THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
THIRTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED
(MAA
I)
THIS
THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY
AGREEMENT (the “Amendment”)
is effective as of the 30th day of
January, 2008, 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
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, Second Amendment to Third Amended
and Restated Master Credit Facility Agreement dated as of August 3, 2004, Third
Amendment to Third Amended and Restated Master Credit Facility Agreement dated
as of December 1, 0000, Xxxxxx Xxxxxxxxx to Third Amended and Restated Master
Credit Facility Agreement dated as of March 31, 2005, Fifth Amendment to Third
Amended and Restated Master Credit Facility Agreement dated as of September 23,
2005, Sixth Amendment to Third Amended and Restated Master Credit Facility
Agreement dated as of February 22, 2006, Seventh Amendment to Third Amended and
Restated Master Credit Facility Agreement dated as of March 30, 2006, Eighth
Amendment to Third Amended and Restated Master Credit Facility Agreement dated
as of December 1, 2006, Ninth Amendment to Third Amended and Restated Master
Credit Facility Agreement dated as of December 28, 2006, Tenth Amendment to
Third Amended and Restated Master Credit Facility Agreement dated as of February
15, 2007, Eleventh Amendment to Third Amended and Restated Master Credit
Facility Agreement dated as of July 1, 2007, and Twelfth Amendment to Third
Amended and Restated Master Credit Facility Agreement dated as of September 1,
2007 (as amended, modified or restated 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
reflect (i) the extension of the Variable Facility Termination Date under the
Other Credit Agreement as reflected on Schedule I to the
Master Agreement attached hereto and (ii) the pledge of additional Approved
Swaps as reflected on Schedule II to the
Master Agreement attached hereto.
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. Schedule
I. Pursuant to that certain Eighteenth Amendment to Second
Amended and Restated Master Credit Facility Agreement dated as of even date
herewith, Borrower and Lender have agreed to extend the Variable Facility
Termination Date under the Other Credit Agreement. Accordingly, Schedule I is hereby
deleted in its entirety and replaced with the Schedule I attached to this
Amendment.
Section
2. Schedule
II. Schedule II is hereby
deleted in its entirety and replaced with the Schedule II attached
to this Amendment.
Section
3. 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
4. Reaffirmation. The Borrower
hereby reaffirms its obligations under the Master Agreement.
Section
5. 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
6. 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]
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:
/s/ Xx Xxxxxxxx
Name: Xx
Xxxxxxxx
Title:
Executive 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: /s/
Xx Xxxxxxxx
Name: Xx
Xxxxxxxx
Title:
Executive Vice President and Treasurer
[Signatures
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LENDER:
PRUDENTIAL
MULTIFAMILY MORTGAGE INC., aDelaware corporation
By: /s/
Xxxxxx X. Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title: Vice
President
