EX-10.17 8 exhibit_10-17.htm

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT

(MAA II)

          THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 1st day of October, 2004, 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”) (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”), and (iii) FANNIE MAE.

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, which was amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, as amended by that certain First Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, as further amended by that certain Second Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 30, 2004, as further amended by that certain Third Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, and as further amended by that certain Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 31, 2004 (as amended 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 Fannie Mae 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 Agreements and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie 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.  Fannie Mae 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 has also entered into that certain ISDA Master Agreement dated as of September 2, 2004 by and between Borrower, Mid-America Apartments of Texas, L.P., a Texas limited partnership (“MAA of Texas”, together with Borrower, the “Borrower Parties”), Deutsche Bank AG, New York (the “Counterparty”), and countersigned by Fannie Mae (together with all schedules thereto, the “Swap Documents”), pursuant to which the Counterparty agreed to provide interest rate protection for the Borrower Parties.

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          D.     Fannie Mae has agreed to credit enhance certain obligations under the Swap Documents.

          E.     Borrower and Lender are executing this Amendment pursuant to the Master Agreement (i) to provide for the addition of the Mortgaged Properties known as River Trace II and Vistas to the Collateral Pool, (ii) to provide for the release of the Mortgaged Property known as Island Retreat from, the Collateral Pool under the terms of the Master Agreement, and (iii) to provide that the Collateral under the Master Agreement also secure any liability Fannie Mae may incur as a result of its credit enhancement of the Swap Documents.

          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 PoolExhibit A to the Master Agreement is hereby deleted and replaced with the attached Exhibit A to reflect (i) the addition of River Trace II and Vistas as Additional Mortgaged Properties in the Collateral Pool, and (ii) the release of Island Retreat as a Mortgaged Property from the Collateral Pool.

          Section 2.     Expansion.  The Variable Facility Commitment is hereby increased by $5,634,000 and the definition of Variable Facility Commitment is hereby replaced in its entirety with the following new definition:

 

          “Variable Facility Commitment” means an aggregate amount of $495,991,000,which shall be evidenced by the Variable Facility Note in the form attached hereto as Exhibit I, plus such amount as the Borrower may elect to add to the Variable Facility Commitment in accordance with Article VIII, and plus such amount as the Borrower may elect to reborrow in accordance with Section 2.08, less such amount as the Borrower may elect to convert from the Variable Facility Commitment to the Fixed Facility Commitment in accordance with Article III and less such amount by which the Borrower may elect to reduce the Variable Facility Commitment in accordance with Article IX.

          Section 3.     Reserved Amount.  “Reserved Amount” means $104,009,000, unless Borrower elects in writing a lesser amount not to exceed $600,000,000 minus the amount of the Commitment in effect at any time, but in no event greater than $104,009,000.  The Fixed Facility Fee and the Variable Facility Fee shall not increase with respect to the Reserved Amount in the event of an Expansion for so long as the Borrower timely pays the Rate Preservation Fee on the Reserved Amount.

          Section 4.     Obligations SecuredThe Collateral under the Master Agreement shall also secure any and all liability Fannie Mae may incur in connection with Fannie Mae’s agreement to provide credit enhancement of the Swap Documents, including but not limited to:

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          (a)     any and all amounts provided by Fannie Mae under the credit enhancement;   

          (b)     any and all amounts to be paid by the Borrower Parties to replenish fully any reserve funds required under the Swap Documents; 

          (c)     any and all reasonable fees, costs, charges and expenses (including the fees and expenses of attorneys, accountants and other experts) which Fannie Mae may pay or incur in connection with any payment under any of the Swap Documents, including payments of any fees and charges in connection with any accounts established to facilitate payments under any Swap Document, or the performance of Fannie Mae’s obligations under any Swap Document;

          (d)     the amount of any fees, costs, or charges or expenses (including the fees and expenses of attorneys, accountants and other experts) incurred by Fannie Mae in connection with the administration or enforcement of or preservation of rights or remedies under this Agreement or any of the Loan Documents or in connection with the foreclosure upon, sale of or other disposition of any security granted pursuant to the Loan Documents;

