FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT

(MAA II)

          THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 1^st day of October, 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”) (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”), and (iii) XXXXXX XXX.

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, as further amended by that certain Third Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, and as further amended by that certain Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 31, 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 Xxxxxx 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”).  Xxxxxx Xxx 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 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 has also entered into that certain ISDA Master Agreement dated as of September 2, 2004 by and between Borrower, Mid-America Apartments of Texas, L.P., a Texas limited partnership (“MAA of Texas”, together with Borrower, the “Borrower Parties”), Deutsche Bank AG, New York (the “Counterparty”), and countersigned by Xxxxxx Xxx (together with all schedules thereto, the “Swap Documents”), pursuant to which the Counterparty agreed to provide interest rate protection for the Borrower Parties.

- 1 -

          D.     Xxxxxx Mae has agreed to credit enhance certain obligations under the Swap Documents.

          E.     Borrower and Lender are executing this Amendment pursuant to the Master Agreement (i) to provide for the addition of the Mortgaged Properties known as River Trace II and Vistas to the Collateral Pool, (ii) to provide for the release of the Mortgaged Property known as Island Retreat from, the Collateral Pool under the terms of the Master Agreement, and (iii) to provide that the Collateral under the Master Agreement also secure any liability Xxxxxx Xxx may incur as a result of its credit enhancement of the Swap Documents.

          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 attached Exhibit A to reflect (i) the addition of River Trace II and Vistas as Additional Mortgaged Properties in the Collateral Pool, and (ii) the release of Island Retreat as a Mortgaged Property from the Collateral Pool.

          Section 2.     Expansion.  The Variable Facility Commitment is hereby increased by $5,634,000 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 $495,991,000,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 3.     Reserved Amount.  “Reserved Amount” means $104,009,000, 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 $104,009,000.  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.     Obligations Secured.  The Collateral under the Master Agreement shall also secure any and all liability Xxxxxx Mae may incur in connection with Xxxxxx Mae’s agreement to provide credit enhancement of the Swap Documents, including but not limited to:

- 2 -

          (a)     any and all amounts provided by Xxxxxx Mae under the credit enhancement;   

          (b)     any and all amounts to be paid by the Borrower Parties to replenish fully any reserve funds required under the Swap Documents; 

          (c)     any and all reasonable fees, costs, charges and expenses (including the fees and expenses of attorneys, accountants and other experts) which Xxxxxx Xxx may pay or incur in connection with any payment under any of the Swap Documents, including payments of any fees and charges in connection with any accounts established to facilitate payments under any Swap Document, or the performance of Xxxxxx Mae’s obligations under any Swap Document;

          (d)     the amount of any fees, costs, or charges or expenses (including the fees and expenses of attorneys, accountants and other experts) incurred by Xxxxxx Xxx in connection with the administration or enforcement of or preservation of rights or remedies under this Agreement or any of the Loan Documents or in connection with the foreclosure upon, sale of or other disposition of any security granted pursuant to the Loan Documents;

          (e)     any payments or advances made by Xxxxxx Mae on behalf of any Borrower pursuant to any of the Loan Documents;

          (f)     all costs and expenses incurred in connection with or related to the execution and delivery of each Swap Document, any tax or governmental charge imposed in connection with the execution and delivery of each Swap Document and the reasonable fees and disbursements of Xxxxxx Mae’s counsel and accountants, including fees and expenses relating to any (a) amendments, consents or waivers to this Amendment or any of the Loan Documents (whether or not any such amendments, consents or waivers are entered into), (b) requests to evaluate any substitute or additional Collateral or the release of Collateral, (c) collection, disbursement or application of insurance or condemnation awards, proceeds, damages or other payments including, without limitation, all costs incurred in connection with the application of insurance or condemnation awards to restore or repair any Mortgaged Property, including reasonable appraiser fees; and

          (g)     any transfer taxes, documentary taxes, assessments or charges made by any governmental authority, by reason of the execution, delivery, filing, recordation, performances or enforcement of any of the Loan Documents; provided the Borrower Parties will not be obligated to pay any franchise, excise, estate, inheritance, income, excess profits or similar tax on Xxxxxx Mae.

          Section 5.     Property Management Agreements.  Exhibit AA is hereby deleted in its entirety and replaced with the Exhibit AA attached to this Amendment.

          Section 6.     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 7.     Reaffirmation.  The REIT and OP hereby reaffirm their obligations under the Agreement as Borrower.

