EX-4.2



 EXHIBIT 4.2 

MID-AMERICA APARTMENTS, L.P., 

Issuer 

MID-AMERICA APARTMENT COMMUNITIES, INC. 

– and – 
 U.S. BANK
NATIONAL ASSOCIATION, 
             Trustee 

 
  

THIRD SUPPLEMENTAL INDENTURE 

Dated as of November 9, 2015 

to 
 INDENTURE 

Dated as of October 16, 2013 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
		  	ARTICLE 1	  			
			
		  	DEFINITIONS AND OTHER	  			
		  	PROVISIONS OF GENERAL APPLICATION	  			
			
	 Section 1.01.
	  	 Certain Provisions of General Application
	  	 	2	  
	 Section 1.02.
	  	 Additional Definitions
	  	 	3	  
			
		  	ARTICLE 2	  			
			
		  	FORM AND TERMS OF THE NOTES	  			
			
	 Section 2.01.
	  	 Designation of Notes; Establishment of Form of Notes
	  	 	6	  
	 Section 2.02.
	  	 Amount
	  	 	7	  
	 Section 2.03.
	  	 No Guarantee by Guarantor or any Subsidiary of the Guarantor or the Operating Partnership
	  	 	7	  
	 Section 2.04.
	  	 Issuance
	  	 	7	  
	 Section 2.05.
	  	 Stated Maturity
	  	 	7	  
	 Section 2.06.
	  	 Interest
	  	 	7	  
	 Section 2.07.
	  	 Place of Payment
	  	 	8	  
	 Section 2.08.
	  	 Optional Redemption; No Sinking Fund
	  	 	8	  
	 Section 2.09.
	  	 Denominations
	  	 	8	  
	 Section 2.10.
	  	 Notes Not Convertible or Exchangeable
	  	 	8	  
	 Section 2.11.
	  	 Payable in Dollars; No Option for Other Payment Currency
	  	 	8	  
	 Section 2.12.
	  	 Payments by Reference to Index, Formula, etc.
	  	 	8	  
	 Section 2.13.
	  	 Events of Default; Covenants and Other Terms; Waiver of Certain Covenants
	  	 	8	  
	 Section 2.14.
	  	 Satisfaction and Discharge, Legal Defeasance and Covenant Defeasance
	  	 	8	  
	 Section 2.15.
	  	 No Payment of Additional Amounts
	  	 	9	  
	 Section 2.16.
	  	 Paying Agent and Security Registrar
	  	 	9	  
	 Section 2.17.
	  	 Other Terms
	  	 	9	  
	 Section 2.18.
	  	 References to Premium
	  	 	9	  
			
		  	ARTICLE 3	  			
			
		  	ADDITIONAL COVENANTS FOR THE BENEFIT OF HOLDERS OF NOTES	  			
			
	 Section 3.01.
	  	 Additional Covenants
	  	 	10	  


  
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	 	  	 	  	Page	 
			
		  	ARTICLE 4	  			
			
		  	AMENDMENTS TO THE INDENTURE	  			
		  	FOR THE BENEFIT OF THE HOLDERS OF THE NOTES	  			
			
	 Section 4.01.
	  	 Amendment to Section 402(3) of the Original Indenture
	  	 	14	  
	 Section 4.02.
	  	 Amendment to Section 402(4) of the Original Indenture
	  	 	15	  
	 Section 4.03.
	  	 Amendment to Section 5.01 of the Original Indenture
	  	 	15	  
	 Section 4.04.
	  	 Amendment to Section 603 of the Original Indenture
	  	 	17	  
	 Section 4.05.
	  	 Amendment to Section 607 of the Original Indenture
	  	 	17	  
	 Section 4.06.
	  	 Amendment to Article Nine of the Original Indenture
	  	 	17	  
	 Section 4.07.
	  	 Amendment to Other Sections of Article Ten of the Original Indenture
	  	 	21	  
			
		  	ARTICLE 5	  			
			
		  	MISCELLANEOUS PROVISIONS	  			
			
	 Section 5.01.
	  	 Adoption, Ratification and Confirmation
	  	 	23	  
	 Section 5.02.
	  	 Conflicts with Trust Indenture Act
	  	 	23	  
	 Section 5.03.
	  	 Effect of Headings and Table of Contents
	  	 	23	  
	 Section 5.04.
	  	 Successors and Assigns
	  	 	23	  
	 Section 5.05.
	  	 Separability Clause
	  	 	23	  
	 Section 5.06.
	  	 Benefits of Third Supplemental Indenture
	  	 	23	  
	 Section 5.07.
	  	 Governing Law
	  	 	24	  
	 Section 5.08.
	  	 Counterparts
	  	 	24	  
	 Section 5.09.
	  	 Conflicts with Original Indenture
	  	 	24	  
	 Section 5.10.
	  	 Acceptance by Trustee
	  	 	24	  
	 Section 5.11.
	  	 Numbering of Sections and Articles in the Indenture
	  	 	24	  
		
	 Annex A-Form of Note
	  	 	A-1	  


  
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 THIS THIRD SUPPLEMENTAL INDENTURE dated as of November 9, 2015 (this “Third
Supplemental Indenture”) among MID-AMERICA APARTMENTS, L.P., a limited partnership duly organized and existing under the laws of the State of Tennessee (hereinafter called the “Operating Partnership”), having its principal
executive office located at 6584 Poplar Avenue, Memphis, Tennessee 38138, MID-AMERICA APARTMENT COMMUNITIES, INC., a corporation duly organized and existing under the laws of the State of Tennessee and the sole general partner of the Operating
Partnership (hereinafter called the “Guarantor”), having its principal executive office located at 6584 Poplar Avenue, Memphis, Tennessee 38138, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America, as trustee (hereinafter called the “Trustee”). 
 RECITALS

 WHEREAS, the Operating Partnership and the Guarantor have executed and delivered to the Trustee an Indenture dated as of
October 16, 2013 (the “Original Indenture”) providing for the issuance from time to time of the Operating Partnership’s Securities (as defined in the Original Indenture) in one or more series; 

WHEREAS, Sections 201, 301 and 901(5) of the Original Indenture provide that the Operating Partnership, the Guarantor and the Trustee may,
without the consent of any Holders (as defined in the Original Indenture) of Securities, enter into one or more indentures supplemental thereto to establish the form and terms of the Securities of any series issued pursuant to the Original
Indenture; 
 WHEREAS, the Operating Partnership desires to issue the Operating Partnership’s 4.000% Senior Notes due 2025 (the
“Notes”), a new series of Securities; 
 WHEREAS, Section 901(2) of the Original Indenture provides that the Operating
Partnership, the Guarantor and the Trustee may, without the consent of any Holders of Securities, enter into one or more indentures supplemental thereto to add to the covenants of the Operating Partnership or the Guarantor for the benefit of the
Holders of any or all series of Securities, Section 901(3) of the Original Indenture provides that the Operating Partnership, the Guarantor and the Trustee may, without the consent of any Holders, enter into one or more indentures supplemental
thereto to add any additional Events of Default with respect to all or any series of Securities, and Section 901(12) of the Original Indenture provides that the Operating Partnership, the Guarantor and the Trustee may, without the consent of
any Holders of Securities, enter into one or more indentures supplemental thereto to amend or supplement any provisions contained therein so long as such amendment or supplement does not apply to any Outstanding Security issued prior to the date of
the supplemental indenture effecting such amendment or supplement, as the case may be, and entitled to the benefits of such provision; 

WHEREAS, the Operating Partnership and the Guarantor, pursuant to the foregoing authority, propose in and by this Third Supplemental Indenture
to establish the form and terms of the Notes and to amend and supplement in certain respects the Original Indenture; and 







 WHEREAS, the Operating Partnership and the Guarantor have authorized the execution and delivery
of this Third Supplemental Indenture and all things necessary to make the Notes, when executed by the Operating Partnership and authenticated and delivered, the valid obligations of the Operating Partnership in accordance with their terms and to
make this Third Supplemental Indenture a valid agreement of the Operating Partnership and the Guarantor in accordance with its terms have been done. 

