EXHIBIT 10.9
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Eighth Amendment to Revolving Credit Agreement (the "Eighth
Amendment") is dated as of April 19, 2001, 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"), AMSOUTH BANK, an Alabama banking corporation, as
Administrative Agent for the Lenders, its successors and assigns (in such
capacity, the "Administrative Agent"), and COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as Co-Arranger and Syndication 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 thereto dated as of May 15,
1998, by Second Amendment thereto dated as of October 1, 1998, by Third
Amendment thereto dated as of November 12, 1998, by Fourth Amendment thereto
dated as of March 31, 1999, by Fifth Amendment thereto dated as of May 28, 1999,
by Sixth Amendment thereto dated as of November 12, 1999, and by Seventh
Amendment thereto dated as of July 21, 2000 (as it may be amended further from
time to time, the "Agreement"). Unless otherwise defined in this Eighth
Amendment, capitalized terms shall have the meaning assigned to them in the
Agreement.
B. The Borrowers have requested that the Agreement be amended to
modify certain provisions of the Agreement.
C. The parties to the Agreement desire to execute this Eighth
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
"$85,000,000" and replacing it with the amount of "$70,000,000".
2. SECTION 1.3, Commitments, is hereby amended by deleting the amount of
"$85,000,000.00" and replacing it with the amount of "$70,000,000.00".
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3. SECTION 1.11(a), Letter of Credit Fees, is hereby deleted in its
entirety and replaced with the following:
(a) Letter of Credit Fees
The Borrowers shall pay to the Lenders in accordance with their
respective Proportionate Share an annual fee for the issuance of each
Letter of Credit; and any such fee shall be paid annually in advance
for the entire period of time that such Letter of Credit is
outstanding (the "Letter of Credit Fee"). The Letter of Credit Fee
described herein shall be paid as follows:
ADVANCES UNDER SWING LINE FACILITY AND
NOTES PLUS LETTERS OF CREDIT/DEVELOPMENT ADJUSTED NOI/ASSUMED LETTER OF CREDIT
PROJECT COSTS PLUS VALUE OF STABILIZED PROPERTIES DEBT SERVICE FEE
------------------------------------------------- -------------------- ----------------
$55% but less than 57% $1.75 but less than 1.8 1.65%
$52.5% but less than 55% $1.8 but less than 1.9 1.55%
$50% but less than 52.5% $1.9 but less than 2.0 1.45%
less than 50% $2.0 1.05%
If the calculation of the two covenants used to determine the Letter
of Credit Fee would result in two different Letter of Credit Fees, the higher
Letter of Credit Fee shall be deemed the applicable Letter of Credit Fee.
4. SECTION 1.11(c), Facility Fees, is hereby deleted in its entirety and
replaced with the following:
(c) Facility Fee
The Borrowers shall pay to the Lenders in accordance with their
respective Proportionate Share an annual fee quarterly in arrears
beginning April 19, 2001 (the "Facility Fee"). Said Facility Fee shall
be in the amount of 15 basis points of the aggregate outstanding
amount of the Loans.
5. The parties acknowledge that in determining compliance with the
dividend payout ratio set forth in SECTION 6.7 of the Agreement, the
amount of dividends paid and Funds from Operations shall be calculated
on a rolling 12-month period.
6. SECTION 6.8, Other Financial Covenants, is hereby amended as follows:
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(a) Subsection (f) is hereby deleted in its entirety and replaced with the
following (which change shall be reflected on the Debt Covenant
Worksheet for Compliance Certificate, as appropriate):
(f) Beginning with the quarter ended June 30, 2001, 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 1.75 to 1.0.
(b) Subsection (h) is hereby deleted in its entirety and replaced with the
following (which change shall be reflected on the Debt Covenant
Worksheet for Compliance Certificate, as appropriate):
(h) Beginning with the quarter ended June 30, 2001, 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 1.50 to 1.0.
7. SECTION 11.1, Definitions, is hereby amended as follows:
(a) The definition of "Advance Rate" is hereby amended by replacing
the current Advance Rate for Stabilized Properties of "60%" (in
subparagraph (b) thereof) with the new Advance Rate of "57%". All
references to "60%" in said definition are hereby replaced with "57%".
(b) The definition of "Borrowing Base" is hereby amended by
replacing "$30,000,000" (the sublimit for Development Projects) with
"$25,000,000" and by adding to the end of said definition the
following sentence: "Commencing April 19, 2001, said $25,000,000
limitation for Development Projects shall have a sublimit of
$10,000,000 for Development Projects for which all appropriate
Certificates of Occupancy have not yet been issued."
