EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is made as of this 1st
day of December, 2016 (the “Effective Date”), by and among MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the
other lending institutions parties to the Credit Agreement described below (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Agent and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of
October 15, 2015 (the “Credit Agreement”); and 
 WHEREAS, the Borrower has requested that the Agent and the
Lenders make certain modifications to the terms of the Credit Agreement; and 
 WHEREAS, the Agent and the Lenders have agreed to
make such modifications subject to the execution and delivery by the Borrower of this Amendment. 
 NOW, THEREFORE, for and in
consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows: 

1. Definitions. All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit
Agreement. 
 2. Modification of Credit Agreement. The Borrower, the Agent and the Lenders hereby modify and amend the Credit
Agreement as follows: 
 (a) By deleting in their entirety the definitions of “Capitalization Rate”, “Defaulting Lender”,
“Loan and Loans”, “Revolving Credit Loan or Loans”, “Swing Loan Commitment” and “Total Commitment” appearing in §1.1 of the Credit Agreement, and inserting in lieu thereof following: 

“Capitalization Rate. Six percent (6.00%). 

Defaulting Lender. Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its
funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing,
unless such failure arises out of such Lender’s good faith determination that a condition precedent to funding (specifically identified) has not been 







 
satisfied, (b) (i) has notified the Borrower or the Agent that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that
effect with respect to its funding obligations under other agreements generally in which it commits to extend credit, unless with respect to this clause (b), such failure arises from such Lender’s good faith determination that a condition
precedent to funding (specifically identified) has not been satisfied, (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent and Borrower that it will comply
with its funding obligations; provided that, notwithstanding the provisions of §2.12, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding
obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors,
moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance
of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such governmental authority or
instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person). Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to §2.12(g)) upon delivery of written notice of such determination to the Borrower and each Lender. 

Loan and Loans. An individual loan or the aggregate loans (including Revolving Credit Loans and Swing Loans), as the
case may be, in the maximum principal amount of $1,000,000,000.00 (subject to increase in §2.10) to be made by the Lenders hereunder. All Loans shall 

  
 2 








 
be made in Dollars. Amounts drawn under Letters of Credit shall also be considered Revolving Credit Loans as provided in §2.9(f). 

Revolving Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case
may be, in the maximum principal amount of $1,000,000,000.00 (subject to increase as provided in §2.10) to be made by the Lenders hereunder as more particularly described in §2. Without limiting the foregoing, Revolving Credit Loans shall
also include Revolving Credit Loans made pursuant to §2.9(f). 
 Swing Loan Commitment. The sum of
$85,000,000.00, as the same may be changed from time to time in accordance with the terms of this Agreement. 
 Total
Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of December 1, 2016, the Total Commitment is $1,000,000,000.00.” 

(b) By inserting the following new definitions to §1.1 of the Credit Agreement in the appropriate alphabetical order: 

“Bail-In Action. The exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 Bail-In Legislation. With respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 EEA Financial Institution. (a) Any credit institution or investment firm established in any EEA
Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

EEA Member Country. Any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

EEA Resolution Authority. Any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

  
 3 








 EU Bail-In Legislation Schedule. The EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor person), as in effect from time to time. 
 Write-Down and
Conversion Powers. With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule.” 
 (c) By deleting in its entirety the last sentence of
§2.12(c) of the Credit Agreement, and inserting in lieu thereof the following: 
 “Subject to §36, no
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of
such Non-Defaulting Lender’s increased exposure following such reallocation.” 
 (d) By inserting the following new §36 into
the Credit Agreement: 
 “§36. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS. 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down
and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b) the effects of any Bail-In Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of 