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows: 
 ARTICLE 1 

DEFINITIONS AND OTHER 
 PROVISIONS
OF GENERAL APPLICATION 
 Section 1.01. Certain Provisions of General Application. Except as otherwise expressly provided in or
pursuant to this Third Supplemental Indenture or unless the context otherwise requires, for all purposes of this Third Supplemental Indenture: 
  

	 	(1)	the terms defined in Section 1.02 of this Third Supplemental Indenture have the meanings assigned to them in Section 1.02, and include the plural as well as the singular; 


 

	 	(2)	the terms Operating Partnership, Guarantor, Trustee and Indenture and all other terms used herein which are defined in the Original Indenture shall, unless otherwise expressly provided in Section 1.02 of this Third
Supplemental Indenture, have the meanings assigned to them in the Original Indenture; 

  

	 	(3)	all other terms, if any, used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 


 

	 	(4)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 

  

	 	(5)	the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article,
Section or other subdivision; 

  

	 	(6)	the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”, not “either A or B but not both”); 


 

	 	(7)	provisions apply to successive events and transactions; 


  
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	 	(8)	the term “merger” includes a statutory share exchange and the terms “merge” and “merged” have correlative meanings; 


 

	 	(9)	the masculine gender includes the feminine and the neuter; 

  

	 	(10)	references to agreements and other instruments include subsequent amendments and supplements thereto; 

  

	 	(11)	if expressly so indicated herein, certain terms defined in Section 1.02 of this Third Supplemental Indenture supersede and replace, but only insofar as relates to the Notes, the corresponding definitions in the
Original Indenture; and 

  

	 	(12)	unless otherwise expressly stated or the context otherwise requires, references in this Third Supplemental Indenture (including, without limitation, references in any covenants or other provisions added to the Original
Indenture pursuant to this Third Supplemental Indenture) to the “date of this Indenture”, and similar references mean November 9, 2015. 


Section 1.02. Additional Definitions. Section 101 of the Original Indenture is hereby amended and supplemented, but solely
insofar as relates to the Notes, to add the following definitions, all in appropriate alphabetical sequence; provided that the definitions of the terms “Board Resolution,” “Debt,” “Lien” and “Subsidiary” set
forth below in this Section 1.02 supersede and replace, but solely insofar as relates to the Notes, the definitions of such terms appearing in Section 101 of the Original Indenture and such terms, as used in the Original Indenture but
solely insofar as relates to the Notes, shall have the respective meanings set forth below. 
 “Adjusted Total Assets”
means, as of any date, the sum of (without duplication) (i) Undepreciated Real Estate Assets on such date and (ii) all other assets (excluding accounts receivable and intangibles) of the Operating Partnership and its Subsidiaries on such
date, all determined on a consolidated basis in accordance with GAAP. 
 “Annual Debt Service Charge” for any period means
interest expense of the Operating Partnership and its Subsidiaries for such period including, without duplication, (1) all amortization of debt discount, (2) all accrued interest, (3) all capitalized interest and (4) the interest
component of all capitalized lease obligations, all determined on a consolidated basis in accordance with GAAP. 
 “Board
Resolution” means, when used with respect to the Operating Partnership or the Guarantor, a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Operating Partnership (in the case of resolutions of the
Board of Directors of the Operating Partnership) or of the Guarantor (in the case of resolutions of the Board of Directors of the Guarantor), to have been duly adopted by the Board of Directors of the Operating Partnership or the Guarantor, as the
case may be, and to be in full force and effect on the date of such certification, delivered to the Trustee. 

  
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 “Consolidated Income Available for Debt Service” for any period means the
Consolidated Net Income of the Operating Partnership and its Subsidiaries for such period, plus amounts which have been deducted and minus amounts which have been added for (without duplication): 

 

	 	(1)	interest expense on Debt, 

  

	 	(2)	provision for taxes based on income, 

  

	 	(3)	amortization of debt discount and deferred financing costs, 

  

	 	(4)	the income or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in accordance with GAAP, 


 

	 	(5)	provisions for gains and losses on sales or other dispositions of properties and other investments, 

  

	 	(6)	depreciation and amortization, 

  

	 	(7)	gains or losses on early extinguishment of Debt, 

  

	 	(8)	all prepayment penalties and all legal, accounting, financial advisory and similar costs or fees incurred in connection with any debt financing or amendment thereto, acquisition, disposition, recapitalization or similar
transaction (regardless of whether such transaction is completed), 

  

	 	(9)	the effect of any item that is non-cash and non-recurring, and 

  

	 	(10)	amortization of deferred charges, 

 all determined on a consolidated basis in accordance with GAAP. 

“Consolidated Net Income” for any period means the amount of net income (or loss) of the Operating Partnership and its
Subsidiaries for such period, excluding (without duplication) (1) gains and losses on sales of properties and other investments, (2) extraordinary items, (3) property valuation gains and losses (including impairment charges), and
(4) the portion of net income (loss) of the Operating Partnership and its Subsidiaries allocable to noncontrolling interest, all determined on a consolidated basis in accordance with GAAP. 

“Debt” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of (without
duplication): 
  

	 	(1)	borrowed money or evidenced by bonds, notes, debentures or similar instruments, 

  

	 	(2)	indebtedness secured by any Lien on any property or assets owned by such Person, but only to the extent of the lesser of (a) the amount of indebtedness so secured and (b) the fair market value (determined in
good faith by the Board of Directors of such Person or, if such Person is a Subsidiary of the Operating Partnership, by the Board of Directors of the Operating Partnership) of the property subject to the Lien, 


  
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	 	(3)	reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued to provide credit enhancement or support with respect to other Debt of
such Person or any of its Subsidiaries if such other Debt appears as a liability on the consolidated balance sheet of such Person and its consolidated Subsidiaries in accordance with GAAP) or amounts representing the balance deferred and unpaid of
the purchase price of any property except any such balance that constitutes an accrued expense or trade payable, and 

  

	 	(4)	any lease of property by such Person as lessee that is or is required to be reflected on such Person’s balance sheet as a capitalized lease in accordance with GAAP, 


in the case of items of indebtedness under clauses (1) through (3) above to the extent that any such items (other than letters of credit) would
appear as liabilities on such Person’s balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any non-contingent obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business and other than solely as a result of Non-Recourse Exclusions except to the extent of any amounts payable by such Person pursuant to any such Non-Recourse Exclusions or any
related claims or liabilities), Debt of another Person of the type referred to in clauses (1), (2), (3) or (4) above (it being understood that Debt shall be deemed to be incurred by such Person whenever such Person shall create, assume,
guarantee (on a non-contingent basis), incur or otherwise become liable in respect thereof), provided, however, that the term “Debt” will not include any such indebtedness that has been the subject of an “in substance” defeasance
in accordance with GAAP or Intercompany Debt (or a non-contingent obligation to be liable for, or to pay, Intercompany Debt). 

“Intercompany Debt” means Debt of the Operating Partnership or any of its Subsidiaries so long as (1) the only Persons
liable for the payment of such Debt, whether as obligor, guarantor or otherwise, are the Operating Partnership or any of its Subsidiaries, (2) such Debt is held solely by the Operating Partnership or any of its Subsidiaries and (3) such
Debt is expressly subordinated in right of payment to the prior payment in full of all Notes outstanding under this Indenture; provided, however, that any such Debt shall be deemed Intercompany Debt only for so long as the conditions set forth in
clauses (1) through (3) above shall continue to be satisfied and, if at any time any of such conditions shall not continue to be satisfied with respect to any such Debt, then such Debt will, at such time, cease to be Intercompany Debt and
the Operating Partnership or such Subsidiary, as the case may be, will be deemed to have incurred, at such time, an amount of Debt equal to the outstanding amount of such Debt at such time. 

“Lien” means any mortgage, deed of trust, deed to secure Debt, pledge, security interest, assignment for collateral purposes,
deposit arrangement, or other security agreement, excluding any right of setoff but including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of
the foregoing, and any other like agreement granting or conveying a security interest. 
 “Non-Recourse Exclusions” means
any usual and customary exclusions from the non-recourse limitations governing non-recourse Debt, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation, misapplication of funds, gross


  
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negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the real property securing such non-recourse Debt, (iii) arise from the presence of hazardous
substances on the real property securing such non-recourse Debt, or (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document). 

“Notes” means the Operating Partnership’s 4.000% Senior Notes due 2025, issued pursuant to this Indenture. 

