AMENDMENT NO. 1 TO THE FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
MID-AMERICA APARTMENTS, L.P.
Pursuant to Article XI of the First Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of
Mid-America Apartments, L.P. (the "Partnership"), the
undersigned, being the sole general partner of the Partnership,
hereby amends the Partnership Agreement as follows:
Article VI, Section 6.01 of the Partnership Agreement is
hereby amended by adding subparagraph (xix) as follows:
(xix) to execute and deliver or assume any note and
mortgage securing any loan insured by the Federal Home
Administration (the "FHA"), the U.S. Department of Housing
and Urban Development ("HUD") or any other public body
(individually, an "Agency" and, collectively, "Agencies")
over which the Secretary of Housing and Urban Development
(the "Secretary") has oversight responsibility, and to
execute any Regulatory Agreement and other documents
required by the Secretary or any Agency in connection with
any such loan. Any successor or substitute general partner
or person duly admitted as an additional general partner of
the Partnership shall, as a condition precedent to receiving
an interest as a general partner in the Partnership, agree
to be bound by the terms and conditions of any note,
mortgage and/or Regulatory Agreement and other documents and
instruments required in connection with any FHA, HUD or
other Agency insured loan to the same extent and on the same
terms and conditions as all other general partners. Upon
any dissolution of the Partnership, no title or right to
possession and control of any property subject to any FHA,
HUD or Agency insured loan, and no right to collect the
rents therefrom, shall pass to any person who is not bound
by any Regulatory Agreement affecting such property in a
manner satisfactory to the Secretary or the appropriate
Agency.
IN WITNESS WHEREOF, the foregoing Amendment No. 1 to the
First Amended and Restated Agreement of Limited Partnership of
Mid-America Apartments, L.P. has been signed and delivered as of
this 28th day of June, 1994 by the undersigned as general partner
of the Partnership.
MID-AMERICA APARTMENT COMMUNITIES, INC.
as General Partner
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President