  
 4 








 
ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.” 
 (e) By deleting in their entirety the words and numbers “[Seven Hundred Fifty Million and
No/100 Dollars ($750,000,000.00)]” appearing in the third (3rd) and fourth (4th) lines of paragraph (a) appearing on page 1 of the Guaranty, which is attached to the Credit Agreement as Exhibit H, and inserting in lieu
thereof the words and numbers “[One Billion and No/100 Dollars ($1,000,000,000.00)]”. 
 (f) By deleting in its entirety
Schedule 1.1 to the Credit Agreement, and inserting in lieu thereof Schedule 1.1 attached hereto and made a part hereof. 
 3.
Commitments. 
 (a) Borrower is, pursuant to this Amendment, increasing the Total Commitment pursuant to §2.10 of the Credit
Agreement. Borrower hereby acknowledges and agrees that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment shall be the amount set forth on
Schedule 1.1 attached hereto. In connection with the increase of the Total Commitment, TD Bank, NA (the “New Lender”) shall be issued a Revolving Credit Note in the principal face amount of its Commitment, which will be a
“Revolving Credit Note” under the Credit Agreement, and New Lender shall be a Lender under the Credit Agreement. Each of the Lenders previously a party to the Credit Agreement that is increasing its Commitment in connection with this
Amendment (collectively, the “Existing Modifying Lenders”) shall receive a Revolving Credit Note based on its respective Commitment as set forth on Schedule 1.1 hereto (and promptly return to Borrower its existing Revolving Credit Note),
which Revolving Credit Notes shall be replacements for such Lender’s existing Revolving Credit Notes and shall not be a novation or satisfaction of the indebtedness thereunder. 

(b) By its signature below, New Lender, subject to the terms and conditions hereof, hereby becomes a party to the Credit Agreement and agrees
to perform all obligations with respect to its respective Commitment as if New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations
shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in respect of Swing Loans
as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided
therein. New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 and 18 of the Credit Agreement. Further, New Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger, or on any affiliate or subsidiary thereof or any other Lender and based on such documents, financial 

  
 5 








 
statements and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Not in limitation of the foregoing, New Lender
acknowledges and agrees that the Agent, the Arranger and the other Lenders are making no representations or warranties with respect to, and New Lender hereby releases and discharges the Agent, the Arranger and the other Lenders for any
responsibility or liability for: (i) the present or future solvency or financial condition of the Borrower, any Guarantor or any other Person, (ii) any representations, warranties, statements or information made or furnished by the
Borrower, any Guarantor or any other Person in connection with the Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the Credit Agreement, any other Loan Document or any other document or instrument
executed in connection therewith, or the collectability of the Obligations, (iv) the perfection, priority or validity of any Lien with respect to any collateral at any time securing the Obligations under the Notes or the Credit Agreement and
(v) the performance or failure to perform by the Borrower, any Guarantor or any other Person of any obligation under the Credit Agreement or any other Loan Document to which it is a party. Except as expressly provided in the Credit Agreement,
neither the Agent, the Arranger nor any other Lender shall have any duty or responsibility whatsoever, either initially or on a continuing basis, to provide New Lender with any credit or other information with respect to the Borrower or any
Guarantor or to notify any New Lender of any Default or Event of Default. New Lender has not relied on the Agent, Arranger, any other Lender or any subsidiary or affiliate thereof as to any legal or factual matter in connection therewith or in
connection with the transactions contemplated thereunder. 
 (c) New Lender (i) represents and warrants as to itself that (A) it is
legally authorized to, and has full power and authority to, enter into this Amendment and perform its obligations under this Amendment and the Credit Agreement, and (B) it does not control, is not controlled by, is not under common control with
and is otherwise free from influence or control by, the Borrower or the Guarantors, if any, and is not a Defaulting Lender or an Affiliate of a Defaulting Lender or a natural person; (ii) confirms that it has received copies of the Credit
Agreement, the other Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it has and will,
independently and without reliance upon any Lender, the Agent or the Arranger and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan
Documents, the creditworthiness of the Borrower and any Guarantors and the value of the assets of the Borrower and any Guarantors, and taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Agent to take such
action as contractual representative on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (v) agrees that, by this Amendment, it has become a party to and will perform
in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. New Lender acknowledges and confirms that its address for notices is as set forth on the signature pages
hereto, and its Domestic Lending Office and LIBOR Lending Office for Revolving Credit Loans is as set forth on Schedule 1.1 attached hereto. 

