EXHIBIT 10.4
SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Sixth Amendment to Revolving Credit Agreement (the "Sixth
Amendment") is dated as of November 12, 1999, 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 AMSOUTH BANK, an Alabama banking corporation,
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 Revolving Credit Agreement dated as of March 16, 1998,
executed in amendment and restatement of that certain Revolving Credit Agreement
among MAAC, Mid-America, the Administrative Agent and certain lenders, dated
November 20, 1997, as amended by First Amendment to Revolving Credit Agreement
dated as of May 15, 1998, by Second Amendment to Revolving Credit Agreement
dated as of October 1, 1998, by Third Amendment to Revolving Credit Agreement
dated as of November 12, 1998, by Fourth Amendment to Revolving Credit Agreement
dated as of March 31, 1999, and by Fifth Amendment to Revolving Credit Agreement
dated as of May 28, 1999 (as it may be amended further from time to time, the
"Agreement"). Unless otherwise defined in this Sixth Amendment, capitalized
terms shall the meaning assigned to them in the Agreement.
B. The Borrowers have requested that the Agreement be amended to
extend the Maturity Date and to modify certain other provisions of the
Agreement.
C. The parties to the Agreement desire to execute this Sixth
Amendment to evidence the extension of the Maturity Date and the other
modifications.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals, the parties
hereby agree as follows:
1. SECTION 1.1, The Loans, is hereby amended by deleting the amount of
"$200,000,000" and replacing it with the amount of "$150,000,000".
2. SECTION 1.3, Commitments, is hereby amended by deleting the amount of
"$200,000,000.00" and replacing it with the amount of
"$150,000,000.00".
3. SECTION 1.11(A), Letter of Credit Fees, is hereby amended by replacing
the percentage of (a) one and fifteen hundredths of one percent (1.15%)
with one and fifty hundredths of one percent (1.50%), and (b) one
fortieth of one percent (.025%) with
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five hundredths of one percent (.05%), to be effective for any Letters
of Credit issued or renewed after the date of this Sixth Amendment.
4. SECTION 1.11(C), Facility Fee, is hereby deleted in its entirety and
replaced with the following:
(c) Facility Fee
The Borrowers shall pay to Lenders in accordance with their
respective Proportionate Share an annual fee quarterly in arrears
beginning December 31, 1999 (the "Facility Fee"). Said Facility Fee
shall be determined based upon the then current ratio of Total
Liabilities to Total Market Value of Assets, as follows:
TOTAL LIABILITIES/TOTAL
MARKET VALUE OF ASSETS FACILITY FEE
< 55% 20 basis points
> 55% but <60% 20 basis points
-
> 60% 25 basis points
-
5. SECTION 1.11, Fees, is further amended by adding the following
subclauses:
(i) In consideration of this Sixth Amendment, the Borrowers shall pay
to the Lenders on the date hereof an extension fee equal to 22.5 basis
points of the Commitments ($337,500.00). An additional extension fee
shall be payable by the Borrowers to the Administrative Agent on the
date hereof pursuant to a separate letter agreement between the
Administrative Agent and the Borrowers.
(j) The Borrowers shall pay the Administrative Agent such other fees as
required by the Administrative Agent in a separate letter agreement
between the Administrative Agent and the Borrowers.
6. SECTION 1.13, Interest, is hereby amended by deleting therefrom
subclause (e)(1).
7. SECTION 6.8, Other Financial Covenants, is hereby amended as follows:
(a) Subsection (a) is hereby amended by replacing "sixty percent (60%)"
with "sixty-two percent (62%)".
(b) Subsection (b) is hereby amended by replacing "ten percent (10%)"
with "seven and one-half of one percent (7.5%)".
(c) Subsection (c) is hereby amended by replacing "1.75" with "1.70".
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(d) Subsection (e) is hereby deleted in its entirety and replaced with
the following:
(e) Fail to maintain at all times a consolidated Tangible Net Worth
which is not less than Five Hundred Fifty Million Dollars
($550,000,000) plus seventy percent (70%) of net proceeds of new
equity offerings, which calculation shall include accumulated
depreciation.
