THIRD
AMENDMENT TO THIRD AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT
(MAA I)


          THIS
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(the “Amendment”)
is effective as of the 1st day of December, 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 (c)
MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (“MAA of
Texas”; MAA of Texas and Borrower being collectively referred to
as the “Borrower Parties”); and (ii) PRUDENTIAL MULTIFAMILY
MORTGAGE INC., a Delaware corporation (“Lender”). 


RECITALS

          A.     Borrower
Parties and Lender are parties to that certain Amended and Restated 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 Second Amended and Restated Master Credit Facility Agreement dated as
of December 10, 2003, which has been further amended and restated pursuant to
that certain Third Amended and Restated Master Credit Facility Agreement dated
as of March 30, 2004, which has been further amended pursuant to that certain
First Amendment to Third Amended and Restated Master Credit Facility Agreement
dated as of March 31, 2004, which has been further amended pursuant to that
certain Second Amendment to Third Amended and Restated Master Credit Facility
Agreement dated as of August 3, 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 Agreement 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.     Pursuant
to the Master Agreement, Borrower has arranged for various Hedges to be in
place and has entered into various ISDA Master Agreements by and among Borrower
Parties and the swap providers signatory thereto (collectively, the “Counterparty”)
(together with all schedules thereto, the “Hedge 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 with respect to any Credit
Enhanced Hedge (as defined below) in consideration for Borrower’s payment of
the Credit Enhancement Fee (as defined below).

          E.     Borrower
and Lender are executing this Amendment pursuant to the Master Agreement to
provide (i)  for Borrower’s payment of
the Credit Enhancement Fee and (ii) that the Collateral under the Master
Agreement also secure any liability Fannie Mae may incur as a result of its credit
enhancement of the Credit Enhanced Hedge.

          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.     Credit
Enhancement.

          (a)     The
following new definitions are hereby added to the Master Agreement: 


	
   
	
            “Credit
  Enhancement Fee” means the fee due from Borrower in
  consideration for Fannie Mae’s providing credit enhancement of the Credit
  Enhanced Hedges, as more particularly set forth on Schedule II (“Credit
  Enhancement Fee Schedule”) attached to this Agreement.

	
   
	
   

	
   
	
            “Credit
  Enhanced Hedge” means any Hedge executed by Borrower and
  assigned to Lender which Fannie Mae has agreed to credit enhance.

	
   
	
   

	
   
	
  (b)     A
  new Section 16.07(g) is hereby added to the Master Agreement as follows:

	
   
	
   
	
   

	
   
	
   
	
  (g)     With
  respect to each applicable Credit Enhanced Hedge, Borrower shall pay the
  Credit Enhancement Fee monthly, in arrears, on the first Business Day
  following each end of the month during the Term of this Agreement until such
  time that Fannie Mae no longer credit enhances such Hedge or until the Credit
  Enhancement Fee is no longer due and payable, except that the Credit
  Enhancement Fee for the last month during the Term of this Agreement shall be
  paid on the last day of the Term of this Agreement.

	
   
	
   
	
   

	
   
	
  (c)     The Schedule II
  attached hereto is hereby added to the Master Agreement as if it were
  attached thereto in its entirety.




          Section
2.    Obligations Secured.  The 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
Credit Enhanced Hedge, 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 Credit Enhanced Hedge;  

          (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 Credit Enhanced Hedge,
including payments of any fees and charges in connection with any accounts
established to facilitate payments under any Hedge Document, or the performance
of Fannie Mae’s obligations under any Hedge 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 Hedge Document, any tax or governmental charge imposed in
connection with the execution and delivery of each Hedge 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
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 Borrower Parties hereby reaffirm their
obligations under the Agreement.

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          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.

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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:
	
   
	
   

	
   
	
   
	
  

  	
   

	
   
	
   
	
  Al Campbell

	
   
	
   
	
  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:
	
   
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Al Campbell

	
   
	
   
	
   
	
  Senior Vice
  President and Treasurer

	
   
	
   
	
   
	
   

	
   
	
   
	
  [Signatures follow on next page]





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  MID-AMERICA
  APARTMENTS OF TEXAS, 

  L.P., a Texas limited partnership

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  By:
	
  MAC of
  Delaware, Inc., a Delaware

  corporation, its general partner

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  By:

	
   
	
   
	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
  Name:

	
   
	
   
	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
   
	
   
	
  



  	
   



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  LENDER:

	
   
	
   
	
   

	
   
	
   
	
  PRUDENTIAL
  MULTIFAMILY MORTGAGE INC., a 

  Delaware corporation

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  By:
	
   
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name:
	
  Sharon D.
  Singleton 

	
   
	
   
	
  Title:
	
  Vice
  President 



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SCHEDULE II

Credit
Enhancement Fee Schedule


	
  Counter Party
	
   
	
  Swap Effective 

  Date
	
   
	
  Maturity
	
   
	
  Principal
	
   
	
  Credit Enhancement Fee

	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
  SunTrust
	
   
	
  K
  6/1/2003
	
   
	
  6/1/2010
	
   
	
  50,000,000
	
   
	
  18
  basis points

	
  DeutscheBank
	
   
	
  U
  9/1/2004
	
   
	
  9/1/2011
	
   
	
  50,000,000
	
   
	
  17
  basis points

	
  Deutsche Bank
	
   
	
  U
  12/1/2004
	
   
	
  12/1/2011
	
   
	
  25,000,000
	
   
	
  17
  basis points