          (e)     any payments or advances made by Fannie Mae on behalf of any Borrower pursuant to any of the Loan Documents;

          (f)     all costs and expenses incurred in connection with or related to the execution and delivery of each Swap Document, any tax or governmental charge imposed in connection with the execution and delivery of each Swap Document and the reasonable fees and disbursements of Fannie Mae’s counsel and accountants, including fees and expenses relating to any (a) amendments, consents or waivers to this Amendment or any of the Loan Documents (whether or not any such amendments, consents or waivers are entered into), (b) requests to evaluate any substitute or additional Collateral or the release of Collateral, (c) collection, disbursement or application of insurance or condemnation awards, proceeds, damages or other payments including, without limitation, all costs incurred in connection with the application of insurance or condemnation awards to restore or repair any Mortgaged Property, including reasonable appraiser fees; and

          (g)     any transfer taxes, documentary taxes, assessments or charges made by any governmental authority, by reason of the execution, delivery, filing, recordation, performances or enforcement of any of the Loan Documents; provided the Borrower Parties will not be obligated to pay any franchise, excise, estate, inheritance, income, excess profits or similar tax on Fannie Mae.

          Section 5.     Property Management Agreements.  Exhibit AA is hereby deleted in its entirety and replaced with the Exhibit AA attached to this Amendment.

          Section 6.     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 7.     ReaffirmationThe REIT and OP hereby reaffirm their obligations under the Agreement as Borrower.

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          Section 8.     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 9.     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 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:

 

 

 


 

 

Name:

Al Campbell

 

Title:

Senior 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:

 

 

 

 


 

 

 

Name:

Al Campbell

 

 

  Title:

Senior Vice President and Treasurer

 

 

 

 

 

 

 

 

[SIGNATURES FOLLOW ON NEXT PAGE]

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LENDER:

 

 

 

 

PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a
Delaware corporation

 

 

 

 

 

 

 

By:

 

 

 


 

 

Name:

Sharon D. Singleton

 

Title:

Vice President

 

 

 

[SIGNATURES FOLLOW ON NEXT PAGE]

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FANNIE MAE:

 

 

 

 

FANNIE MAE, a federally-chartered and stockholder-owned corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716, et seq.

 

 

 

 

 

 

 

By:

 

 

 


 

 

Name:

 

 

 


 

 

Title:

 

 

 


 

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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 Montgomery

 

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 Hartland

 

Warren

 

Bowling Green, KY

 

$

10,900,000

 

 

Paddock Club Murfreesboro

 

Rutherford

 

Murfreesboro, TN

 

$

14,160,000

 

 

Whisperwood

 

Muscogee

 

Columbus, GA

 

$

49,900,000

 

 

River Trace I

 

Shelby

 

Memphis, TN

 

$

8,975,000

 

 

Wildwood I

 

Thomas

 

Thomasville, GA

 

$

3,825,000

 

 

Three Oaks I

 

Lowndes

 

Valdosta, GA

 

$

3,950,000

 

 

Westbury Springs

 

Gwinnett

 

Lilburn, GA

 

$

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

 

Anderson

 

Anderson, SC

 

$

5,110,000

 

 

Wood Hollow

 

Duval

 

Jacksonville, FL

 

$

22,800,000

 

 

Terraces at Towne Lake I

 

Cherokee

 

Woodstock, GA

 

$

16,450,000

 

 

Grand Reserve

 

Fayette

 

Lexington, KY

 

$

23,200,000

 

 

Belmere

 

Hillsborough

 

Tampa, FL

 

$

11,150,000

 

 

Bradford Chase (WV)

 

Madison

 

Jackson, TN

 

$

4,960,000

 

 

Crosswinds

 

Rankin

 

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

 

Fulton

 

Union City, GA

 

$

7,050,000

 

 

High Ridge

 

Clarke

 

Athens, GA

 

$

6,600,000

 