(d) By its signature below, each Existing Modifying Lender hereby agrees to perform all obligations with respect to its respective Commitment
as set forth in the Agreement (as modified by this Amendment), which obligations shall include, but shall not be limited to, the 

  
 6 








 
obligation to make Revolving Credit Loans to the Borrower with respect to its Revolving Credit Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in
respect of Swing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify
the Agent as provided therein. 
 (e) On the effective date of this Amendment, (i) the Lenders shall fund so much of the increase of the
Commitment to Agent as is necessary in order that the outstanding principal balance of the Loans prior to the effectiveness of this Amendment shall be reallocated among the Lenders such that the outstanding principal amount of Loans owed to each
Lender shall be equal to such Lender’s Commitment Percentage of the Outstanding Loans (as in effect after the effectiveness of this Amendment), and (ii) those Lenders whose Commitment is increasing (including the New Lender) shall advance
the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans. 

4. References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the
Credit Agreement, as modified and amended herein. 
 5. Acknowledgment of Borrower. Borrower hereby acknowledges, represents and
agrees that the Loan Documents (including the new Notes delivered pursuant hereto) as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Borrower, enforceable against Borrower in
accordance with their respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of Borrower’s obligations under the Loan Documents. 

6. Representations and Warranties. Borrower represents and warrants to Agent and the Lenders as follows: 

(a) Authorization. The execution, delivery and performance of this Amendment and the other documents executed in connection herewith and
the transactions contemplated hereby and thereby (i) are within the authority of Borrower, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower, (iii) do not and will not conflict with or result in
any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, (iv) do not and will not conflict with or
constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter
documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, the Borrower or any of its properties or to which the Borrower is subject, and (v) do not and will not result in or require the imposition
of any lien or other encumbrance on any of the properties, assets or rights of the Borrower. 
 (b) Enforceability. This Amendment and
the other documents executed in connection herewith are the valid and legally binding obligations of Borrower enforceable in accordance 

  
 7 








 
with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and the effect of general principles of equity. 
 (c) Approvals. The execution,
delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration
with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and any disclosure filings with the SEC as may be required with respect to this Amendment.

 (d) Reaffirmation. Borrower reaffirms and restates as of the date hereof each and every representation and warranty made by the
Borrower and its Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. 

7. No Default. By execution hereof, the Borrower certifies that as of the date of this Amendment and immediately after giving effect to
this Amendment, no Default or Event of Default has occurred and is continuing. 
 8. Waiver of Claims. Borrower acknowledges,
represents and agrees that Borrower has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever arising on or before the date hereof with respect to the Loan Documents, the administration or funding of the
Loan or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender pursuant to or relating to the Loan Documents, and Borrower does hereby expressly waive, release and
relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action arising on or before the date hereof, if any. 

9. Ratification. Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in
full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Documents as modified and amended herein. Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to
constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower under the Loan Documents. 

10. Effective Date. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and
substance reasonably satisfactory to the Agent: 
 (a) A counterpart of this Amendment duly executed by the Borrower, the Required Lenders,
the New Lender and Agent; 
 (b) An opinion of counsel to the Borrower addressed to the Agent and the Lenders covering such matters as the
Agent may reasonably request; 

  
 8 








 (c) A Revolving Credit Note duly executed by the Borrower in favor of New Lender and the Existing
Modifying Lenders in the amount set forth next to such Lender’s name on Schedule 1.1 attached hereto, and a new Swing Loan Note to the Swing Loan Lender in the amount of the increased Swing Loan Commitment; 

(d) Evidence that the Borrower shall have paid all fees due and payable with respect to this Amendment; and 

(e) Such other amendments, certificates, documents, instruments, title endorsements and agreements as the Agent may reasonably request. 

The Borrower will pay the reasonable fees and expenses of Agent in connection with this Amendment and the transactions contemplated hereby in accordance with
§15 of the Credit Agreement. 
 11. Amendment as Loan Document. This Amendment shall constitute a Loan Document. 

12. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same
agreement. 
 13. MISCELLANEOUS. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in
the Credit Agreement. 
 [SIGNATURES CONTAINED ON THE FOLLOWING PAGES] 

  
 9 








 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed under seal
by its duly authorized representatives as of the date first set forth above. 
  

