EXHIBIT 10.16


 


EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED  


MASTER CREDIT FACILITY AGREEMENT


 


(MAA II)


 


THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 31st day of March, 2005, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the “REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”), and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”). 



	
            RECITALS
 



A.         Borrower is a party to that certain Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, as amended by that certain First Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, as further amended by that certain Second Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 30, 2004, as further amended by that certain Third Amendment to Second Amended and Restated Master Credit Facility Agreement
dated as of August 3, 2004, as further amended by that certain Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 31, 2004, as further amended by that certain Fifth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of October 1, 2004, as further amended by that certain Sixth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, and as further amended by that certain Seventh Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 15, 2004 (as amended from time to time, the “Master Agreement”).


B.         All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreements and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated the Lender as
the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.


 


 



	
             
 	
             
 	
             
 



 


 













 


 


C.        Borrower and Lender are executing this Amendment pursuant to the Master Agreement to provide for (i) the release of the Mortgaged Property known as Eastview from the Collateral Pool, and (ii) the amendment of Schedule II to the Master Agreement..  


NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:


Section 1.       Collateral Pool.  Exhibit A to the Master Agreement is hereby deleted and replaced with the attached Exhibit A to reflect the release of the Mortgaged Property known as Eastview from the Collateral Pool.  


Section 2.        Property Management Agreements.  Exhibit AA is hereby deleted in its entirety and replaced with the Exhibit AA attached to this Amendment.


Section 3.        Schedule II.  Schedule II is hereby deleted in its entirety and replaced with the Schedule II attached to this Amendment.


Section 4.        Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.


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


Section 6.        Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.


Section 7.       Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






 













 


 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.


BORROWER:


 


MID-AMERICA APARTMENT COMMUNITIES,


INC., a Tennessee corporation


 


 



	
            By:
 	
            __________________________________
 



Name:  Al Campbell



	
            Title:
 	
            Senior Vice President and Treasurer
 



 


 


MID-AMERICA APARTMENTS, L.P.,


a Tennessee limited partnership


 



	
            By:
 	
            Mid-America Apartment Communities, Inc.,
 



a Tennessee corporation, its general partner


 


 



	
            By:
 	
            _____________________________
 
	
            Name:
 	
            Al Campbell
 	
             




                Title:Senior Vice President and Treasurer


 


[SIGNATURES FOLLOW ON NEXT PAGE]






 













 


 


LENDER:


 


PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a        Delaware corporation



	
            By:
 	
            ________________________________________
 
	
            Name:
 	
            Linda Clark
 	
             

	
            Title:
 	
            Assistant Vice President
 	
             

				



 


 


[SIGNATURES FOLLOW ON NEXT PAGE]






 













 


 


EXHIBIT A


SCHEDULE OF INITIAL MORTGAGED PROPERTIES


AND INITIAL VALUATIONS


 



