FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
EXHIBIT 10.25
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
(MAA I)
THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 23rd day of September, 2005, 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 (c) MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (“MAA of Texas” MAA of Texas and Borrower being collectively referred to as the “Borrower Parties”); and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”).
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RECITALS |
A. Borrower Parties and Lender are parties to that certain Amended and Restated 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 Second Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Third Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, which has been further amended pursuant to that certain First Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, which has been further amended pursuant to that certain Second Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, which has been further amended pursuant to that certain Third Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, which has been further amended pursuant to that certain Fourth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005 (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 Xxxxxx Xxx 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 Agreement and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”). Xxxxxx 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. Xxxxxx Xxx 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 (i) reflect the addition of the Mortgaged Property commonly known as Boulder
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Ridge to the Collateral Pool, and (ii) provide for the amendment of Schedule II to the Master Agreement, (iii) reflect an increase in the Variable Facility Commitment as set forth herein after, and (iv) reflect a decrease in the maximum amount by which the Commitment may be increased.
. 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. Addition of Mortgaged Property. The Mortgaged Property commonly known as Boulder Ridge is hereby added to the Collateral Pool as an Additional Mortgaged Property.
Section 2. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Amendment.
Section 3. Property Management Agreements. Exhibit AA to the Master Agreement is hereby deleted in its entirety and replaced with the Exhibit AA attached to this Amendment.
Section 4. Boulder Ridge Subdivision Issue. The parties agree that the proposed Additional Mortgaged Property commonly known as Boulder Ridge is comprised of two tracts of land: a tract of land consisting of 21.1122 acres (“Tract 1”) and a tract of land consisting of 10.5889 acres (“Tract 2”). As of the date hereof, Tract 2 is part of an 11.474 acre tract (the “Unsubdivided Tract”). The remainder of the Unsubdivided Tract contains a .89 acre tract of land (the “Adjacent Property”) which is owned by the prior owner (the “Prior Owner”) of the Unsubdivided Tract. The parties acknowledge that Borrower and Prior Owner are in the process of causing the Unsubdivided Tract to be subdivided; however, as of the date hereof, the assessed property description for Boulder Ridge contains property not owned by Borrower. Lender prohibits property not owned by Borrower and not part of the Additional Mortgaged Property from being included in a tax parcel on which any Mortgage Property is located (the “Subdivision Issue”). Notwithstanding the foregoing, Lender has consented to the addition of Boulder Ridge provided that the following shall be satisfied:
(a) Borrower shall cause Texas counsel to issue an opinion stating that the failure to resolve the Subdivision Issue shall not preclude Lender, its successors and/or assigns, from enforcing its rights and remedies under the Master Agreement, including the right to foreclose on the entire Boulder Ridge Mortgaged Property, including all of Tract 2.
(b) Within sixty (60) days of the date hereof (the “Subdivision Deadline”), Borrower shall either (i) cause the subdivision of Tract 2 to be completed or (ii) purchase the Adjacent Property. In the event that Borrower purchases the Adjacent Property, the Borrower shall (A) add such additional property to the Collateral Pool as a portion of Boulder Ridge, (B) cause Lender’s title policy with respect to Boulder Ridge to be amended to include the Adjacent Property, and (C) cause the Security Instrument with respect to Boulder Ridge to be amended to include the Adjacent Property.
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(c) If the Subdivision Issue is not resolved to Lender’s satisfaction by the Subdivision Deadline, Lender may require Borrower to remove the Mortgaged Property known as Boulder Ridge from the Collateral Pool. Borrower further acknowledges that it will not take an Advance equal to $20,215,000.00 under the Master Agreement until the Subdivision Issue is resolved to Lender’s satisfaction.
Section 5. Expansion. The Variable Facility Commitment is hereby increased by $20,215,000 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 $93,984,000, which shall be evidenced by the Variable Facility Note in the form attached hereto as Exhibit 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 6. Reserved Amount. “Reserved Amount” means $46,016,000 unless Borrower elects in writing a lesser amount not to exceed $250,000,000 minus the amount of the Commitment in effect at any time, but in no event greater than $46,016,000. 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 7. Schedule II. Schedule II to the Master Agreement is hereby deleted in its entirety and replaced with the Schedule II attached to this Amendment.
Section 8. 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 9. Reaffirmation. The Borrower Parties hereby reaffirm their obligations under the Agreement.
Section 10. 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 11. 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.