 

Howell Commons

 

Greenville

 

Greenville, SC

 

$

12,380,000

 

 

Kirby Station

 

Shelby

 

Memphis, TN

 

$

15,800,000

 

 

Lakepointe

 

Fayette

 

Lexington, KY

 

$

4,425,000

 

 

Lakeside

 

Duval

 

Jacksonville, FL

 

$

21,100,000

 

 

Marsh Oaks

 

Duval

 

Atlantic Beach, FL

 

$

5,500,000

 

 

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

 

 





Property Name

 

County

 

Property Location

 

Initial Valuation


 


 


 


Savannah Creek

 

DeSoto

 

Southaven, MS (Memphis
suburb)

 

$

9,550,000

 

Shenandoah Petersburg

 

Columbia

 

Augusta, GA

 

$

9,567,000

 

Somerset

 

Hinds

 

Jackson, MS

 

$

3,160,000

 

Southland Station I

 

Houston

 

Warner Robins, GA

 

$

7,300,000

 

Steeplechase

 

Hamilton

 

Chattanooga, TN

 

$

4,000,000

 

Sutton Place

 

DeSoto

 

Southaven, MS (Memphis
suburb)

 

$

10,800,000

 

Tiffany Oaks

 

Seminole

 

Altamonte Springs, FL

 

$

14,750,000

 

Village

 

Fayette

 

Lexington, KY

 

$

10,340,000

 

Westside Creek I

 

Pulaski

 

Little Rock, AR

 

$

7,010,000

 

Willow Creek

 

Muscogee

 

Columbus, GA

 

$

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

 

Thomas

 

Thomasville, GA

 

$

3,950,000

 

Lighthouse Court

 

Clay

 

Orange Park, FL

 

$

40,092,000

 

Colony at South Park

 

Aiken

 

Aiken, SC

 

$

8,100,000

 

Woodstream

 

Guilford

 

Greensboro, NC

 

$

11,300,000

 

Walden Creek

 

Henry

 

McDonough, GA

 

$

12,783,000

 

Eastview

 

Shelby

 

Memphis, TN

 

$

8,262,000

 

Cedar Mill

 

Shelby

 

Memphis, TN

 

$

9,130,000

 

Hamilton Pointe

 

Hamilton

 

Chattanooga, TN

 

$

13,100,000

 

Hidden Creek

 

Hamilton

 

Chattanooga, TN

 

$

11,100,000

 

Lakeshore Landing

 

Madison

 

Jackson, MS

 

$

8,925,000

 

River Trace II

 

Shelby

 

Memphis, TN

 

$

6,675,000

 

Vistas

 

Bibb

 

Macon, GA

 

$

8,000,000

 




EXHIBIT AA TO
SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF APPROVED
PROPERTY MANAGEMENT AGREEMENTS

 

Property Name

 

Manager

 


 


1.

Abbington Place

 

Mid-America Apartment Communities, Inc.

2.

Paddock Club Montgomery

 

Mid-America Apartment Communities, Inc.

3.

Terraces at Towne Lake II

 

Mid-America Apartment Communities, Inc.

4.

Terraces at Fieldstone

 

Mid-America Apartment Communities, Inc.

5.

Paddock Club Columbia I and II

 

Mid-America Apartment Communities, Inc.

6.

The Mansion

 

Mid-America Apartment Communities, Inc.

7.

Brentwood Downs

 

Mid-America Apartment Communities, Inc.

8.

Calais Forest

 

Mid-America Apartment Communities, Inc.

9.

Southland Station II

 

Mid-America Apartment Communities, Inc.

10.

Fairways at Hartland

 

Mid-America Apartment Communities, Inc.

11.

Paddock Club Murfreesboro

 

Mid-America Apartment Communities, Inc.

12.

Whisperwood

 

Mid-America Apartment Communities, Inc.

13.

River Trace I

 

Mid-America Apartment Communities, Inc.

14.

Wildwood I

 

Mid-America Apartment Communities, Inc.

15.

