FIRST AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This
First Amendment to Amended and Restated Revolving Credit Agreement
(this “Amendment”) is dated as of May 19, 2004, 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 Amended and Restated Revolving Credit Agreement
dated as of July 17, 2003 (as it may be amended further from time
to time, the “Agreement”). Unless otherwise
defined in this Amendment, capitalized terms shall have the meaning
assigned to them in the Agreement.
B. The
Borrowers have requested that the Agreement be amended to extend
the Maturity Date defined in the Agreement and to amend certain
other terms.
C. The
parties to the Agreement desire to execute this Amendment to
evidence the extension of the Maturity Date and the modification of
certain other provisions set forth in the Agreement.
Agreement
NOW,
THEREFORE, in consideration of the above Recitals, the parties
hereby agree as follows:
1. The
definition of “Advance Rate” set forth in Section 11.1
of the Agreement is hereby deleted in its entirety and replaced
with the following:
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Advance Rate
shall mean for Mortgaged
Properties: (a) the amount shown as the Advance Rate on
Schedule 2 for the Initial Properties from the date hereof until
the first quarterly determination of Fair Market Value, which shall
occur on June 30, 2004; (b) subject to subclauses (d) and (e)
herein, 65% of Fair Market Value for a Stabilized Property
(including the Initial Properties after the first quarterly
determination of Fair Market Value); (c) subject to adjustment as
provided in Section 1.16(c), 40% of the Project Budget to the
extent of Work Completed for a Development Project; (d) for the
period commencing on the date a Development Project is converted to
a Stabilized Property in accordance with Section 3.5(b), until the
next succeeding quarterly determination of Fair Market Value, 65%
of the appraised value of the subject Development Project, as
reflected in the appraisal ordered and approved by the
Administrative Agent; and (e) for the period commencing on the date
a Stabilized Property is added to the Borrowing Base and continuing
thereafter through a full calendar quarter, 65% of the 1900-3958
Mid-America 1st Amendment to Amended and Restated Credit
Agreement appraised value of the subject Stabilized Property,
as reflected in the appraisal ordered and approved by the
Administrative Agent.
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1
2. The
definition of “Fair Market Value” set forth in Section
11.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
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Fair Market
Value shall be
determined quarterly, on a “Net Operating Income”
basis, not later than the twenty-second (22 nd ) day of
each calendar quarter, but as of the last day of the immediately
preceding calendar quarter, from the Effective Date until the
Termination Date of the Loans, by dividing the prior calendar
quarter's annualized Adjusted NOI of each Stabilized Property
subject to a Mortgage by 9% (with the exception of the Stabilized
Properties known as Reserve at Dexter Phase I, Phase II and Phase
III, for which the cap rate/denominator shall be 8.75%).
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3. The
definition of “Maturity Date̶
