SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT


(MAA II)


          THIS
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY
AGREEMENT (the “Amendment”) is effective as of the 30th  day of April, 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”) 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, 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 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
and Lender are executing this Amendment pursuant to the Master Agreement to
provide for the addition of the Mortgaged Property known as Eastview 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:

- 1 -











          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 Eastview as an Additional Mortgaged Property in the
Collateral Pool.

          Section
2.     Expansion.  The
Variable Facility Commitment is hereby increased by $5,370,000 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 $462,896,000,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 $137,104,000, 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 $137,104,000.  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.     Property Management Agreements.  Exhibit AA is hereby deleted in its entirety
and replaced with the Exhibit AA attached to this Amendment.


          Section
5.     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
6.     Reaffirmation.  The REIT and OP hereby reaffirm their
obligations under the Agreement as Borrower.


          Section
7.     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
8.     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]

- 2 -










          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:

	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Simon R.C.
  Wadsworth

	
   
	
   
	
  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:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
  Simon R.C.
  Wadsworth

	
   
	
   
	
   
	
  Executive
  Vice President

	
   
	
   
	
   
	
   

	
   
	
   
	
  [Signatures follow on next page]




- 3 -











	
   
	
   
	
  LENDER:

	
   
	
   
	
   

	
   
	
   
	
  PRUDENTIAL
  MULTIFAMILY MORTGAGE INC., a

  Delaware corporation

	
   
	
   
	
   

	
   
	
   
	
  By:
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name:
	
  Sharon D. Singleton

	
   
	
   
	
  Title:
	
  Vice President




- 4 -










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
	
   

	
  Island Retreat
	
   
	
  Glynn
	
   
	
  St. Simons Island, GA
	
   
	
  $
	
  5,400,000
	
   

	
  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
	
   















	
  Property Name
	
   
	
  County
	
   
	
  Property Location
	
   
	
  Initial Valuation

	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
  Pear Orchard
	
   
	
  Madison
	
   
	
  Jackson, MS
	
   
	
  $
	
  15,700,000
	
   

	
  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
	
   














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.
	
  Hermitage at Beechtree
	
   
	
  Mid-America Apartments, L.P.

	
  33.
	
  Hidden Lake II
	
   
	
  Mid-America Apartments, L.P.

	
  34.
	
  High Ridge
	
   
	
  Mid-America Apartments, L.P.

	
  35.
	
  Howell Commons
	
   
	
  Mid-America Apartments, L.P.

	
  36.
	
  Kirby Station
	
   
	
  Mid-America Apartments, L.P.

	
  37.
	
  Lakepointe
	
   
	
  Mid-America Apartments, L.P.















	
  38.
	
  Lakeside
	
   
	
  Mid-America Apartments, L.P.

	
  39.
	
  Marsh Oaks
	
   
	
  Mid-America Apartments, L.P.

	
  40.
	
  Napa Valley
	
   
	
  Mid-America Apartments, L.P.

	
  41.
	
  Park Haywood
	
   
	
  Mid-America Apartments, L.P.

	
  42.
	
  Park Place
	
   
	
  Mid-America Apartments, L.P.

	
  43.
	
  Pear Orchard
	
   
	
  Mid-America Apartments, L.P.

	
  44.
	
  Savannah Creek
	
   
	
  Mid-America Apartments, L.P.

	
  45.
	
  Shenandoah Petersburg
	
   
	
  Mid-America Apartments, L.P.

	
  46.
	
  Somerset
	
   
	
  Mid-America Apartments, L.P.

	
  47.
	
  Southland Station I
	
   
	
  Mid-America Apartments, L.P.

	
  48.
	
  Steeplechase
	
   
	
  Mid-America Apartments, L.P.

	
  49.
	
  Sutton Place
	
   
	
  Mid-America Apartments, L.P.

	
  50.
	
  Tiffany Oaks
	
   
	
  Mid-America Apartments, L.P.

	
  51.
	
  Village
	
   
	
  Mid-America Apartments, L.P.

	
  52.
	
  Westside Creek I
	
   
	
  Mid-America Apartments, L.P.

	
  53.
	
  Willow Creek
	
   
	
  Mid-America Apartments, L.P.

	
  54.
	
  Links at Carrollwood
	
   
	
  Mid-America Apartments, L.P.

	
  55.
	
  Grand View
	
   
	
  Mid-America Apartments, L.P.

	
  56.
	
  Three Oaks II
	
   
	
  Mid-America Apartments, L.P.

	
  57.
	
  Wildwood II
	
   
	
  Mid-America Apartments, L.P.

	
  58.
	
  Lighthouse Court
	
   
	
  Mid-America Apartments, L.P.

	
  59.
	
  Colony at South Park
	
   
	
  Mid-America Apartments, L.P.

	
  60.
	
  Woodstream
	
   
	
  Mid-America Apartments, L.P.

	
  61.
	
  Walden Creek
	
   
	
  Mid-America Apartments, L.P.

	
  62.
	
  Eastview
	
   
	
  Mid-America Apartments, L.P.