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: 

	
   
	
  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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          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 (22nd) 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%).




          3.      The
definition of “Maturity Date” set forth in Section 11.1 of the Agreement is
hereby amended by replacing the date “May 24, 2005” with the date “May 24,
2006.” 

          4.      Section
6.7 of the Agreement, Dividend Payout, is hereby deleted in its entirety and
replaced with the following: 

          6.7.   Dividend Payout

	
   
	
  Make a
  dividend payment (including both common stock dividends and preferred stock
  dividends) which is greater than ninety percent (90%) of Funds from
  Operations or that would otherwise violate the United States federal tax laws
  governing the qualifications of real estate investment trusts.  As used herein, “Funds from Operations” shall mean consolidated net income
  of MAAC, including minority interest (computed in accordance with GAAP),
  excluding gains (or losses) from debt restructuring, sales of property,
  impairment charges, or charges related to the adjustment to the value of
  assumed debt, plus real property depreciation and goodwill amortization,
  before extraordinary or unusual items, and after adjustments for
  unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures
  will be calculated to reflect Funds from Operations on the same basis.  Upon written pre-approval of the
  Administrative Agent, exceptions may be made where the Board of Directors of
  MAAC determines, in good faith, that a special dividend must be paid to avoid
  taxes due to excess gains from the sale of Property.  In determining compliance with the
  dividend payout ratio set forth herein, the amount of dividends paid and
  Funds from Operations shall be calculated on a rolling 12-month period.




          5.      Schedule
2 of the Agreement is hereby deleted in its entirety and replaced with the Schedule
2 attached hereto. 


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          6.      Schedule
5 of the Agreement is hereby revised by amending the notice address for the
Agent to show the 15th floor, instead of the 9th floor. 

          7.      Exhibit
F of the Agreement is hereby deleted in its entirety and replaced with the Exhibit
F attached hereto. 

          8.      In
consideration of this Amendment, the Borrowers shall pay to the Lenders on the
date hereof an extension fee equal to 17.5 basis points of the Aggregate
Commitment ($70,000.00). An additional extension fee shall be payable by the
Borrowers to the Administrative Agent on the date hereof pursuant to a separate
agreement between the Administrative Agent and the Borrowers. 

          9.      This
Amendment shall not be effective until the following conditions have been
fulfilled: 

	
   
	
  a.
	
  The
  Administrative Agent has received a fully executed original of this
  Amendment; 

	
   
	
   
	
   

	
   
	
  b.
	
  The fees
  required herein have been received by the Administrative Agent; 

	
   
	
   
	
   

	
   
	
  c
	
  The
  Administrative Agent has received appropriate resolutions of the Borrowers
  authorizing the transactions contemplated herein; 

	
   
	
   
	
   

	
   
	
  d.
	
  The
  Administrative Agent has received an opinion of counsel to each of the
  Borrowers, which opinion shall be satisfactory to the Administrative Agent in
  all respects; and 

	
   
	
   
	
   

	
   
	
  e.
	
  The
  Administrative Agent has received evidence of the payment of 2003 ad valorem
  taxes for each Mortgaged Property. 




                    Except
as expressly amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms. 

                    Each
Borrower represents and warrants that no Event of Default has occurred and is
continuing under the Agreement, nor does any event that upon notice or lapse of
time or both would constitute such an Event of Default exist. 


                    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
set forth above. 

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Signature page to 

First Amendment to Amended and Restated Revolving Credit Agreement

	
   
	
  MID-AMERICA APARTMENT

  COMMUNITIES, INC.

	
   
	
   

	
   
	
  By______________________________________________________________
  

  Name:  Al Campbell 

  Title: Senior Vice President and Treasurer




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Signature page to 

First Amendment to Amended and Restated Revolving Credit Agreement

	
   
	
  MID-AMERICA APARTMENTS, L.P.

	
   
	
   

	
   
	
  By
  Mid-America Apartment 

  Communities, Inc.

  Its Sole General Partner

	
   
	
   

	
   
	
  By______________________________________________________________
  

  Name:  Al Campbell

  Title: Senior Vice President and Treasurer




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Signature page to 

First Amendment to Amended and Restated Revolving Credit Agreement


	
   
	
  AMSOUTH BANK, 

  in its individual capacity as Lender 

  and as Administrative Agent 

	
   
	
   

	
   
	
  By:___________________________________________________
  

  Name:  Lawrence Clark 

  Title: Vice President 




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Signature page to 

First Amendment to Amended and Restated Revolving Credit Agreement

	
   
	
  FIRST TENNESSEE BANK, N.A.

	
   
	
   

	
   
	
  By:___________________________________________________

  Name:________________________________________________

  Title:_________________________________________________




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SCHEDULE 2

[Current List of Properties]





	
  Property

  	
   
	
  Advance Rate

  	
   
	
  Availability

  as of the date

  hereof

  	
   

	
  



  	
   
	
  



  	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  I.

  	
  Stabilized
  Properties:
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  1.
	
  Sterling
  Ridge (GA)
	
   
	
   
	
   
	
  65
	
  %
	
   
	
  $
	
  5,266,603
	
   

	
  2.
	
  Reserve at
  Dexter Phases I, II, & III (TN)
	
   
	
   
	
   
	
  65
	
  %
	
   
	
  $
	
  24,019,914
	
   

	
  3.
	
  Fountain Lake
  Apartments (GA)
	
   
	
   
	
   
	
  65
	
  %
	
   
	
  $
	
  3,578,727
	
   

	
  5.
	
  Whispering
  Pines Phases I & II (GA)
	
   
	
   
	
   
	
  65
	
  %
	
   
	
  $
	
  5,028,277
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   






	
  II.

  	
  Development
  Projects: 

	
   
	
   

	
   
	
  None 




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