Three Oaks I

 

Mid-America Apartment Communities, Inc.

16.

Westbury Springs

 

Mid-America Apartment Communities, Inc.

17.

Hickory Farms

 

Mid-America Apartment Communities, Inc.

18.

Gleneagles

 

Mid-America Apartment Communities, Inc.

19.

The Oaks

 

Mid-America Apartment Communities, Inc.

20.

TPC Greenville

 

Mid-America Apartment Communities, Inc.

21.

TPC Huntsville

 

Mid-America Apartment Communities, Inc.

22.

Eagle Ridge

 

Mid-America Apartment Communities, Inc.

23.

River Hills

 

Mid-America Apartment Communities, Inc.

24.

Stonemill Village

 

Mid-America Apartment Communities, Inc.

25.

Woodwinds

 

Mid-America Apartment Communities, Inc.

26.

Tanglewood

 

Mid-America Apartment Communities, Inc.

27.

Wood Hollow

 

Mid-America Apartment Communities, Inc.

28.

Belmere

 

Mid-America Apartments, L.P.

29.

Bradford Chase (WV)

 

Mid-America Apartments, L.P.

30.

Crosswinds

 

Mid-America Apartments, L.P.

31.

Fairways at Royal Oak

 

Mid-America Apartments, L.P.

32.

Grand Reserve

 

Mid-America Apartments, L.P.

33.

Hermitage at Beechtree

 

Mid-America Apartments, L.P.

34.

Hidden Lake II

 

Mid-America Apartments, L.P.

35.

High Ridge

 

Mid-America Apartments, L.P.

36.

Howell Commons

 

Mid-America Apartments, L.P.

37.

Kirby Station

 

Mid-America Apartments, L.P.





38.

Lakepointe

 

Mid-America Apartments, L.P.

39.

Lakeside

 

Mid-America Apartments, L.P.

40.

Marsh Oaks

 

Mid-America Apartments, L.P.

41.

Napa Valley

 

Mid-America Apartments, L.P.

42.

Park Haywood

 

Mid-America Apartments, L.P.

43.

Park Place

 

Mid-America Apartments, L.P.

44.

Pear Orchard

 

Mid-America Apartments, L.P.

45.

Savannah Creek

 

Mid-America Apartments, L.P.

46.

Shenandoah Petersburg

 

Mid-America Apartments, L.P.

47.

Somerset

 

Mid-America Apartments, L.P.

48.

Southland Station I

 

Mid-America Apartments, L.P.

49.

Steeplechase

 

Mid-America Apartments, L.P.

50.

Sutton Place

 

Mid-America Apartments, L.P.

51.

Terraces at Towne Lake I

 

Mid-America Apartments, L.P.

52.

Tiffany Oaks

 

Mid-America Apartments, L.P.

53.

Village

 

Mid-America Apartments, L.P.

54.

Westside Creek I

 

Mid-America Apartments, L.P.

55.

Willow Creek

 

Mid-America Apartments, L.P.

56.

Links at Carrollwood

 

Mid-America Apartments, L.P.

57.

Grand View

 

Mid-America Apartments, L.P.

58.

Three Oaks II

 

Mid-America Apartments, L.P.

59.

Wildwood II

 

Mid-America Apartments, L.P.

60.

Lighthouse Court

 

Mid-America Apartments, L.P.

61.

Colony at South Park

 

Mid-America Apartments, L.P.

62.

Woodstream

 

Mid-America Apartments, L.P.

63.

Walden Creek

 

Mid-America Apartments, L.P.

64.

Eastview

 

Mid-America Apartments, L.P.

65.

Cedar Mill

 

Mid-America Apartments, L.P.

66.

Hamilton Pointe

 

Mid-America Apartments, L.P.

67.

Hidden Creek

 

Mid-America Apartments, L.P.

68.

Lakeshore Landing

 

Mid-America Apartments, L.P.

69.

River Trace II

 

Mid-America Apartments, L.P.

70.

Vistas

 

Mid-America Apartments, L.P.