(e) Subsection (f) is hereby deleted in its entirety and replaced with
the following:
(f) Through the quarter ended June 30, 2000, permit the ratio of
Adjusted NOI for all Mortgaged Properties (based on the prior three (3)
months, annualized) to Assumed Debt Service to be less than 1.25 to
1.0. For the quarter ended September 30, 2000, permit such ratio to be
less than 1.35 to 1.0. Thereafter, permit such ratio to be less than
1.50 to 1.0.
(f) Subsection (g) is hereby amended by replacing "22.5%" with "10%".
(g) A new subsection (h) is hereby added as follows:
(h) Fail to maintain as of the end of each fiscal quarter a ratio
of Adjusted NOI from Stabilized Properties only (based on the prior
three (3) months, annualized) to Assumed Debt Service for the same
period (utilizing a 30-year assumed amortization period instead of
a 25-year period) of at least 1.25 to 1.0, commencing with the
quarter ended March 31, 2000.
8. SECTION 7.1, Events of Default, is hereby amended by deleting
subsection (k) thereof in its entirety and replacing it with the
following:
(k) if MAAC shall cease to be the sole general partner of Mid-America;
or if any single Person or related group of Persons shall control
more than twenty percent (20%), in the aggregate, of MAAC's voting
shares and Mid- America's partnership interests. Exchanges by
existing limited partners of Mid-America of their respective
limited partnership interests for capital stock of MAAC, not
exceeding, in the aggregate, as to all such exchanges, transfers of
not more than thirty-five percent (35%) of the partnership
interests of Mid- America, shall not constitute an Event of
Default; or
9. SECTION 10.6, Amendments and Waivers, is hereby amended by adding a new
subsection (h) as follows:
(h) permits a change in control. For purposes of this subsection (h), a
"change in control" shall have occurred if MAAC shall cease to be
the sole general
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partner of Mid-America or if any single Person or related group of
Persons shall control more than twenty percent (20%), in the
aggregate, of MAAC's voting shares and Mid-America's partnership
interests. Exchanges by existing limited partners of Mid-America of
their respective limited partnership interests for capital stock of
MAAC, not exceeding, in the aggregate, as to all such exchanges,
transfers of not more than thirty-five percent (35%) of the
partnership interests of Mid-America, shall not constitute a change
in control hereunder.
10. SECTION 11.1, Definitions, is hereby amended as follows:
(a) The definition of "Borrowing Base" is hereby amended by (i)
deleting the last sentence thereof (added pursuant to the Fourth
Amendment) and (ii) replacing "$50,000,000" with "$41,250,000".
Commencing January 1, 2001, said $41,250,000 limitation shall have a
sublimit of $15,000,000 for Development Projects for which all
appropriate Certificates of Occupancy have not yet been issued.
(b) The definition of "Fees" is hereby amended by replacing "(E)" with
"(J)".
(c) The definition of "Margin" is hereby deleted in its entirety and
replaced with the following:
MARGIN shall be determined based upon the then applicable ratio of
Total Liabilities to Total Market Value of Assets, as follows:
TOTAL LIABILITIES/TOTAL
MARKET VALUE OF ASSETS LIBOR MARGIN
< 55% 145 basis points
> 55% but <60% 165 basis points
-
> 60% 175 basis points
-
(d) The definition of "Maturity Date" is hereby amended by replacing
"November 24, 2000" with "November 24, 2001".
11. The parties hereto acknowledge and agree that EBITDA shall include
Borrowers' pro rata share of NOI directly resulting from any joint
venture arrangement with any Person.
12. SCHEDULE 1 is hereby deleted in its entirety and replaced with
SCHEDULE 1 attached hereto and made a part hereof.
13. SCHEDULE 2 is hereby deleted in its entirety and replaced with
SCHEDULE 2 attached hereto and made a part hereof.
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14. SCHEDULE 3 is hereby deleted in its entirety and replaced with
SCHEDULE 3 attached hereto and made a part hereof.
15. SCHEDULE 4 is hereby deleted in its entirety and replaced with
SCHEDULE 4 attached hereto and made a part hereof.
16. EXHIBIT J is hereby amended by replacing the Debt Covenant Worksheet
for Compliance Certificate with the Worksheet attached hereto and made
a part hereof.