- 3 -

          Section 8.     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 9.     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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 4 -

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
	By:
	Name:		Xx Xxxxxxxx
	Title:		Senior Vice President and Treasurer
	MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership
	By:	Mid-America Apartment Communities, Inc., a Tennessee corporation, its general partner
		By:
		Name:		Xx Xxxxxxxx
		Title:		Senior Vice President and Treasurer
[SIGNATURES FOLLOW ON NEXT PAGE]

- 5 -

	LENDER:
	PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation
	By:
	Name:	Xxxxxx X. Xxxxxxxxx
	Title:	Vice President
[SIGNATURES FOLLOW ON NEXT PAGE]

- 6 -

XXXXXX MAE:

XXXXXX XXX, a federally-chartered and stockholder-owned corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716, et seq.

By:

Name:

Title:

- 7 -

EXHIBIT A

SCHEDULE OF INITIAL MORTGAGED PROPERTIES
AND INITIAL VALUATIONS

Property Name		County		Property Location		Initial Valuation
Abbington Place		Madison		Huntsville, AL		$	4,670,000
Xxxxxxx Xxxx Xxxxxxxxxx		Xxxxxxxxxx		Xxxxxxxxxx, XX		$	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 Xxxxxxxx		Xxxxxx		Bowling Green, KY		$	10,900,000
Paddock Club Murfreesboro		Xxxxxxxxxx		Murfreesboro, TN		$	14,160,000
Whisperwood		Muscogee		Columbus, GA		$	49,900,000
River Trace I		Shelby		Memphis, TN		$	8,975,000
Wildwood I		Xxxxxx		Thomasville, GA		$	3,825,000
Three Oaks I		Lowndes		Valdosta, GA		$	3,950,000
Xxxxxxxx Xxxxxxx		Xxxxxxxx		Xxxxxxx, XX		$	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
TPC Huntsville		Madison		Huntsville, AL		$	17,800,000
Eagle Ridge		Birmingham		Birmingham, AL		$	8,400,000
River Hills		Grenada		Grenada, MS		$	1,600,000
Xxxxxxxxx Xxxxxxx		Xxxxxxxxx		Xxxxxxxxxx, XX		$	19,825,000
Woodwinds		Aiken		Aiken, SC		$	7,000,000
Tanglewood		Xxxxxxxx		Anderson, SC		$	5,110,000
Wood Hollow		Xxxxx		Jacksonville, FL		$	22,800,000
Terraces at Towne Lake I		Cherokee		Woodstock, GA		$	16,450,000
Grand Reserve		Fayette		Lexington, KY		$	23,200,000
Belmere		Hillsborough		Tampa, FL		$	11,150,000
Xxxxxxxx Xxxxx (WV)		Madison		Jackson, TN		$	4,960,000
Crosswinds		Xxxxxx		Jackson, MS		$	13,420,000
Fairways at Royal Oak		Clermont		Cincinnati, OH		$	9,800,000
Hermitage at Beechtree		Wake		Cary, NC		$	8,720,000
Hidden Lake II		Xxxxxx		Union City, GA		$	7,050,000
High Ridge		Xxxxxx		Athens, GA		$	6,600,000
Xxxxxx Commons		Greenville		Greenville, SC		$	12,380,000
Xxxxx Station		Shelby		Memphis, TN		$	15,800,000
Lakepointe		Fayette		Lexington, KY		$	4,425,000
Lakeside		Xxxxx		Jacksonville, FL		$	21,100,000
Xxxxx Oaks		Xxxxx		Atlantic Beach, FL		$	5,500,000
Napa Valley		Pulaski		Little Rock, AR		$	10,500,000
Park Haywood		Greenville		Greenville, SC		$	5,600,000
Park Place		Spartanburg		Spartanburg, SC		$	6,470,000
Pear Orchard		Madison		Jackson, MS		$	15,700,000