“Required Filing Date” has the meaning set forth in Section 1016. 

“Secured Debt” has the meaning set forth in Section 1013. 

“Subsidiary” means, with respect to any Person, a corporation, partnership association, joint venture, trust, limited
liability company or other entity which is required to be consolidated with such Person in accordance with GAAP. 
 “Third
Supplemental Indenture” means the Third Supplemental Indenture dated as of November 9, 2015 among the Operating Partnership, the Guarantor and the Trustee, as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture. 

“Undepreciated Real Estate Assets” means, as of any date, the cost (original acquisition and development cost plus capital
improvements) of real estate assets of the Operating Partnership and its Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis in accordance with GAAP. 

“Unencumbered Total Asset Value” means, as of any date, the sum of (without duplication) (i) those Undepreciated Real
Estate Assets on such date which are not subject to a Lien securing Debt and (ii) all other assets (excluding accounts receivable and intangibles) of the Operating Partnership and its Subsidiaries on such date which are not subject to a Lien
securing Debt, all determined on a consolidated basis in accordance with GAAP; provided, however, that all investments by the Operating Partnership or any of its Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships,
unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Total Asset Value to the extent that such investments would have otherwise been included. 

“Unsecured Debt” means Debt of the Operating Partnership or any of its Subsidiaries that is not Secured Debt. 

ARTICLE 2 
 FORM AND TERMS OF THE
NOTES 
 Section 2.01. Designation of Notes; Establishment of Form of Notes. Pursuant to Section 301 of the Original
Indenture, there is hereby established a new series of Securities 

  
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which shall be known and designated as the 4.000% Senior Notes due 2025 and which are sometimes referred to in this Third Supplemental Indenture as the “Notes.” Pursuant to
Section 201 of the Original Indenture, the Notes shall be substantially in the form attached hereto as Annex A. 
 Section 2.02.
Amount. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is initially limited to $400,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Indenture, but subject to the Operating Partnership’s right to re-open such series of Securities from time and time for issuance of additional
Securities of such series without notice to or the consent of any Holders of Notes; provided, however, that notwithstanding the foregoing, the Notes may not be reopened if the Operating Partnership has effected satisfaction and discharge with
respect to the Notes pursuant to Section 401 of the Indenture or has effected legal defeasance or covenant defeasance with respect to the Notes pursuant to Section 402 of the Indenture. 

Section 2.03. No Guarantee by Guarantor or any Subsidiary of the Guarantor or the Operating Partnership. 

The Notes will not be guaranteed by the Guarantor or any Subsidiary of the Guarantor or the Operating Partnership. 

Section 2.04. Issuance. The Notes are issuable only as Registered Securities without Coupons and may (but need not) bear a
corporate or other seal of the Operating Partnership or the Guarantor. The Notes shall be issued in book-entry form and evidenced by one or more permanent Global Securities of such series, the initial Depository for the Global Securities of such
series shall be The Depository Trust Company and the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Securities of such series from time to time. Notwithstanding the foregoing,
certificated Notes in definitive form may be issued to beneficial owners of interests in Global Securities of such series in exchange for their respective interests in the Global Securities of such series under the circumstances contemplated by
Section 305 of the Indenture. 
 Section 2.05. Stated Maturity. The final maturity date of the Notes on which the unpaid
principal thereof shall be due and payable shall be November 15, 2025. 
 Section 2.06. Interest. The principal of the
Notes shall bear interest at the rate of 4.000% per annum from November 9, 2015 or from the most recent date to which interest has been paid or duly provided for on the Notes, payable semi-annually in arrears on May 15 and
November 15 (each such date being an Interest Payment Date for the Notes) of each year, commencing May 15, 2016, to the Holders of the Notes (or one or more Predecessor Securities of such series) registered as such at the close of business
on May 1 or November 1 (each such date being a Regular Record Date for the Notes), as the case may be, immediately preceding such Interest Payment Dates, regardless of whether or not any such Regular Record Date is a Business Day. Interest
on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any principal of, or premium, if any, or interest on any Notes which is not paid when due shall, to the extent permitted by applicable law, bear interest from the
date such 

  
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amount was originally due to the date of payment of such overdue amount at the rate of interest borne by the Notes. All such interest on overdue amounts shall, to the extent permitted by
applicable law, be payable on demand. The Operating Partnership shall not have any right to extend the Interest Payment Dates or interest payment periods for the Notes. 

Section 2.07. Place of Payment. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment for the
Notes. 
 Section 2.08. Optional Redemption; No Sinking Fund. The Notes may be redeemed, at any time in whole or from time to
time in part, at the option of the Operating Partnership on the terms and subject to the conditions set forth in the Indenture and in the form of the Note attached as Annex A to this Third Supplemental Indenture. The Notes shall not be subject to a
sinking fund or analogous provision. 
 Section 2.09. Denominations. The Notes shall be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. 
 Section 2.10. Notes Not Convertible or Exchangeable. The Notes shall not be
convertible into or exchangeable for Capital Stock or other securities or property (other than exchanges for other Notes as provided in the Indenture). 

Section 2.11. Payable in Dollars; No Option for Other Payment Currency. The principal of, and premium, if any, and interest on the
Notes shall be payable in Dollars and the Operating Partnership shall not have any right to elect to make, nor shall any Holder of Notes have any right to elect to receive, payment in respect of the Notes in any currency other than Dollars. 

Section 2.12. Payments by Reference to Index, Formula, etc. Other than amounts payable upon redemption of the Notes at the option
of the Operating Partnership prior to August 15, the amount of payments of principal of, and premium, if any, or interest on the Notes shall not be determined with reference to an index, formula or other similar method. 

Section 2.13. Events of Default; Covenants and Other Terms; Waiver of Certain Covenants. The Events of Default with respect to the
Notes shall be as provided in Section 501 of the Original Indenture, as amended and restated (but solely insofar as relates to the Notes) by Section 4.03 of this Third Supplemental Indenture. Certain deletions from, modifications of and
additions to the covenants and other provisions of the Original Indenture applicable to the Notes (which deletions, modifications and additions are applicable solely insofar as relates to the Notes) are set forth in Article 3 and Article 4 of this
Third Supplemental Indenture. The provisions of Section 1008 of the Original Indenture, as amended and restated (but solely insofar as relates to the Notes) by Section 4.06 of this Third Supplemental Indenture, shall be applicable to the
Notes. 
 Section 2.14. Satisfaction and Discharge, Legal Defeasance and Covenant Defeasance. Sections 401 (relating to
satisfaction and discharge) and 402 (relating to legal defeasance and covenant defeasance) of the Original Indenture, in each case as amended, solely insofar as relates to the Notes, pursuant to Sections 4.01 and 4.02 of this Third Supplemental
Indenture) shall apply to the Notes; provided that (i) the Operating Partnership may effect legal defeasance and 

  
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covenant defeasance only with respect to all (and not less than all) of the Notes and (ii) the covenants and other obligations, which are subject (solely insofar as relates to the Notes) to
covenant defeasance shall be those set forth in the amendment and restatement of Section 402(3) of the Original Indenture set forth in Section 4.01 of this Third Supplemental Indenture. 

Section 2.15. No Payment of Additional Amounts. The Operating Partnership shall not be required to pay Additional Amounts in
respect of the Notes. 
 Section 2.16. Paying Agent and Security Registrar. The Operating Partnership’s Office or Agency in
the Borough of Manhattan, The City of New York where the Notes may be presented or surrendered for payment of principal of, and premium, if any, and interest on the Notes, where the Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Operating Partnership and the Guarantor in respect of the Notes and the Indenture may be served shall initially be the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New
York, which office at the date of this Third Supplemental Indenture is located at U.S. Bank National Association, Corporate Trust EX-NY-Wall, Administrator for Mid-America Apartments, 100 Wall Street, Suite 1600, New York, NY 10005; provided,
however, that, subject to Section 1002 of the Indenture, the Operating Partnership may from time to time designate one or more other Offices or Agencies where the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; and provided, further, that the Operating Partnership may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for such purposes. 