17. This Sixth Amendment shall not be effective until the following
conditions have been fulfilled:
a. The Administrative Agent has received a fully executed original of
this Sixth Amendment;
b. The Administrative Agent has received an original Note executed to
the order of each Lender, in the principal amount of such Lender's
commitment and evidencing such Lender's Loans;
c. The fees required herein have been received by the Administrative
Agent;
d. The Administrative Agent has received appropriate resolutions of
the Borrowers and the Subsidiaries authorizing the transactions
contemplated herein;
e. 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
f. The Administrative Agent has received a confirmation from each
Subsidiary that is a Mortgagor that its Subsidiary Guaranty is in
full force and effect.
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.
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as
of the date first set forth above.
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Signature page to
Sixth Amendment to Revolving Credit Agreement
MID-AMERICA APARTMENT
COMMUNITIES, INC.
By __________________________________
Name________________________________
Title_________________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
MID-AMERICA APARTMENTS, L.P.
By Mid-America Apartment
Communities, Inc.
Its Sole General Partner
By _________________________________
Name_______________________________
Title________________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
AMSOUTH BANK,
in its individual capacity as Lender
and as Administrative Agent
By __________________________________
Name________________________________
Title_________________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
HIBERNIA NATIONAL BANK
By ________________________________
Name______________________________
Title_______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By _______________________________
Name_____________________________
Title______________________________
By _______________________________
Name_____________________________
Title______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
PNC BANK, NATIONAL ASSOCIATION
By _______________________________
Name_____________________________
Title______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
FIRST TENNESSEE BANK, N.A.
By _______________________________
Name_____________________________
Title______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
NATIONAL BANK OF COMMERCE
By _______________________________
Name_____________________________
Title______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
MELLON BANK, N.A.
By _______________________________
Name_____________________________
Title______________________________
Signature page to
Sixth Amendment to Revolving Credit Agreement
NATIONAL BANK OF COMMERCE OF
BIRMINGHAM
By _______________________________
Name_____________________________
Title______________________________
SCHEDULE 1
LIST OF LENDERS PERCENTAGE
--------------- ----------
AmSouth Bank 19.1667%
Hibernia National Bank 10.0%
National Bank of Commerce 7.5%
of Birmingham
First Tennessee Bank, N.A. 13.3333%
Commerzbank AG, New York 12.0%
and Grand Cayman Branches
PNC Bank, National Association 14.0%
National Bank of Commerce 10.0%
Mellon Bank, N.A. 14.0%
---------
TOTAL 100.0%
SCHEDULE 2
[CURRENT LIST OF PROPERTIES]
AVAILABILITY
PROPERTY ADVANCE RATE AS OF [9/30/99]
-------- ------------ ---------------
I. STABILIZED PROPERTIES:
1. Reflection Point (MS) 60% $ 7,441,787
2. Anatole (FL) 60% 5,505,411
3. Whisperwood (GA) 60% 14,529,411
4. Whisperwood Spa I (GA) 60% 9,381,347
5. Township (VA) 60% 6,473,053
6. Sterling Ridge (GA) 60% 4,685,646
7. Courtyards at Xxxxxxxx (TX) 60% 5,764,345
8. Deer Run (TX) 60% 7,566,720
9. MacArthur Ridge (TX) 60% 5,277,537
10. Whisperwood Spa II (GA) 60% 5,092,099
II. DEVELOPMENT PROJECTS:
1. Paddock Club Gainesville (FL) 50% of cost $ 8,332,491
2. Paddock Club Panama City (FL) 50% of cost 6,505,188
3. Grande View Nashville (TN) 50% of cost 4,272,800
4. Paddock Club Murfreesboro (TN) 50% of cost 7,401,442
5. Grand Reserve Lexington (KY) 50% of cost 7,465,847
6. Reserve at Dexter (TN) 50% of cost 6,921,261
SCHEDULE 3
[NOTICE ADDRESSES]
AmSouth Bank
Real Estate Department
9th Floor
AmSouth/Sonat Building
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxx
Hibernia National Bank
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attn: Xx. Xxxxxx Xxxxx
First Tennessee Bank, N.A.
1st Floor-Real Estate
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attn: Ms. Xxxxxxxx Xxxxxxx
Commerzbank AG, New York
and Grand Cayman Branches
Two World Financial Center
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxx Xxxxxxx
PNC Bank, N.A.