[Signatures follow on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
BORROWER:
MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation
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By: |
__________________________________ | ||
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Xx Xxxxxxxx |
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Senior Vice President and Treasurer |
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MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership
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By: |
Mid-America Apartment Communities, Inc., |
a Tennessee corporation, its general partner
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By: |
____________________________ |
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Xx Xxxxxxxx |
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Senior Vice President and Treasurer | ||
[Signatures follow on next page]
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XXX-XXXXXXX XXXXXXXXXX XX XXXXX, L.P., a Texas limited partnership
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By: |
MAC of Delaware, Inc., a Delaware | |
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corporation, its general partner |
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By:
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Name: |
Xxxx X. Good |
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Title: |
Assistant Secretary | |
[Signatures follow on next page]
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LENDER:
PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation
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By: |
________________________________________ | ||
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Name: |
Xxxxxx X. Xxxxxxxxx |
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Title: |
Vice President |
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EXHIBIT A
SCHEDULE OF INITIAL MORTGAGED PROPERTIES
AND INITIAL VALUATIONS
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Property Name |
County |
Property Address |
Initial Valuation |
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Paddock Club Xxxxxxx I & II |
Hillsborough |
Brandon, FL |
$29,120,000 |
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Paddock Club Mandarin |
Xxxxx |
Jacksonville, FL |
$17,830,000 |
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Woodbridge at the Lake |
Xxxxx |
Jacksonville, FL |
$7,620,000 |
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Xxxxxxx Xxxx Xxxxx XX |
Xxxxxx |
Xxxxx, XX |
$15,530,000 |
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Paddock Club Tallahassee I |
Xxxx |
Tallahassee, FL |
$11,840,000 |
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Courtyards at Xxxxxxxx Apartments |
Dallas |
Dallas, TX |
$10,910,000 |
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Deer Run Apartments |
Dallas |
Dallas, TX |
$12,930,000 |
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Paddock Club Gainesville |
Alachua |
Gainesville, FL |
$17,100,000 |
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Kenwood Club |
Xxxxxx |
Katy, TX |
$18,000,000 |
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Balcones Xxxxx |
Xxxxxx |
Austin, TX |
$22,000,000 |
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Paddock Club Xxxxxx Xxxx Xxxxxxxxxx |
Xxx |
Xxxxxx Xxxx, XX |
$13,000,000 |
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Paddock Club Tallahassee II Apartments |
Xxxx |
Tallahassee, FL |
$6,675,000 |
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The Corners |
Xxxxxxx |
Xxxxxxx-Salem, NC |
$8,170,000 |
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Jefferson Pines |
Xxxxxx |
Houston, TX |
$21,100,000 |
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Los Xxxx |
Xxxxxx |
Plano, TX |
$32,500,000 |
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Lane at Towne Crossing |
Dallas |
Mesquite, TX |
$13,173,000 |
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Northwood Place |
Tarrant |
Dallas, TX |
$8,420,000 |
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The Xxxxx |
Xxxxxx |
Austin, TX |
$15,735,000 |
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Boulder Ridge |
Xxxxxx |
Roanoke, TX |
$30,000,000 |
EXHIBIT AA TO
THIRD AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
SCHEDULE OF APPROVED
PROPERTY MANAGEMENT AGREEMENTS
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Property Name |
Manager |
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1. |
Paddock Club Xxxxxxx Phase I & II |
Mid-America Apartment Communities, Inc. | ||
(Phase II: Owned and managed by MAAC.
No separate management agreement.)
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2. |
Paddock Park Ocala Phase II |
Mid-America Apartment Communities, Inc. |
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3. |
Paddock Club Tallahassee Phase I |
Mid-America Apartment Communities, Inc. |
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4. |
Woodbridge at the Lake |
Mid-America Apartment Communities, Inc. |
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5. |
Courtyards at Xxxxxxxx Apartments |
Mid-America Apartment Communities, Inc. |
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6. |
Deer Run Apartments |
Mid-America Apartment Communities, Inc. |
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7. |
Paddock Club Gainesville |
Mid-America Apartment Communities, Inc. |
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8. |
Kenwood Club |
Mid-America Apartment Communities, Inc. |
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9. |
Balcones Xxxxx |
Mid-America Apartment Communities, Inc. |
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00. |
Xxxxxxx Xxxx Xxxxxx Xxxx Xxxxxxxxxx |
Xxx-Xxxxxxx Apartment Communities, Inc. |
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11. |
Paddock Club Tallahassee II Apartments |
Mid-America Apartment Communities, Inc. |
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12. |
Paddock Club Mandarin |
Mid-America Apartment Communities, Inc. |
(Owned and managed by MAAC. No
separate management agreement.)
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13. |
The Corners |
Mid-America Apartments, L.P |
(Owned and managed by MAALP. No
separate management agreement.)
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14. |
Jefferson Pines |
Mid-America Apartments, L.P. |
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15. |
Los Xxxx |
Mid-America Apartments, L.P. |
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16. |
The Xxxxx |
Mid-America Apartments, L.P. |
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17. |
Lane at Towne Crossing |
Mid-America Apartments, L.P. |
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18. |
Northwood Place |
Mid-America Apartments, L.P. |
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19. |
Boulder Ridge |
Mid-America Apartments, L.P. |
SCHEDULE II
Credit Enhancement Fee Schedule
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Counter Party |
Swap Effective Date |
Maturity |
Principal |
Credit Enhancement Fee
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SunTrust |
K 6/1/2003 |
6/1/2010 |
50,000,000 |
18 basis points |
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Deutsche Bank |
U 9/1/2004 |
9/1/2011 |
50,000,000 |
17 basis points |
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Deutsche Bank |
U 12/1/2004 |
12/1/2011 |
25,000,000 |
17 basis points |
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RBC Capital Markets |
5/2/2005 |
5/1/2012 |
50,000,000 |
17 basis points |
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Deutsche Bank |
12/1/2005 |
3/1/2012 |
50,000,000 |
17 basis points |
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RBC Capital Markets |
12/1/2005 |
3/1/2013 |
50,000,000 |
20 basis points |
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SunTrust |
12/1/2005 |
TBD |
50,000,000 |
20 basis points |
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SunTrust |
12/1/2005 |
TBD |
50,000,000 |
20 basis points |