The Operating Partnership initially appoints the Trustee as the Security Registrar and Paying Agent for the Notes, and the Trustee hereby
accepts such appointment. The Operating Partnership may remove and replace the Security Registrar and Paying Agent for the Notes and appoint another Security Registrar and one or more other Paying Agents with respect to the Notes, subject to
compliance with the applicable provisions of the Indenture. 
 Section 2.17. Other Terms. The Notes shall have such other terms
and provisions as are set forth in the form of Note attached hereto as Annex A, all of which terms and provisions are incorporated by referenced in and made a part of this Third Supplemental Indenture as if set forth in full herein. 

Section 2.18. References to Premium. As used in the Indenture and this Third Supplemental Indenture with respect to the Notes and
in the certificates evidencing the Notes, all references to “premium” on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes. 

  
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 ARTICLE 3 

ADDITIONAL COVENANTS FOR THE BENEFIT OF HOLDERS OF NOTES 

Section 3.01. Additional Covenants. 

Article Ten of the Original Indenture is hereby supplemented, but solely insofar as relates to the Notes, by adding the following new sections
to appear immediately after Section 1010 of the Original Indenture and to read in full as follows (and the Table of Contents in the Original Indenture is amended, but solely insofar as relates to the Notes, to insert the section numbers and
titles of the following sections in appropriate sequence): 
  

	 	“Section 1011.	 Limitation on Incurrence of Total Debt. 

 “The Operating Partnership will
not, and will not cause or permit any of its Subsidiaries to, incur any Debt if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof on a pro forma basis, the aggregate principal
amount of all outstanding Debt of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): 

 

	 	“(1)	Adjusted Total Assets as of the end of the most recent fiscal quarter prior to the incurrence of such additional Debt; 

  

	 	“(2)	the aggregate purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Operating Partnership or any of its Subsidiaries since the end of such fiscal quarter, including
those obtained by application of the proceeds of such additional Debt, and owned by the Operating Partnership or any of its Subsidiaries as of the date of incurrence of such additional Debt; and 


 

	 	“(3)	the aggregate amount of any securities offering proceeds received by (or contributed to) the Operating Partnership or any of its Subsidiaries since the end of such fiscal quarter (to the extent that such proceeds were
not used to acquire such real estate assets or mortgages receivable (or interests therein) or used to reduce Debt of the Operating Partnership or any of its Subsidiaries), including the proceeds obtained from the incurrence of such additional Debt,


 “determined on a consolidated basis in accordance with GAAP. 

“For clarity, it is understood and agreed that, for purposes of this Section 1011, Debt of a Person existing at the time such Person
is merged or consolidated with or into the Operating Partnership or any of its Subsidiaries or becomes a Subsidiary of the Operating Partnership shall be deemed to have been incurred by the Operating Partnership or such Subsidiary, as the case may
be, on the date of such merger or consolidation or the date such Person becomes a Subsidiary of the Operating Partnership, as the case may be. 

  
 10 









	 	“Section 1012.	 Ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge. 


“The Operating Partnership will not, and will not cause or permit any of its Subsidiaries to, incur any Debt if the ratio of Consolidated
Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1, on a pro forma basis after
giving effect to the incurrence of such additional Debt and to the application of the proceeds thereof, determined on a consolidated basis in accordance with GAAP and calculated on the assumptions that: 

 

	 	“(1)	such additional Debt and any other Debt incurred by the Operating Partnership or any of its Subsidiaries since the first day of such four quarter period had been incurred, and the application of the proceeds therefrom
(including to repay or retire other Debt) had occurred, on the first day of such period, 

  

	 	“(2)	the repayment or retirement of any other Debt of the Operating Partnership or any of its Subsidiaries since the first day of such four quarter period had occurred on the first day of such period (except that, in making
such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and 


 

	 	“(3)	in the case of any acquisition or disposition by the Operating Partnership or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Operating
Partnership’s Board of Directors) in excess of $1,000,000, since the first day of such four quarter period, whether by merger, purchase or sale of Capital Stock or assets, or otherwise, such acquisition or disposition had occurred as of the
first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. 


“If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant
four quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average rate which would have been in effect
during the entire such four quarter period had been the applicable rate for the entire such period. 
 “For clarity, it is understood
and agreed that, for purposes of this Section 1012, Debt of a Person existing at the time such Person is merged or consolidated with or into the Operating Partnership or any of its Subsidiaries or becomes a Subsidiary of the Operating
Partnership shall be deemed to have been incurred by the Operating Partnership or such Subsidiary, as the case may be, on the date of such merger or consolidation or the date such Person becomes a Subsidiary of the Operating Partnership, as the case
may be. 
  

	 	“Section 1013.	 Limitation on Incurrence of Secured Debt. 

 “The Operating Partnership will
not, and will not cause or permit any of its Subsidiaries to, incur any Debt secured by a Lien upon any property or assets of the Operating Partnership or any of its Subsidiaries, whether owned as of the date of this Indenture or thereafter acquired


  
 11 








 
(“Secured Debt”), if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof on a pro forma basis, the
aggregate principal amount of all outstanding Secured Debt of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the sum of (without duplication): 

 

	 	“(1)	Adjusted Total Assets as of the end of the most recent fiscal quarter prior to the incurrence of such additional Debt; 

  

	 	“(2)	the aggregate purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Operating Partnership or any of its Subsidiaries since the end of such fiscal quarter, including
those obtained by application of the proceeds of such additional Debt, and owned by the Operating Partnership or any of its Subsidiaries as of the date of incurrence of such additional Debt; and 


 

	 	“(3)	the aggregate amount of any securities offering proceeds received by (or contributed to) the Operating Partnership or any of its Subsidiaries since the end of such fiscal quarter (to the extent that such proceeds were
not used to acquire such real estate assets or mortgages receivable (or interests therein) or used to reduce Debt of the Operating Partnership or any of its Subsidiaries), including the proceeds obtained from the incurrence of such additional Debt,


 “determined on a consolidated basis in accordance with GAAP. 

“For clarity, it is understood and agreed that, for purposes of this Section 1013, Debt of a Person existing at the time such Person
is merged or consolidated with or into the Operating Partnership or any of its Subsidiaries or becomes a Subsidiary of the Operating Partnership shall be deemed to have been incurred by the Operating Partnership or such Subsidiary, as the case may
be, on the date of such merger or consolidation or the date such Person becomes a Subsidiary of the Operating Partnership, as the case may be. 
  

	 	“Section 1014.	Maintenance of Unencumbered Total Asset Value. 

 “The Operating Partnership and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all of outstanding Unsecured Debt of the
Operating Partnership and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 
 “For clarity, it is
understood and agreed that, for purposes of this Section 1014, Debt of a Person existing at the time such Person is merged or consolidated with or into the Operating Partnership or any of its Subsidiaries or becomes a Subsidiary of the
Operating Partnership shall be deemed to have been incurred by the Operating Partnership or such Subsidiary, as the case may be, on the date of such merger or consolidation or the date such Person becomes a Subsidiary of the Operating Partnership,
as the case may be. 

  
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	 	“Section 1015.	Payment of Taxes and other Claims. 

 “The Operating Partnership will pay or
discharge or cause to be paid or discharged, before the same shall become delinquent: 
  

	 	“(1)	all taxes, assessments and governmental charges levied or imposed upon it or any of its Subsidiaries or upon any income, profits, property or assets of it or any of its Subsidiaries; and 


 

	 	“(2)	all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon its property or assets or the property or assets of any of its Subsidiaries, 


“provided, however, that the Operating Partnership will not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim (a) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (b) if the non-payment of any such taxes, assessments, charges or claims would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of the Operating Partnership to pay when due the principal of, and premium, if any, and interest on the Notes. 

 

	 	“Section 1016.	Provision of Financial Information. 

