject to a Mortgage by 7.50% (with the exception of the
Stabilized Properties known as Reserve at Dexter Phase I, Phase II and Phase
III, for which the cap rate/denominator shall be 7.25%).
8. The
definition of "LIBOR" in Section 11.1 of the
Agreement is hereby amended by (i) deleting the words "page 3750 (or a successor
page) of the Dow Xxxxx Telerate Screen" and replacing them with the words
"Rueters Screen LIBOR01 Page" and (ii) deleting the second reference to "the Dow
Xxxxx Telerate Screen" and replacing it with a reference to "such
page."
9. The
definition of "Margin" in Section 11.1 of the
Agreement is hereby deleted in its entirety and replaced with the
following:
Margin shall mean 125 basis
points.
10. The
definition of "Maturity Date" set forth in Section 11.1 of the
Agreement is hereby amended by replacing the date "May 24, 2008" with the date
"May 24, 2009."
11. Schedule 1 to the
Agreement is hereby deleted in its entirety and replaced with the Schedule 1 attached
hereto and made a part hereof.
12. The
notice address for the Administrative Agent on Schedule 3 to the
Agreement is hereby deleted in its entirety and replaced with the following
address:
Regions
Bank
Regions
Center
0000
0xx
Xxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Attn:
Commercial Real Estate-Xxxxx Xxxxxx
13. The
notice address for the Borrowers on Schedule 3 to the
Agreement is hereby deleted in its entirety and replaced with the following
address:
Mid-America
Apartment Communities, Inc.
0000
Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxxx 00000
Attention:
Mr. Xx Xxxxxxxx
Mid-America
Apartments, L.P.
0000
Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxxx 00000
Attention: Mr.
Xx Xxxxxxxx
14. Exhibit F to the
Agreement is hereby amended to reference the revised cap rates set forth in the
definition of "Fair Market Value" described herein.
15. In
consideration of this Amendment, the Borrowers shall pay to the Lenders on the
date hereof an extension fee equal to 17.5 basis points of the Aggregate
Commitment ($87,500.00). An additional extension fee shall be payable
by the Borrowers to the Administrative Agent on the date hereof pursuant to a
separate agreement between the Administrative Agent and the
Borrowers.
16. This
Amendment shall not be effective until the following conditions have been
fulfilled:
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a.
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The
Administrative Agent has received a fully executed original of this
Amendment and the other documents required by the Lenders in conjunction
with the increase/renewal transaction described
herein;
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b.
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The
fees required herein have been received by the Administrative
Agent;
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c
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The
Administrative Agent has received appropriate resolutions of the Borrowers
authorizing the transactions contemplated
herein;
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d.
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The
Administrative Agent has received an opinion of counsel to each of the
Borrowers, which opinion shall be satisfactory to the Administrative Agent
in all respects; and
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e.
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The
Administrative Agent has received evidence of the payment of 2006 ad
valorem taxes for each Mortgaged
Property.
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Except as
expressly amended hereby, the Agreement shall remain in full force and effect in
accordance with its terms.
Each
Borrower represents and warrants that no Event of Default has occurred and is
continuing under the Agreement, nor does any event that upon notice or lapse of
time or both would constitute such an Event of Default exist.
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of page intentionally left blank]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
set forth above.
MID-AMERICA
APARTMENT
COMMUNITIES,
INC.
By:
/s/ Xx Xxxxxxxx
Name: Xx
Xxxxxxxx
Title:
Senior Vice President and Treasurer
MID-AMERICA
APARTMENTS, L.P.
By:
Mid-America Apartment Communities, Inc.
Its: Sole
General Partner
By: /s/
Xx Xxxxxxxx
Name: Xx
Xxxxxxxx
Title:
Senior Vice President and Treasurer
Signature
page to
Fourth
Amendment to Amended and Restated Revolving Credit Agreement
REGIONS BANK,
in its
individual capacity as Lender
and as
Administrative Agent
By:
/s/ Xxxxx X.
Xxxxxx
Name:
Xxxxx X.
Xxxxxx
Title:
Assistant Vice
President
Signature
page to
Fourth
Amendment to Amended and Restated Revolving Credit Agreement
FIRST
TENNESSEE BANK, N.A.
By:
/s/ Xxx Xxxxxx
Name:
Xxx Xxxxxx
Title:
Senior Vice President