	
            Property Name
  	
            County
  	
            Property  Location
  	
            Initial Valuation
  
	
            Abbington Place
 	
            Madison
 	
            Huntsville, AL
 	
            $4,670,000
 
	
            Paddock Club Montgomery
 	
            Montgomery
 	
            Montgomery, AL
 	
            $10,370,000
 
	
            Terraces at Towne Lake II
 	
            Cherokee
 	
            Woodstock, GA
 	
            $14,870,000
 
	
            Terraces at Fieldstone
 	
            Rockdale
 	
            Conyers, GA
 	
            $20,700,000
 
	
            Paddock Club Columbia I and II
 	
            Richland
 	
            Columbia, SC
 	
            $13,420,000
 
	
            The Mansion
 	
            Fayette
 	
            Lexington, KY
 	
            $7,630,000
 
	
            Brentwood Downs
 	
            Davidson
 	
            Nashville, TN
 	
            $14,600,000
 
	
            Calais Forest
 	
            Pulaski
 	
            Little Rock, AR
 	
            $9,900,000
 
	
            Southland Station II
 	
            Houston
 	
            Warner Robins, GA
 	
            $8,050,000
 
	
            Fairways at Hartland
 	
            Warren
 	
            Bowling Green, KY
 	
            $10,900,000
 
	
            Paddock Club Murfreesboro
 	
            Rutherford
 	
            Murfreesboro, TN
 	
            $14,160,000
 
	
            Whisperwood
 	
            Muscogee
 	
            Columbus, GA
 	
            $49,900,000
 
	
            River Trace I
 	
            Shelby
 	
            Memphis, TN
 	
            $8,975,000
 
	
            Wildwood I
 	
            Thomas
 	
            Thomasville, GA
 	
            $3,825,000
 
	
            Three Oaks I
 	
            Lowndes
 	
            Valdosta, GA
 	
            $3,950,000
 
	
            Westbury Springs
 	
            Gwinnett
 	
            Lilburn, GA
 	
            $6,775,000
 
	
            Hickory Farms
 	
            Shelby
 	
            Memphis, TN
 	
            $6,475,000
 
	
            Gleneagles
 	
            Shelby
 	
            Memphis, TN
 	
            $6,850,000
 
	
            The Oaks
 	
            Madison
 	
            Jackson, TN
 	
            $2,825,000
 
	
            TPC Greenville
 	
            Greenville
 	
            Greenville, SC
 	
            $8,930,000
 
	
            TPC Huntsville
 	
            Madison
 	
            Huntsville, AL
 	
            $17,800,000
 
	
            Eagle Ridge
 	
            Birmingham
 	
            Birmingham, AL
 	
            $8,400,000
 
	
            River Hills
 	
            Grenada
 	
            Grenada, MS
 	
            $1,600,000
 
	
            Stonemill Village
 	
            Jefferson
 	
            Louisville, KY
 	
            $19,825,000
 
	
            Woodwinds
 	
            Aiken
 	
            Aiken, SC
 	
            $7,000,000
 
	
            Tanglewood
 	
            Anderson
 	
            Anderson, SC
 	
            $5,110,000
 
	
            Wood Hollow
 	
            Duval
 	
            Jacksonville, FL
 	
            $22,800,000
 
	
            Terraces at Towne Lake I
 	
            Cherokee
 	
            Woodstock, GA
 	
            $16,450,000
 
	
            Grand Reserve
 	
            Fayette
 	
            Lexington, KY
 	
            $23,200,000
 
	
            Belmere
 	
            Hillsborough
 	
            Tampa, FL
 	
            $11,150,000
 
	
            Bradford Chase (WV)
 	
            Madison
 	
            Jackson, TN
 	
            $4,960,000
 
	
            Crosswinds
 	
            Rankin
 	
            Jackson, MS
 	
            $13,420,000
 
	
            Fairways at Royal Oak
 	
            Clermont
 	
            Cincinnati, OH
 	
            $9,800,000
 
	
            Hermitage at Beechtree
 	
            Wake
 	
            Cary, NC
 	
            $8,720,000
 
	
            Hidden Lake II
 	
            Fulton
 	
            Union City, GA
 	
            $7,050,000
 
	
            High Ridge
 	
            Clarke
 	
            Athens, GA
 	
            $6,600,000
 
	
            Howell Commons
 	
            Greenville
 	
            Greenville, SC
 	
            $12,380,000
 
	
            Kirby Station
 	
            Shelby
 	
            Memphis, TN
 	
            $15,800,000
 
	
            Lakepointe
 	
            Fayette
 	
            Lexington, KY
 	
            $4,425,000
 
	
            Lakeside
 	
            Duval
 	
            Jacksonville, FL
 	
            $21,100,000
 
	
            Marsh Oaks
 	
            Duval
 	
            Atlantic Beach, FL
 	
            $5,500,000
 
	
            Napa Valley
 	
            Pulaski
 	
            Little Rock, AR
 	
            $10,500,000
 
	
            Park Haywood
 	
            Greenville
 	
            Greenville, SC
 	
            $5,600,000
 
	
            Park Place
 	
            Spartanburg
 	
            Spartanburg, SC
 	
            $6,470,000
 
	
            Pear Orchard
 	
            Madison
 	
            Jackson, MS
 	
            $15,700,000
 



 