 “Whether or not the Operating Partnership is
subject to Section 13 or 15(d) of the Exchange Act, for so long as any Notes are Outstanding under this Indenture, the Operating Partnership shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which it would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if it were so subject, on or prior to the respective dates (each, a “Required Filing
Date”) by which it would have been required to file such documents if it were so subject. In addition: 
  

	 	“(1)	if the Operating Partnership is not subject to Section 13 or 15(d) of the Exchange Act, the Operating Partnership shall, not later than 15 days after each Required Filing Date, transmit by mail to all Holders of
Notes Outstanding under this Indenture, as their names and addresses appear in the Security Register for the Notes, without cost to such holders, copies of the annual reports, quarterly reports and other documents which it would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if it were subject to such Sections; provided that the Operating Partnership shall not be required to mail any such report or other document to Holders of Notes if
such report or other document is publicly available on the Commission’s or the Operating Partnership’s website (provided that within five days after the first time that the Operating Partnership shall make any such reports or documents
publicly available on the Operating Partnership’s website, it will disseminate a press release or similar public announcement (using such means of dissemination that is at the time customary for public companies in the United States of America)
announcing the availability of such reports and other documents on such website and providing the internet address of such website); 


  
 13 









	 	“(2)	the Operating Partnership shall, whether or not it is subject to Section 13 or 15(d) of the Exchange Act, not later than 15 days after each Required Filing Date, file with the Trustee copies of the annual reports,
quarterly reports and other documents which it would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if it were subject to those Sections; and 


 

	 	“(3)	if filing of any such report or other document required by any of the foregoing provisions to be filed with the Commission is not permitted under the Exchange Act, the Operating Partnership shall, promptly upon written
request and payment of reasonable costs of duplication and delivery, supply copies of such report or other document to any prospective Holder of Notes (or, in the case of a Global Security evidencing any Notes, any prospective owner of a beneficial
interest in such Global Security); provided that the Operating Partnership shall not be required to supply any such report or other document to a prospective owner or Holder if such report or other document is publicly available on the
Commission’s or the Operating Partnership’s website. 

 “Any report or other document which the Operating
Partnership is required to mail, file or supply to any Person pursuant to clause (1), (2) or (3) of this Section 1016 may instead be sent to such Person by email if such Person shall have consented in writing (including by email) to
email delivery and such email is sent to such Person at such email address as such Person may provide from time to time by notice to the Trustee or, in the case of clause (2) of this Section 1016, as the Trustee may provide from time to
time by notice to the Operating Partnership. 
 ARTICLE 4 

AMENDMENTS TO THE INDENTURE 
 FOR
THE BENEFIT OF THE HOLDERS OF THE NOTES 
 Section 4.01. Amendment to Section 402(3) of the Original Indenture.
Section 402(3) of the Original Indenture is hereby amended and restated, but only insofar as relates to the Notes, to read in full as follows: 
  

	 	“(3)	 Upon the Operating Partnership’s exercise of the above option applicable to this clause (3) of this Section 402 with respect to the
Outstanding Notes, the Operating Partnership and the Guarantor shall be released from their respective obligations under clause (ii) of Section 1005, Sections 1006 and 1007 and Sections 1011 through 1016, inclusive, on and after the date
the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Notes shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Notes, and any Guarantees, if any, thereof, each of the Operating Partnership and the Guarantor 



  
 14 









	 	
may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section, or by reason of reference in any such Section, to any other provision herein or in any other document, and such omission to comply shall not constitute a default or an Event of Default under Section 501(3)
or otherwise, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby.” 


Section 4.02. Amendment to Section 402(4) of the Original Indenture. Section 402(4) of the Original Indenture is hereby
amended, but only insofar as relates to the Notes, as follows: 
  

	 	(1)	by amending and restating Section 402(4)(c) to read in full as follows: 

  

	 	“(c)	No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, and, solely in the
case of legal defeasance under clause (2) of this Section 402, no Event of Default with respect to the Notes under clause (5) or (6) of Section 501 or event which with notice or lapse of time or both would become an Event of
Default with respect to the Notes under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during the period ending on and including the 91st day
after the date of such deposit (it being understood that this condition to legal defeasance under clause (2) of this Section 402 shall not be deemed satisfied until the expiration of such period).” 


Section 4.03. Amendment to Section 5.01 of the Original Indenture. Section 501 of the Original Indenture is hereby
amended and restated, but only insofar as relates to the Notes, to read in full as follows: 
  

	 	“Section 501.	Events of Default 

 “Event of Default,” wherever used herein with
respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body): 
  

	 	“(1)	default in the payment of any interest on any of the Notes when such interest becomes due and payable, and continuance of such default for a period of 30 days; or 


 

	 	“(2)	default in the payment of any principal of, or premium, if any, on any of the Notes when due (whether at Maturity or otherwise); or 

  


	 	“(3)	 default in the performance or breach of any covenant or warranty of the Operating Partnership or the Guarantor in this Indenture (other than a
covenant or warranty for which the consequences of breach or nonperformance are addressed elsewhere 



  
 15 









	 	
in this Section 501 or a covenant or warranty which has expressly been included in this Indenture, whether or not by means of a supplemental indenture, solely for the benefit of one or more
series of Securities other than the Notes) or in any of the Notes, and continuance of such default or breach (without such default or breach having been waived in accordance with the provisions of this Indenture) for a period of 60 days after there
has been given, by registered or certified mail, to the Operating Partnership by the Trustee or to the Operating Partnership and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

  

	 	“(4)	default under any bond, note, debenture, mortgage, indenture or other instrument under which there may be issued or outstanding or by which there may be secured or evidenced any indebtedness for money borrowed by the
Operating Partnership (or by any of its Subsidiaries, the repayment of which the Operating Partnership has guaranteed or for which the Operating Partnership is directly responsible or liable as obligor or guarantor) (in each case including a default
with respect to any Outstanding Securities of any other series), whether such indebtedness exists on the date of this Indenture or shall be created, assumed or incurred thereafter, which results in such indebtedness being declared or otherwise
becoming due and payable prior to the date on which it would otherwise have become due and payable, or which constitutes a failure to pay when due (after expiration of any applicable grace period) such indebtedness, in an aggregate principal amount
in excess of $50,000,000, but only if such indebtedness is not discharged or such acceleration is not rescinded or annulled within 30 days after there has been given, by registered or certified mail, to the Operating Partnership by the Trustee or to
the Operating Partnership and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes written notice specifying such default and requiring the Operating Partnership to cause such indebtedness to be
discharged or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or 

  

	 	“(5)	the Operating Partnership or any of its Significant Subsidiaries, pursuant to or under or within the meaning of any applicable Bankruptcy Law: 


 

	 	“(i)	commences a voluntary case or proceeding, or 

  

	 	“(ii)	consents to the entry of an order for relief against it in an involuntary case or proceeding or to the commencement of any bankruptcy or insolvency case or proceeding against it; or 


 

	 	“(iii)	consents to the appointment of a receiver, trustee, assignee, liquidator, custodian or other similar official under any Bankruptcy Law of it or for all or substantially of its property; or 


 

	 	“(iv)	makes a general assignment for the benefit of creditors; or 


  
 16 









	 	“(6)	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

  

	 	“(i)	is for relief against the Operating Partnership or any of its Significant Subsidiaries in an involuntary case; or 

  

	 	“(ii)	appoints a receiver, trustee, assignee, liquidator, custodian or other similar official under any Bankruptcy Law of the Operating Partnership or any of its Significant Subsidiaries or appoints a receiver, trustee,
assignee, liquidator, custodian or other similar official under any Bankruptcy Law for all or substantially all of the property of the Operating Partnership or any of its Significant Subsidiaries; or 


 

	 	“(iii)	orders the liquidation of the Operating Partnership or any of its Significant Subsidiaries, 


“and, in each case in this clause (6), the order or decree remains unstayed and in effect for 90 calendar days.” 

Section 4.04. Amendment to Section 603 of the Original Indenture. Section 603 of the Original Indenture is hereby
amended, but only insofar as relates to the Notes by deleting the reference therein to “Section 501(4)” and replacing such deleted text with “Section 501(3)”. 

Section 4.05. Amendment to Section 607 of the Original Indenture. 

Section 607 of the Original Indenture is hereby amended, but solely insofar as relates to the Notes, by deleting the reference therein to
“Section 501(7) or (8)” appearing in the third paragraph thereof and replacing such deleted text with “Section 501(5) or (6)”. 

Section 4.06. Amendment to Article Nine of the Original Indenture. Article Nine of the Original Indenture is hereby amended and
restated, but only insofar as relates to the Notes, to read in full as follows: 
 “ARTICLE NINE 

“SUPPLEMENTAL INDENTURES 
  

	 	“Section 901.	Supplemental Indentures Without Consent of Holders. 

