EXHIBIT 10.7
SECOND
AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Second Amendment to Amended and
Restated Revolving Credit Agreement (this "Amendment") is executed
as of May 23, 2005, 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 amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement dated
as of May 19, 2004 (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.
Section
1.13(b) of the Agreement is hereby deleted in its entirety and
replaced with the following:
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(b)
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Each Base Rate Loan and each Loan
evidenced by the Swing Line Facility Note shall bear interest at
the Base Rate minus 100 basis points on its unpaid principal amount
from the date such Loan is made until repaid. Accrued interest
shall be payable on Base Rate Loans and Loans evidenced by the
Swing Line Facility Note on the first day of each month.
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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:
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 8.75% (with the exception of the Stabilized Properties
known as
1
Reserve at Dexter Phase I, Phase II
and Phase III, for which the cap rate/denominator shall be
8.50%).
3. The
definition of “Margin” set forth in Section 11.1
of the Agreement is hereby deleted in its entirety and replaced
with the following:
Margin shall mean 135 basis points.
4. The
definition of "Maturity Date" set forth in Section 11.1 of
the Agreement is hereby amended by replacing the date "May 24,
2006" with the date "May 24, 2007."
5.
Schedule 2 of the Agreement is hereby deleted in its
entirety and replaced with the Schedule 2 attached
hereto.
6.
Exhibit F
of the Agreement is hereby deleted in its en