 


 













 


 


 



	
            Savannah Creek
 	
            DeSoto
 	
            Southaven, MS (Memphis suburb)
 	
            $9,550,000
 
	
            Shenandoah Petersburg
 	
            Columbia
 	
            Augusta, GA
 	
            $9,567,000
 
	
            Somerset
 	
            Hinds
 	
            Jackson, MS
 	
            $3,160,000
 
	
            Southland Station I
 	
            Houston
 	
            Warner Robins, GA
 	
            $7,300,000
 
	
            Steeplechase
 	
            Hamilton
 	
            Chattanooga, TN
 	
            $4,000,000
 
	
            Sutton Place
 	
            DeSoto
 	
            Southaven, MS (Memphis suburb)
 	
            $10,800,000
 
	
            Tiffany Oaks
 	
            Seminole
 	
            Altamonte Springs, FL
 	
            $14,750,000
 
	
            Village
 	
            Fayette
 	
            Lexington, KY
 	
            $10,340,000
 
	
            Westside Creek I
 	
            Pulaski
 	
            Little Rock, AR
 	
            $7,010,000
 
	
            Willow Creek
 	
            Muscogee
 	
            Columbus, GA
 	
            $10,150,000
 
	
            Links at Carrollwood
 	
            Hillsborough
 	
            Tampa, FL
 	
            $13,050,000
 
	
            Grand View 
 	
            Nashville
 	
            Nashville, TN
 	
            $26,805,000
 
	
            Three Oaks II
 	
            Lowndes
 	
            Valdosta, GA
 	
            $4,737,000
 
	
            Wildwood II
 	
            Thomas
 	
            Thomasville, GA
 	
            $3,950,000
 
	
            Lighthouse Court
 	
            Clay
 	
            Orange Park, FL
 	
            $40,092,000
 
	
            Colony at South Park
 	
            Aiken
 	
            Aiken, SC
 	
            $8,100,000
 
	
            Woodstream
 	
            Guilford
 	
            Greensboro, NC
 	
            $11,300,000
 
	
            Walden Creek
 	
            Henry
 	
            McDonough, GA
 	
            $12,783,000
 
	
            Cedar Mill
 	
            Shelby
 	
            Memphis, TN
 	
            $9,130,000
 
	
            Hamilton Pointe
 	
            Hamilton
 	
            Chattanooga, TN
 	
            $13,100,000
 
	
            Hidden Creek
 	
            Hamilton
 	
            Chattanooga, TN
 	
            $11,100,000
 
	
            Lakeshore Landing
 	
            Madison
 	
            Jackson, MS
 	
            $8,925,000
 
	
            River Trace II
 	
            Shelby
 	
            Memphis, TN
 	
            $6,675,000
 
	
            Vistas
 	
            Bibb
 	
            Macon, GA
 	
            $8,000,000
 
	
            Hidden Lake I
 	
            Fulton
 	
            Union City, GA
 	
            $7,700,000
 
	
            Park Walk
 	
            Clayton
 	
            College Park, GA
 	
            $5,500,000
 
	
            Woodridge
 	
            Hinds
 	
            Jackson, MS
 	
            $8,500,000
 
	
            Lincoln on the Green
 	
            Shelby
 	
            Memphis, TN
 	
            $34,400,000
 
	
            Paddock Club Lakeland I and II
 	
            Polk
 	
            Lakeland, FL
 	
            $30,000,000
 
	
            Paddock Club Jacksonville I, II, and III
 	
            Duval
 	
            Jacksonville, FL
 	
            $34,400,000
 



 






 













 


 


EXHIBIT AA TO 


SECOND AMENDED AND RESTATED 


MASTER CREDIT FACILITY AGREEMENT


 


SCHEDULE OF APPROVED


PROPERTY MANAGEMENT AGREEMENTS



	
             
	
            Property Name
 	
            Manager
 	
             

	
            1.
 	