 “Without the consent of any
Holders of the Notes or the Holders of any other Securities or Coupons, the Operating Partnership (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto to amend or modify (but solely insofar as relates to the Notes) the provisions of this Indenture or the Notes for any of the following purposes: 

 

	 	“(1)	 to evidence the succession of another Person to the Operating Partnership or the Guarantor, as the case may be, and the assumption by any such
successor of the 



  
 17 









	 	
covenants of the Operating Partnership or the Guarantor, as the case may be, in this Indenture and, in the case of a successor to the Operating Partnership, the Notes; and, if any such successor
to the Operating Partnership is not a limited partnership or any such successor to the Guarantor is not a corporation, to make such changes in phraseology but not substance (provided that no such change shall adversely affect the interests of the
Holders of any Notes then Outstanding) as may be necessary or appropriate to accommodate such change in type of entity; or 

  

	 	“(2)	to add to the covenants of the Operating Partnership or the Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Operating Partnership or the Guarantor by this
Indenture with respect to the Notes; or 

  

	 	“(3)	to add any additional Events of Default with respect to the Notes, provided, however, that in respect of any such additional Events of Default, any such supplemental indenture may provide for a particular period
of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may limit the right of Holders of a majority in aggregate principal amount of Outstanding Notes to waive such default; or


  

	 	“(4)	to establish the form or terms of the Notes and any deletions from or additions or changes to this Indenture in connection therewith, including, without limitation, deletions from or additions or changes to
Section 902 (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); or 

  

	 	“(5)	to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 610; or 

  

	 	“(6)	to cure (but solely with respect to the Notes) any ambiguity or to correct or supplement (but solely with respect to the Notes) any provision in this Indenture which may be defective or which may be inconsistent with
any other provision of this Indenture, or to make (but solely with respect to the Notes) any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with this Indenture, provided that, in
each case, such action shall not adversely affect the interests of the Holders of any Notes Outstanding under this Indenture in any material respect; or 

  

	 	“(7)	to make any change necessary to comply with the Trust Indenture Act; or 

  

	 	“(8)	 to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the legal defeasance, covenant
defeasance or satisfaction and discharge of the Notes pursuant to Article Four, provided that any 



  
 18 









	 	
such action shall not adversely affect the interests of the Holders of the Securities of any series (including, without limitation, the Notes) or Coupon in any material respect; or


  

	 	“(9)	to secure the Notes or to add guarantees or additional guarantees or one or more guarantors or additional guarantors (which may include, without limitation, any Subsidiaries of the Operating Partnership) with respect to
the Notes and, in the case of any such guarantees or guarantors, to establish the form and terms of such guarantees and to make such changes (but solely with respect to the Notes) to this Indenture and/or the guarantees endorsed on the Notes to
provide that any such additional guarantees shall be joint and several with any existing or future guarantees of the Notes, to add Events of Default relating to such guarantors or guarantees, to add any covenants relating to such guarantors and to
provide for the circumstances under which such guarantors shall be released from their respective obligations under such guarantees and this Indenture; or 

  

	 	“(10)	to amend or supplement (but solely with respect to the Notes) any provision contained in this Indenture or in any supplemental indenture or in the Notes, including, without limitation, to eliminate (but solely with
respect to the Notes) any such provision, provided that such amendment or supplement does not apply to any Outstanding Notes issued prior to the date of the supplemental indenture effecting such amendment or supplement, as the case may be,
and entitled to the benefits of such provision; or 

  

	 	“(11)	to conform the terms of this Indenture (solely insofar as it applies to the Notes) or the terms of the Notes to the description thereof contained in any prospectus, prospectus supplement or similar offering document
used in connection with the initial offering and sale of the Notes to investors in a public offering, as evidenced by an Officer’s Certificate of the Operating Partnership delivered to the Trustee. 


 

	 	“Section 902.	Supplemental Indentures with Consent of Holders. 

 “With the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding Notes, by Act of said Holders delivered to the Operating Partnership and the Trustee, the Operating Partnership (when authorized by or pursuant to a Board Resolution), the
Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating (but solely insofar
as relates to the Notes) any of the provisions of this Indenture or of the Notes or of modifying in any manner the rights of the Holders of Notes under this Indenture; provided, that no such supplemental indenture, without the consent of the
Holder of each Outstanding Note, shall: 
  

	 	“(1)	 change the Stated Maturity of any principal of, or premium, if any, or any installment of interest on, any Note or reduce the principal amount of or
any premium, if any, on any Note or reduce the rate of interest on any Note (or modify the calculation of interest on any Note except in a manner that increases such rate of interest), or reduce the amount payable upon redemption of any Note at the




  
 19 









	 	
option of the Operating Partnership, or change the Place of Payment where or the Currency in which the principal of, or any premium or interest on, any Note, or impair any Holder’s right to
institute suit for the enforcement of any payment due on any Notes on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or on or after any other date on which any such principal, premium, if any,
or interest shall become due and payable; or 

  

	 	“(2)	reduce the percentage in aggregate principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or Section 1008 of this Indenture, or reduce (solely insofar as relates to the Notes) the requirements
of Section 1504 for quorum or voting or modify (solely insofar as relates to the Notes) any of the provisions of this Section, Section 513 or Section 1008 except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived (solely insofar as relates to the Notes) without the consent of the Holder of each Outstanding Note. 


“A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included
solely for the benefit of the Notes, or which modifies the rights of the Holders of Notes with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other
series. 
 “Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the
Operating Partnership and the Guarantor shall be entitled to enter into a supplemental indenture under this Section 902 (together with any other parties that are required or permitted, pursuant to this Indenture, to be parties to such
supplemental indenture) with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities; and, without limitation to the foregoing but for
purposes of clarity, it is understood and agreed that no consent from any Holders of the Notes shall be required for any amendment or supplement to this Indenture that relates solely to one or more series of Securities other than the Notes. 

“It shall not be necessary for any Act of Holders of Notes under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  

	 	“Section 903.	Execution of Supplemental Indentures. 

 “As a condition to executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Officer’s Certificate of each of the Operating Partnership and the Guarantor and an Opinion of Counsel to 

  
 20 








 
the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by,
and is a valid and binding obligation of, each of the Operating Partnership and the Guarantor, enforceable against the Operating Partnership and the Guarantor in accordance with its terms, subject to customary exceptions. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
  

	 	“Section 904.	Effect of Supplemental Indentures. 

 “Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Note theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. 
  

	 	“Section 905.	Reference in Securities to Supplemental Indentures. 

 “Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation as to any matter provided for in such supplemental indenture. If the Operating Partnership shall so
determine, new Notes and new Guarantees, if any, or guarantees of any Other Guarantors, if any, endorsed thereon, in each case so modified as to conform, in the opinion of the Trustee and the Operating Partnership, to any such supplemental indenture
may be prepared by the Operating Partnership and executed (in the case of any such Notes) by the Operating Partnership and executed (in the case of any such Guarantees or any other such guarantees endorsed on such Notes) by the Guarantor or the
applicable Other Guarantors, if any, as the case may be, and such Notes may be authenticated and delivered by the Trustee, upon Operating Partnership Order, in exchange for Outstanding Notes. 

 

	 	“Section 906.	Conformity with Trust Indenture Act. 

 “Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.” 
 Section 4.07.
Amendment to Other Sections of Article Ten of the Original Indenture. Article Ten of the Original Indenture is hereby amended, but only insofar as relates to the Notes, by amending and restating Sections 1005 through 1009 thereof to read in
full as follows (and the Table of Contents in the Original Indenture is amended to revise the titles of Sections 1005 and 1009 indicated below in such Table of Contents to conform to the titles set forth below): 

 

	 	“Section 1005.	Existence of the Operating Partnership and the Guarantor. 

 “Except as permitted
under Article Eight, (i) each of the Operating Partnership and the Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence (corporate, partnership or other, as the case may be) and
(ii) the Operating Partnership shall do or cause to be done all things necessary to preserve and keep in full force and effect its rights (under its partnership agreement or other organizational documents, as the case may be, and its statutory
rights), licenses and franchises; provided, however, that the 

  
 21 








 
Operating Partnership shall not be required to preserve any such right, license or franchise if the Board of Directors of the Operating Partnership determines that the preservation thereof is no
longer desirable in the conduct of the business of the Operating Partnership. 
  

	 	“Section 1006.	Maintenance of Properties. 