					
	BORROWER:
	
	MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership
		
	By:	 	Mid-America Apartment Communities, Inc., a Tennessee corporation, its sole general partner
			
		 	By:	 	/s/ Andrew Schaeffer            
		 		 	Andrew Schaeffer
		 		 	Senior Vice President and Treasurer
			
		 		 	(SEAL)                


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
 [Signature Page to
First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016] 








 
			
	AGENT AND LENDERS:
	
	KEYBANK NATIONAL ASSOCIATION, individually and as Agent
		
	By:	 	  /s/ Tayven Hike
	Name:	 	   Tayven Hike

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	  /s/ Brandon H. Barry
	Name:	 	   Brandon H. Barry

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	REGIONS BANK
		
	By:	 	  /s/ T. Barrett Vawter
	Name:	 	   T. Barrett Vawter

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	JPMORGAN CHASE BANK, N.A., a national banking association
		
	By:	 	  /s/ Chiara Carter
	Name:	 	   Chiara Carter

	Title:	 	   Executive Director

		
		 	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
 [Signature Page to
First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016] 








 
			
	
	BANK OF MONTREAL, CHICAGO BRANCH
		
	By:	 	  /s/ Michael L. Kauffman
	Name:	 	   Michael L. Kauffman

	Title:	 	   Managing Director

		
		 	(SEAL)


  

			
	
	FIFTH THIRD BANK, an Ohio Banking Corporation
		
	By:	 	  /s/ Michael P. Perillo
	Name:	 	   Michael P. Perillo

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	  /s/ Eric W. Staton
	Name:	 	   Eric W. Staton

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
		
	By:	 	  /s/ Kevin Briske
	Name:	 	   Kevin Briske

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	CITIBANK, N.A.
		
	By:	 	  /s/ John C. Rowland
	Name:	 	   John C. Rowland

	Title:	 	   Vice President

		
		 	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
 [Signature Page to
First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016] 








 
			
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	  /s/ J. Lee Hord
	Name:	 	   J. Lee Hord

	Title:	 	   Senior Vice President

		
		 	(SEAL)


  

			
	
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	  /s/ Brad Bowen
	Name:	 	   Brad Bowen

	Title:	 	   Senior Vice President

		
		 	(SEAL)


  

			
	
	CAPITAL ONE, N.A.
		
	By:	 	  /s/ Frederick H. Denecke
	Name:	 	   Frederick H. Denecke

	Title:	 	   Senior Vice President

		
		 	(SEAL)


  

			
	
	SYNOVUS BANK
		
	By:	 	  /s/ David W. Bowman
	Name:	 	   David W. Bowman

	Title:	 	   Director

		
		 	(SEAL)


  

			
	
	SUNTRUST BANK
		
	By:	 	  /s/ Alexander Rownd
	Name:	 	   Alexander Rownd

	Title:	 	   Vice President

		
		 	(SEAL)


  

			
	
	MIZUHO BANK, LTD.
		
	By:	 	  /s/ John Davies
	Name:	 	   John Davies

	Title:	 	   Authorized Signatory

		
		 	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE 

  
 [Signature Page to
First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016] 








 
			
	
	TD BANK NA
		
	By:	 	  /s/ Michael Duganich
	Name:	 	   Michael Duganich

	Title:	 	   Vice President

		
		 	(SEAL)


 Notice Address: 
 TD Bank
NA 
 6000 Atrium Way 
 Mt. Laurel, New Jersey 08054 

Attention: Michael Duganich 

  
 [Signature Page to
First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016] 








 SCHEDULE 1.1 

LENDERS AND COMMITMENTS 
  

					
	 Name and Address
	  	 Commitment
	  	 Commitment

Percentage

	  
 KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550 Atlanta, Georgia 30328

Attention: Tayven Hike
 Email: Tayven_Hike@KeyBank.com
	  	  
 $85,000,000.00
	  	  
 8.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor
 New York, New York 10179

Attention: Jason Guan
 Email: jason.guan@jpmorgan.com
	  	  
 $85,000,000.00
	  	  
 8.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Wells Fargo Bank, National Association

10 S. Wacker Drive, 32nd Floor
 Chicago, Illinois 60606

Attention: Brandon Barry
 Email:
brandon.barry@wellsfargo.com
	  	  
 $85,000,000.00
	  	  
 8.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 PNC Bank, National Association