000 0xx Xxxxxx
Mail Stop #P1-POOP-19-2
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxxxxx
National Bank of Commerce
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx
Xxxxxx Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
Attn: Xx. Xxxx X. Xxxxxx, CPM
National Bank of Commerce of Birmingham
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. X. Xxxxxx Volman
Mid-America Apartment Communities, Inc.
0000 Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxx X.X. Xxxxxxxxx
Mid-America Apartments, L.P.
0000 Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxx X.X. Xxxxxxxxx
SCHEDULE 4
[SUBSIDIARIES & OWNERSHIP]
Whisperwood Associates, A Limited Partnership, a Georgia limited partnership
Whisperwood Spa & Club, A Limited Partnership, a Georgia limited partnership
Mid-America Apartments of Texas, L.P., a Texas limited partnership
MID-AMERICA APARTMENT COMMUNITIES
REVOLVING CREDIT AGREEMENT
DEBT COVENANT WORKSHEET
FOR COMPLIANCE CERTIFICATE
Quarter Quarter
Ending Ending Annualized
--------- --------- ----------
Total Liabilities
________________________________________________________________________________
EBITDA-MAA
________________________________________________________________________________
EBITDA-FDC
________________________________________________________________________________
EBITDA-Combined
________________________________________________________________________________
Total Market Value
________________________________________________________________________________
Total Liabilities/Total Market Value
________________________________________________________________________________
________________________________________________________________________________
TOTAL DEVELOPMENT AND JV INVESTMENT
As % of Total Market Value
________________________________________________________________________________
________________________________________________________________________________
Total Annualized Fixed Charges
________________________________________________________________________________
Preferred Dividend
________________________________________________________________________________
Principal (from below)
________________________________________________________________________________
Interest Total Annualized Fixed Charges
________________________________________________________________________________
EBITDA/ANNUALIZED FIXED CHARGES:
________________________________________________________________________________
Principal
________________________________________________________________________________
From Mac Schedule
________________________________________________________________________________
Westside Creek II
________________________________________________________________________________
FDC
________________________________________________________________________________
Total Principal
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
TOTAL ANNUALIZED DEBT SERVICE:
________________________________________________________________________________
Principal
________________________________________________________________________________
Interest
________________________________________________________________________________
Total Debt Service
________________________________________________________________________________
EBITDA/DEBT SERVICE
________________________________________________________________________________
________________________________________________________________________________
TANGIBLE NET WORTH
________________________________________________________________________________
Equity
________________________________________________________________________________
Less Intangibles
________________________________________________________________________________
Tangible Net Worth
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
AmSouth Properties only
________________________________________________________________________________
ADJUSTED NOI OF MORTGAGED PROPERTIES
________________________________________________________________________________
Assumed Debt Service
________________________________________________________________________________
Adjusted NOI/Assumed Debt Service
________________________________________________________________________________
________________________________________________________________________________
Dividend Payments
________________________________________________________________________________
Common Dividend Payment
________________________________________________________________________________
Preferred Dividend Payment
________________________________________________________________________________
Total Dividend Payment
________________________________________________________________________________
FFO
________________________________________________________________________________
FFO + Preferred Dividend
________________________________________________________________________________
TOTAL DIVIDENDS/FFO+PREFERRED
================================================================================
================================================================================
[QUARTER]
________________________________________________________________________________
>2.00:1.0 Debt Service Ratio
________________________________________________________________________________
>1.70:1.0 Fixed Charge Ratio
________________________________________________________________________________
>1.25:1.0 (through 6/30/00) Adjusted NOI Ratio
________________________________________________________________________________
>1.35:1.0 (quarter ended Adjusted NOI Ratio
9/30/00)
________________________________________________________________________________
>1.50:1.0 thereafter Adjusted NOI Ratio
________________________________________________________________________________
>$550MM with accumulated Net Worth
depreciation added back
________________________________________________________________________________
<7.5% MVA Development & Construction
Debt
________________________________________________________________________________
<90% FFO Dividend payout
________________________________________________________________________________
<62% Debt/Total Market Value of
Assets
________________________________________________________________________________
<10% Development Project Costs/
Total Market Value of Assets
________________________________________________________________________________
>1.25:1.0 Adjusted NOI Ratio
(Stabilized Properties)
================================================================================