 “The Operating Partnership will cause all of its
material properties and the material properties of each of its Subsidiaries that are used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order,
normal wear and tear, casualty and condemnation excepted, and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof (and the Operating Partnership may take
out of service for a period of time any of its or its Subsidiaries’ properties that have been condemned or suffered any loss due to casualty in order to make such repairs, betterments and improvements), all as in its judgment may be necessary
so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, notwithstanding anything in this Indenture to the contrary, the Operating Partnership may (i) discontinue the
maintenance of any of such properties if such discontinuance is, in the reasonable judgment of the Operating Partnership, desirable in the conduct of its business or the business of any Subsidiary of the Operating Partnership and not disadvantageous
in any material respect to the Holders of any Notes Outstanding under this Indenture, (ii) remove, or cause its Subsidiaries to remove, permanently any property that has been condemned or suffered a loss due to casualty based on the Operating
Partnership’s reasonable judgment that such removal is in the best interest of the Operating Partnership or (iii) sell or otherwise dispose of, or cause its Subsidiaries to sell or otherwise dispose of, for value any of their respective
properties in the ordinary course of business. 
  

	 	“Section 1007.	Insurance. 

 “The Operating Partnership will, and will cause each of its
Subsidiaries to, keep in force upon all of its insurable properties insurance policies carried with reputable companies in such amounts and covering such risks as is customary in the industry in which the Operating Partnership and its Subsidiaries
do business in accordance with prevailing market conditions and availability. 
  

	 	“Section 1008.	Waiver of Certain Covenants. 

 “Each of the Operating Partnership and the Guarantor
may omit in any particular instance to comply with any term, provision or condition set forth in clause (ii) of Section 1005, Sections 1006 and 1007 and Section 1011 through 1016, inclusive, but in each case solely insofar as relates
to the Notes and, if expressly provided pursuant to Section 301, any additional covenants applicable to the Notes if, before the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding
Notes, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Operating Partnership and the Guarantor, as the case may be, and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect. 

  
 22 









	 	“Section 1009.	Operating Partnership and Guarantor Statement as to Compliance. 

 “Each of the
Operating Partnership and the Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officer’s Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting officer of the Operating Partnership or the Guarantor, as applicable, stating whether or not, to the best of his or her knowledge, the Operating Partnership and the
Guarantor, as applicable, are in compliance with all terms, conditions, covenants and other provisions of this Indenture, the Securities (without regard to notice requirements or periods of grace) and if the Operating Partnership or the Guarantor,
as applicable, shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.” 

ARTICLE 5 
 MISCELLANEOUS
PROVISIONS 
 Section 5.01. Adoption, Ratification and Confirmation. The Original Indenture, as supplemented and amended by this
Third Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided. 

Section 5.02. Conflicts with Trust Indenture Act. If any provision of this Third Supplemental Indenture limits, qualifies or
conflicts with a provision of the Trust Indenture Act deemed to be included in the Indenture pursuant to Section 318(c) thereof, the latter provision shall control. 

Section 5.03. Effect of Headings and Table of Contents. The Article, Section and subsection headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. 
 Section 5.04. Successors and Assigns. All
covenants and agreements in this Third Supplemental Indenture by the Operating Partnership and the Guarantor shall bind their respective successors and assigns, whether so expressed or not. 

Section 5.05. Separability Clause. In case any provision in this Third Supplemental Indenture or any Note that may be endorsed on
the certificate evidencing any Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby. 

Section 5.06. Benefits of Third Supplemental Indenture. Nothing in this Third Supplemental Indenture or any Note, express or
implied, shall give to any Person, other than the parties hereto, any Security Registrar and any Paying Agent and their successors under the Indenture and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this
Third Supplemental Indenture. 

  
 23 








 Section 5.07. Governing Law. This Third Supplemental Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York without regard, to the extent permitted by applicable law, to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401.
EACH OF THE OPERATING PARTNERSHIP, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH
THIS THIRD SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 Section 5.08.
Counterparts. This Third Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. To the extent permitted by applicable law, the
exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Third Supplemental Indenture for all purposes, and signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 5.09. Conflicts with Original Indenture. To the extent that any provision of this Third Supplemental Indenture conflicts
with the Original Indenture, the provisions of this Third Supplemental Indenture will (except as may be otherwise required by the Trust Indenture Act) govern and be controlling. 

Section 5.10. Acceptance by Trustee. The Trustee accepts the amendments and supplements to the Original Indenture effected by, and
the other terms and provisions of, this Third Supplemental Indenture and agrees to execute the trusts created by the Original Indenture as hereby amended and supplemented, upon the terms and conditions set forth in the Indenture. 

Section 5.11. Numbering of Sections and Articles in the Indenture. As provided above, this Third Supplemental Indenture amends and
supplements the Original Indenture, but solely insofar as relates to the Notes, to, among other things, add certain covenants and other provisions designated as Sections 1011 through 1016. Because the foregoing provisions added by this Third
Supplemental Indenture relate solely to the Notes, it is understood and agreed that the article and section numbers assigned to provisions added to the Original Indenture with respect to the Notes by this Third Supplemental Indenture may be assigned
to provisions that may, in accordance with the terms of the Indenture, be added to the Indenture with respect to any one or more other series of Securities so long as such additional provisions shall relate only to such other series of Securities.

 [Signature Page Follows] 

  
 24 








 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed, all as of the day and year first written above. 
  

					
	MID-AMERICA APARTMENTS, L.P.,
	as Issuer
	By:	 	Mid-America Apartment Communities, Inc.,
	its general partner
		
	By:	 	 /s/ Albert M. Campbell, III

		 	Name:	 	Albert M. Campbell, III
		 	Title:	 	EVP and CFO


  

			
	Attest:
	
	 /s/ Robert J. DelPriore

	Name:	 	Robert J. DelPriore
	Title:	 	EVP

  

					
	MID-AMERICA APARTMENT COMMUNITIES, INC.
		
	By:	 	 /s/ Albert M. Campbell, III

		 	Name:	 	Albert M. Campbell, III
		 	Title:	 	EVP and CFO


  

			
	Attest:
	
	 /s/ Robert J. DelPriore

	Name:	 	Robert J. DelPriore
	Title:	 	EVP


  
 25 








 
					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Wally Jones

		 	Name:	 	Wally Jones
		 	Title:	 	Vice President



  
 26 








 ANNEX A 

FORM OF NOTE 







 [This paragraph for inclusion in Global Notes only—] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE (AS DEFINED BELOW) AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.] 

[This paragraph for inclusion in Global Notes only—] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), TO THE OPERATING PARTNERSHIP (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

			
	No.: R- ●	  	$●
	CUSIP No.59523UAM9	  	
	ISIN No.: US59523UAM99	  	

 MID-AMERICA APARTMENTS, L.P. 

4.000% Senior Notes due 2025 

Mid-America Apartments, L.P., a Tennessee limited partnership (hereinafter called the “Operating Partnership”, which term includes
any successor thereto under the Indenture referred to below), for value received, hereby promises to pay to ●, or registered assigns, the principal sum of ● Dollars ($●) on November 15, 2025, and to pay interest thereon from
November 9, 2015 or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year (each, an “Interest Payment Date”), commencing May 15,
2016, and at Maturity, at the rate of 4.000% per annum, until the principal hereof is paid or duly made available for payment. Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The
interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Person who was the Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Any principal of, or premium, if any, or interest on this Note which is not paid when due shall, to the extent permitted by applicable law, bear interest from the date such amount was
originally due to the date of payment of such overdue amount at an interest rate per annum equal to the rate of interest borne by this Note. All such interest on overdue amounts shall be payable on demand. 

