FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
Exhibit 10.13
FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 11th day of December, 2003, 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 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 (the “Original Master Agreement”), which has been amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003 (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 (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 provide for the addition of the Mortgaged Property known as Lighthouse Court to the Collateral Pool under the terms of the Master Agreement.
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 the addition of the Lighthouse Court as an Additional Mortgaged Property in the Collateral Pool.
Section 2. Conservation Easement. Borrower hereby agrees that the conservation easement referenced in the letter attached as Exhibit B hereto shall be released and amended as provided therein to Lender’s satisfaction within 120 days of the date hereof. Borrower further agrees to remove the Mortgaged Property known as Lighthouse Court from the Collateral Pool if
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the above-referenced conservation easement is not released and amended within such time-frame.
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 REIT and OP hereby reaffirm their obligations under the Agreement as Borrower.
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.
[Remainder of this page intentionally left blank]
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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/ XXXXX X.X. XXXXXXXXX | |
| Xxxxx X.X. Xxxxxxxxx Executive Vice President | ||
| MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership | ||||
| By: | Mid-America Apartment Communities, Inc., a Tennessee corporation, its general partner
| |||
| By: | /s/ XXXXX X.X. XXXXXXXXX | |||
| Xxxxx X.X. Xxxxxxxxx Executive Vice President | ||||
[Signatures follow on next page]
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| LENDER:
| ||
| PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation | ||
| By: | /s/ XXXXXX X. XXXXXXXXX | |
| Name: | Xxxxxx X. Xxxxxxxxx | |
| Title: | Vice President | |
[Signatures follow on next page]
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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 | |||
| Paddock Club Xxxxxxxxxx |
Montgomery | Montgomery, AL | $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 | |||
| Stonemill Village |
Jefferson | Louisville, KY | $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 | |||
| Island Retreat |
Xxxxx | St. Xxxxxx Island, GA | $5,400,000 | |||
| 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 |
| Property Name |
County |
Property Location |
Initial Valuation | ||||
| 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 | |||
| 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 | |||
| Xxxxxxxxxx Xxxxx |
Xxxx | Xxxxxx Xxxx, XX | $ | 40,092,000 | |||
EXHIBIT B
(St. John’s Letter Attached)