(c) The definition of "Margin" is hereby deleted in its entirety
and replaced with the following:
MARGIN, effective April 19, 2001, shall be determined based upon
either (i) the then applicable ratio of the average for the prior 6-month period
of advances under the Swing Line Facility and the Notes plus the sum of all
Letters of Credit outstanding as of the last day of the applicable quarter to
the sum of Development Project Costs as of the last day of the applicable
quarter and the value of all Stabilized Properties as of said day (based on the
Adjusted NOI of said Stabilized Properties, as may be adjusted pursuant to
subparagraphs (d) and (e) of the definition of "Advance Rate" set forth
SECTION 11.1 hereof) or (ii) the then applicable ratio of Adjusted NOI for all
Mortgaged Properties (based on the prior three months annualized) to Assumed
Debt Service, as follows:
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ADVANCES UNDER SWING LINE FACILITY AND
NOTES PLUS LETTERS OF CREDIT/DEVELOPMENT ADJUSTED NOI/ASSUMED
PROJECT COSTS PLUS VALUE OF STABILIZED PROPERTIES DEBT SERVICE LIBOR MARGIN
------------------------------------------------- -------------------- ------------
$55% but less than 57% $1.75 but less than 1.8 165 basis points
$52.5% but less than 55% $1.8 but less than 1.9 155 basis points
$50% but less than 52.5% $1.9 but less than 2.0 145 basis points
less than 50% $2.0 135 basis points
If the calculation of the two covenants used to determine the Margin
after April 19, 2001, would result in two different Margins, the higher Margin
shall be deemed the applicable Margin.
(d) The definition of "Total Market Value of Assets" is hereby
amended by adding to the end of said definition the following
sentence: "For purposes of this definition only, the general and
administrative expenses of the Borrowers shall be excluded from the
calculation of EBITDA.
8. SCHEDULE 1 is hereby deleted in its entirety and replaced with
SCHEDULE 1 attached hereto and made a part hereof.
9. SCHEDULE 2 is hereby deleted in its entirety and replaced with
SCHEDULE 2 attached hereto and made a part hereof.
10. SCHEDULE 3 is hereby deleted in its entirety and replaced with
SCHEDULE 3 attached hereto and made a part hereof.
11. This Eighth Amendment shall not be effective until the following
conditions have been fulfilled:
a. The Administrative Agent has received a fully executed original
of this Eighth 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. Any fees required as a result of this Eighth Amendment 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;
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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 Eighth Amendment as
of the date first set forth above.
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Signature page to
Eighth Amendment to
Revolving Credit Agreement
MID-AMERICA APARTMENT
COMMUNITIES, INC.
By
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Name
---------------------------------
Title
--------------------------------
Signature page to
Eighth 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
Eighth Amendment to
Revolving Credit Agreement
AMSOUTH BANK,
in its individual capacity as Lender
and as Administrative Agent
By
-----------------------------------
Name
---------------------------------
Title
--------------------------------
Signature page to
Eighth Amendment to
Revolving Credit Agreement
COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN
BRANCHES, in its individual capacity as
Lender and as Co-Arranger and Syndication
Agent
By
----------------------------------
Name
---------------------------------
Title
--------------------------------
By
----------------------------------
Name
---------------------------------
Title
--------------------------------
Signature page to
Eighth Amendment to
Revolving Credit Agreement
FIRST TENNESSEE BANK, N.A.
By
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Name
---------------------------------
Title
--------------------------------
SCHEDULE 1
LIST OF LENDERS PERCENTAGE
--------------- ----------
AmSouth Bank 35.71%
First Tennessee Bank, N.A. 28.58%
Commerzbank AG, New York
and Grand Cayman Branches 35.71%
-------
TOTAL 100.0 %
SCHEDULE 2
[CURRENT LIST OF PROPERTIES]
AVAILABILITY
PROPERTY ADVANCE RATE AS OF 4/18/01
-------- ------------ -------------
I. Stabilized Properties:
1. Reflection Pointe (MS) 57% $6,869,628
2. Anatole (FL) 57% 5,119,248
3. Township (VA) 57% 6,948,888
4. Sterling Ridge (GA) 57% 4,361,652
5. Reserve at Dexter I (TN) 57% 6,191,976
6. Paddock Club Panama City (FL) 57% 6,788,508
II. Development Projects:
1. Grande View Nashville (TN) 40% of cost $13,252,963
2. Grand Reserve Lexington (KY) 40% of cost 12,768,986
3. Reserve at Xxxxxx XX (TN) 40% of cost 9,918,000
4. Kenwood Club Katy (TX) 37% of cost 6,055,493
5. Reserve at Dexter III (TN) 40% of cost 2,992,812
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
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. Xxxxxx Xxxxx
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