  
 A-1 








 Payment of the principal of, and premium, if any, and interest on this Note will be made at the
Office or Agency of the Operating Partnership maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Operating Partnership, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer
to an account maintained by the payee with a bank located in the United States of America; provided, further, that, notwithstanding the foregoing, all payments of principal of, and premium, if any, and interest on Notes in global form
that are registered in the name of a Depository or its nominee (“Global Notes”) shall be made by wire transfer of immediately available funds (unless otherwise required by the Depository) in accordance with the procedures of the
Depository. 
 This Note is one of a duly authorized issue of Securities of the Operating Partnership issued and to be issued in one or more
series under an Indenture dated as of October 16, 2013 (the “Original Indenture”), as amended and supplemented by the Third Supplemental Indenture dated as of November 9, 2015 (the “Third Supplemental Indenture”; the
Original Indenture, as amended and supplemented by the Third Supplemental Indenture and any other indentures supplemental thereto, is hereinafter called the “Indenture”), each among the Operating Partnership, Mid-America Apartment
Communities, Inc., a Tennessee corporation (the “Guarantor,” which term includes any successor thereto under the Indenture), and U.S. Bank National Association, as trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Operating
Partnership, the Guarantor, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series of Securities designated on the face hereof (such series of
Securities, the “Notes”). Anything herein to the contrary notwithstanding, the Notes are not guaranteed by the Guarantor. 
 Prior
to August 15, 2025, the Notes may be redeemed, at any time in whole or from time to time in part, at the option of the Operating Partnership at a Redemption Price equal to the greater of: 

 

	 	(a)	100% of the principal amount of the Notes to be redeemed, and 

  

	 	(b)	the sum of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (exclusive of interest accrued to the applicable Redemption Date) discounted to such
Redemption Date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 30 basis points, 


plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not
including, such Redemption Date. 
 On and after August 15, 2025, the Notes may be redeemed, at any time in whole or from time to time
in part, at the option of the Operating Partnership at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including,
such Redemption Date. 
 Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an Interest Payment
Date falling on or prior to a Redemption Date for the Notes will be payable to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business on the relevant Regular Record Dates
according to their terms and the provisions of the Indenture. 
 “Treasury Rate” means (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the 

  
 A-2 








 
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life of the
Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the
nearest month), or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the applicable Redemption Date. The Treasury Rate shall be
calculated on the third Business Day preceding the applicable Redemption Date. As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” below, the term “Business Day” means any
day, other than a Saturday or a Sunday, that is not a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. 

“Comparable Treasury Issue” means, with respect to any Redemption Date for the Notes, the United States Treasury security selected
by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. 

“Independent Investment Banker” means, with respect to any Redemption Date for the Notes, an independent investment banking
institution of national standing appointed by the Operating Partnership with respect to such Redemption Date. 
 “Comparable Treasury
Price” means, with respect to any Redemption Date for the Notes: 
  

	 	(a)	the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or 


 

	 	(b)	if the Operating Partnership obtains fewer than five but more than one such Reference Treasury Dealer Quotations for such Redemption Date, the average of all such quotations, or 


 

	 	(c)	if the Operating Partnership obtains only one such Reference Treasury Dealer Quotation for such Redemption Date, that Reference Treasury Dealer Quotation. 


“Reference Treasury Dealer” means with respect to any Redemption Date for the notes, as determined by the Operating Partnership,
either (a) (i) two primary U.S. Government securities dealer in The City of New York (each, a “Primary Treasury Dealer”) selected jointly by J.P. Morgan Securities LLC, Jefferies LLC, U.S. Bancorp Investments, Inc. and Wells
Fargo Securities, LLC and their respective successors and (ii) three other Primary Treasury Dealers selected by the Operating Partnership or (b) one Primary Treasury Dealer selected by the Operating Partnership and four other Primary
Treasury Dealers selected by the Independent Investment Banker. 
 “Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any Redemption Date for the Notes, the average, as determined by the Operating Partnership, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Operating Partnership by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

Notice of any redemption by the Operating Partnership will be mailed at least 30 days but not more than 60 days before any Redemption Date to
the Holders of the Notes to be redeemed. If less than all of the Outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions of the Notes (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) to
be redeemed by such method as the Trustee shall deem fair and appropriate and, in the case of Global Notes, in accordance with the Depository’s procedures; provided, however, that the unredeemed portion of the principal amount of any Note being
redeemed in part must be an authorized denomination. 

  
 A-3 








 Unless the Operating Partnership defaults in payment of the Redemption Price and accrued unpaid
interest on the Notes or portions thereof called for redemption, on and after any Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. 

The Notes are not subject to, and will not be entitled to the benefit of, any sinking fund. 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of, and accrued and unpaid interest on the Notes
may be declared immediately due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with
certain exceptions as therein provided, the Operating Partnership, the Guarantor and the Trustee, with the consent of the Holders of at least a majority in principal amount of the Outstanding Notes, to modify or amend (but solely insofar as relates
to the Notes) any provisions of the Indenture or of the Notes or the rights of the Holders of the Notes under the Indenture. The Indenture also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive (but solely insofar as relates to the Notes), compliance by the Operating Partnership and the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture with respect to the Notes and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on this Note, at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. 

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Security
Register upon surrender of this Note for registration of transfer at the Office or Agency of the Operating Partnership maintained for the purpose in any place where the principal of, and interest on this Note are payable, duly endorsed, or
accompanied by a written instrument of transfer in form satisfactory to the Operating Partnership and the Security Registrar duly executed by the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The
Notes are issuable only in registered form without Coupons in the denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein, the Notes are
exchangeable for a like aggregate principal amount of Notes in any authorized denominations, as requested by the Holders surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. 

Prior to due presentment of this Note for registration of transfer, the Operating Partnership, the Guarantor, any Other Guarantor of the
Notes, the Trustee and any agent of the Operating Partnership, the Guarantor, any such Other Guarantor or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether
or not any payment with respect to this Note shall be overdue, and none of the Operating Partnership, the Guarantor, any such Other Guarantor, the Trustee or any such agent shall be affected by notice to the contrary. 

The Indenture contains provisions whereby, upon the satisfaction of certain conditions, (i) the Operating Partnership may be discharged
from its obligations with respect to the Notes, and the Operating Partnership and the Guarantor may be discharged from their other respective obligations under the Indenture (in each case subject to certain exceptions) or (ii) the Operating
Partnership and the Guarantor may be released from their respective obligations under specified covenants in the Indenture. 

  
 A-4 








 No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in
this Note, or because of any indebtedness evidenced by any of the foregoing, shall be had against any past, present or future partner, shareholder, member, manager, employee, officer, agent or director, solely in their capacity as such, of the
Operating Partnership or of any of the Operating Partnership’s predecessors or successors, either directly or through the Operating Partnership or any such predecessor or successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Note by the Holder and as part of the consideration for the issue of this
Note; provided, however, that the foregoing provisions of this paragraph shall not be applicable to, or limit recourse under or upon, any obligation, covenant or agreement of the Guarantor set forth in the Indenture. 

This Note shall be governed by and construed in accordance with the laws of the State of New York without regard, to the extent permitted by
applicable law, to the conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. 
 All
terms used in this Note which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture. To the extent that any term defined in the Original Indenture shall have been superseded or replaced,
insofar as relates to the Notes, by a term defined in the Third Supplemental Indenture, then, for all purposes of this Note, such term shall have the meaning specified in the Third Supplemental Indenture. 

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature
of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 A-5 








 IN WITNESS WHEREOF, the Operating Partnership has caused this instrument to be duly executed by
the manual or facsimile signatures of two of the duly authorized officers of its general partner. 
 Dated: ● 

 

					
	MID-AMERICA APARTMENTS, L.P.
		
	By:	 	Mid-America Apartment Communities, Inc., its general partner
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory


  
 A-6 








 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

									
	TEN COM—as tenants in common	 	UNIF GIFT MIN ACT —	 	  
	 	Custodian	 	  

	TEN ENT—as tenants by the entireties	 		 	(Cust)	 		 	(Minor)
	JT TEN—as joint tenants with right of survivorship	 	Under Uniform Gifts to Minors


									
	and not as tenants in common	 		 	Act	 	  

		 		 		 	(State)	 	

 Additional abbreviations may also be used though not in the above list. 

 
  

FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

 

			
	    	  	
	    	  	


  
  

 
 PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS OF ASSIGNEE 
  
  

 
 the within
security and all rights thereunder, hereby irrevocably constituting and appointing 
  

			
	  
	 	Attorney
	to transfer said security on the books of the Operating Partnership with full power of substitution in the premises.

  

									
	Dated:	 	  
	 		 	Signed:	 	  


 Notice: The signature(s) to this assignment must correspond with the name(s) as it (they) appear upon the face
of the within security in every particular, without alteration or enlargement or any change whatsoever. 

  
 A-7