500 First Avenue (P7-PFSC-04-V)
 Pittsburgh, PA 15219

Attention: Andy White
 Email: andrew.white@pnc.com
	  	  
 $80,000,000.00
	  	  
 8.00%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 U.S. Bank National Association

1100 Abernathy Road, #1250
 Atlanta, GA 30328

Attention: Lee Hord
 Email: lee.hord@usbank.com
	  	  
 $80,000,000.00
	  	  
 8.00%

	  
 LIBOR Lending Office

Same as Above
	  		  	


  

SCHEDULE 1.1 - Page 1









					
	 Name and Address
	  	 Commitment
	  	 Commitment

Percentage

	  
 Citibank, N.A.

390 Greenwich Street, 7th Floor
 New York, NY 10013

Attention: David Bouton
 Email: david.bouton@citi.com
	  	  
 $65,000,000.00
	  	  
 6.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Fifth Third Bank, an Ohio Banking Corporation

222 S. Riverside Plaza, 30th Floor
 Chicago, IL 60606

Attention: Mick Perillo
 Email: Michael.Perillo@53.com
	  	  
 $65,000,000.00
	  	  
 6.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Mizuho Bank, Ltd.

1251 Avenue of the Americas
 New York, NY 10020

Attention: Snehit Shetty
 Email:
Snehit.Shetty@mizuhocbus.com
	  	  
 $65,000,000.00
	  	  
 6.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Regions Bank

1900 Fifth Avenue North, 15th Floor Birmingham, AL 35203

Attention: Barrett Vawter
 Email:
Barrett.Vawter@regions.com
	  	  
 $65,000,000.00
	  	  
 6.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 SunTrust Bank

303 Peachtree Street, N.E.
 Suite 2200

Atlanta, GA 30308
 Attention: Francine Glandt

Email: Francine.Glandt@SunTrust.com
	  	  
 $65,000,000.00
	  	  
 6.50%

	  
 LIBOR Lending Office:

Same as Above
	  		  	


  

SCHEDULE 1.1 - Page 2









					
	 Name and Address
	  	 Commitment
	  	 Commitment

Percentage

	  
 Bank of Montreal, Chicago Branch

100 High Street, 26th Floor
 Chicago, IL 60603

Attention: Lloyd Baron
 Email: Lloyd.Baron@bmo.com
	  	  
 $60,000,000.00
	  	  
 6.00%

	  
 LIBOR Lending Office:

Same as Above
	  		  	
	  
 Branch Banking & Trust Company

200 West Second Street, 16th Floor

Winston-Salem, NC 27101
 Attention: Brad Bowen

Email: BBowen@bbandt.com
	  	  
 $50,000,000.00
	  	  
 5.00%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Capital One, N.A.

1680 Capital One Drive, 10th Floor

McLean, VA 22102
 Attention: Jessica Schneickert

Email: Jessica.Schneikert@capitalone.com
	  	  
 $50,000,000.00
	  	  
 5.00%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 TD Bank NA

6000 Atrium Way
 Mt. Laurel, New Jersey 08054

Attention: Michael Duganich
 Email:
Michael.Duganich@td.com
	  	  
 $50,000,000.00
	  	  
 5.00%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 First Tennessee Bank National Association 165 Madison Avenue, 10th Floor
 Memphis, TN 38103

Attention: Kevin Briske
 Email:
KMBriske@firsttennessee.com
	  	  
 $35,000,000.00
	  	  
 3.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	


  

SCHEDULE 1.1 - Page 3









					
	 Name and Address
	  	 Commitment
	  	 Commitment

Percentage

	  
 Synovus Bank

800 Shades Creek Parkway
 Birmingham, AL 35209

Attention: David Bowman
 Email: DAVIDBOWMAN@synovus.com
	  	  
 $15,000,000.00
	  	  
 1.50%

	  
 LIBOR Lending Office

Same as Above
	  		  	
	  
 Total
	  	  
 $1,000,000,000.00
	  	  
 100.00%


 *Percentages may not equal 100% due to rounding. 

  

SCHEDULE 1.1 - Page 4