Property Name		County		Property Location		Initial Valuation
Savannah Creek		DeSoto		Southaven, MS (Memphis suburb)		$	9,550,000
Xxxxxxxxxx Xxxxxxxxxx		Xxxxxxxx		Xxxxxxx, XX		$	9,567,000
Somerset		Xxxxx		Jackson, MS		$	3,160,000
Southland Station I		Houston		Warner Robins, GA		$	7,300,000
Steeplechase		Xxxxxxxx		Chattanooga, TN		$	4,000,000
Xxxxxx Place		DeSoto		Southaven, MS (Memphis suburb)		$	10,800,000
Xxxxxxx Xxxx		Seminole		Altamonte Springs, FL		$	14,750,000
Village		Fayette		Lexington, KY		$	10,340,000
Xxxxxxxx Xxxxx X		Xxxxxxx		Xxxxxx Xxxx, XX		$	7,010,000
Xxxxxx Xxxxx		Xxxxxxxx		Xxxxxxxx, XX		$	10,150,000
Links at Carrollwood		Hillsborough		Tampa, FL		$	13,050,000
Grand View		Nashville		Nashville, TN		$	26,805,000
Three Oaks II		Lowndes		Valdosta, GA		$	4,737,000
Wildwood II		Xxxxxx		Thomasville, GA		$	3,950,000
Lighthouse Court		Clay		Orange Park, FL		$	40,092,000
Colony at South Park		Aiken		Aiken, SC		$	8,100,000
Woodstream		Guilford		Greensboro, NC		$	11,300,000
Xxxxxx Creek		Xxxxx		XxXxxxxxx, GA		$	12,783,000
Eastview		Shelby		Memphis, TN		$	8,262,000
Cedar Mill		Shelby		Memphis, TN		$	9,130,000
Xxxxxxxx Pointe		Xxxxxxxx		Chattanooga, TN		$	13,100,000
Hidden Creek		Xxxxxxxx		Chattanooga, TN		$	11,100,000
Lakeshore Landing		Madison		Jackson, MS		$	8,925,000
River Trace II		Shelby		Memphis, TN		$	6,675,000
Vistas		Xxxx		Macon, GA		$	8,000,000

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 Xxxxxxxxxx		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.	Xxxxxxxx Xxxxx (WV)		Mid-America Apartments, L.P.
30.	Crosswinds		Mid-America Apartments, L.P.
31.	Fairways at Royal Oak		Mid-America Apartments, L.P.
32.	Grand Reserve		Mid-America Apartments, L.P.
33.	Hermitage at Beechtree		Mid-America Apartments, L.P.
34.	Hidden Lake II		Mid-America Apartments, L.P.
35.	High Ridge		Mid-America Apartments, L.P.
36.	Xxxxxx Commons		Mid-America Apartments, L.P.
37.	Xxxxx Station		Mid-America Apartments, L.P.

38.	Lakepointe		Mid-America Apartments, L.P.
39.	Lakeside		Mid-America Apartments, L.P.
40.	Xxxxx Oaks		Mid-America Apartments, L.P.
41.	Napa Valley		Mid-America Apartments, L.P.
42.	Park Haywood		Mid-America Apartments, L.P.
43.	Park Place		Mid-America Apartments, L.P.
44.	Pear Orchard		Mid-America Apartments, L.P.
45.	Savannah Creek		Mid-America Apartments, L.P.
46.	Shenandoah Petersburg		Mid-America Apartments, L.P.
47.	Somerset		Mid-America Apartments, L.P.
48.	Southland Station I		Mid-America Apartments, L.P.
49.	Steeplechase		Mid-America Apartments, L.P.
50.	Xxxxxx Place		Mid-America Apartments, L.P.
51.	Terraces at Towne Lake I		Mid-America Apartments, L.P.
52.	Xxxxxxx Xxxx		Mid-America Apartments, L.P.
53.	Village		Mid-America Apartments, L.P.
54.	Westside Creek I		Mid-America Apartments, L.P.
55.	Willow Creek		Mid-America Apartments, L.P.
56.	Links at Carrollwood		Mid-America Apartments, L.P.
57.	Grand View		Mid-America Apartments, L.P.
58.	Three Oaks II		Mid-America Apartments, L.P.
59.	Wildwood II		Mid-America Apartments, L.P.
60.	Lighthouse Court		Mid-America Apartments, L.P.
61.	Colony at South Park		Mid-America Apartments, L.P.
62.	Woodstream		Mid-America Apartments, L.P.
63.	Xxxxxx Creek		Mid-America Apartments, L.P.
64.	Eastview		Mid-America Apartments, L.P.
65.	Cedar Mill		Mid-America Apartments, L.P.
66.	Xxxxxxxx Pointe		Mid-America Apartments, L.P.
67.	Hidden Creek		Mid-America Apartments, L.P.
68.	Lakeshore Landing		Mid-America Apartments, L.P.
69.	River Trace II		Mid-America Apartments, L.P.
70.	Vistas		Mid-America Apartments, L.P.