            Abbington Place
 	
            Mid-America Apartment Communities, Inc.
 
	
            2.
 	
            Paddock Club Montgomery
 	
            Mid-America Apartment Communities, Inc.
 
	
            3.
 	
            Terraces at Towne Lake II
 	
            Mid-America Apartment Communities, Inc.
 
	
            4.
 	
            Terraces at Fieldstone
 	
            Mid-America Apartment Communities, Inc.
 
	
            5.
 	
            Paddock Club Columbia I and II
 	
            Mid-America Apartment Communities, Inc.
 
	
            6.
 	
            The Mansion
 	
            Mid-America Apartment Communities, Inc.
 
	
            7.
 	
            Brentwood Downs
 	
            Mid-America Apartment Communities, Inc.
 
	
            8.
 	
            Calais Forest
 	
            Mid-America Apartment Communities, Inc.
 
	
            9.
 	
            Southland Station II
 	
            Mid-America Apartment Communities, Inc.
 
	
            10.
 	
            Fairways at Hartland
 	
            Mid-America Apartment Communities, Inc.
 
	
            11.
 	
            Paddock Club Murfreesboro
 	
            Mid-America Apartment Communities, Inc.
 
	
            12.
 	
            Whisperwood
 	
            Mid-America Apartment Communities, Inc.
 
	
            13.
 	
            River Trace I
 	
            Mid-America Apartment Communities, Inc.
 
	
            14.
 	
            Wildwood I
 	
            Mid-America Apartment Communities, Inc.
 
	
            15.
 	
            Three Oaks I
 	
            Mid-America Apartment Communities, Inc.
 
	
            16.
 	
            Westbury Springs
 	
            Mid-America Apartment Communities, Inc.
 
	
            17.
 	
            Hickory Farms
 	
            Mid-America Apartment Communities, Inc.
 
	
            18.
 	
            Gleneagles
 	
            Mid-America Apartment Communities, Inc.
 
	
            19.
 	
            The Oaks
 	
            Mid-America Apartment Communities, Inc.
 
	
            20.
 	
            TPC Greenville
 	
            Mid-America Apartment Communities, Inc.
 
	
            21.
 	
            TPC Huntsville
 	
            Mid-America Apartment Communities, Inc.
 
	
            22.
 	
            Eagle Ridge
 	
            Mid-America Apartment Communities, Inc.
 
	
            23.
 	
            River Hills
 	
            Mid-America Apartment Communities, Inc.
 
	
            24.
 	
            Stonemill Village
 	
            Mid-America Apartment Communities, Inc.
 
	
            25.
 	
            Woodwinds
 	
            Mid-America Apartment Communities, Inc.
 
	
            26.
 	
            Tanglewood
 	
            Mid-America Apartment Communities, Inc.
 
	
            27.
 	
            Wood Hollow
 	
            Mid-America Apartment Communities, Inc.
 
	
            28.
 	
            Belmere
 	
            Mid-America Apartments, L.P.
 	
             

	
            29.
 	
            Bradford Chase (WV)
 	
            Mid-America Apartments, L.P.
 	
             

	
            30.
 	
            Crosswinds
 	
            Mid-America Apartments, L.P.
 	
             

	
            31.
 	
            Fairways at Royal Oak
 	
            Mid-America Apartments, L.P.
 	
             

	
            32.
 	
            Grand Reserve
 	
            Mid-America Apartments, L.P.
 	
             

	
            33.
 	
            Hermitage at Beechtree
 	
            Mid-America Apartments, L.P.
 	
             

	
            34.
 	
            Hidden Lake II
 	
            Mid-America Apartments, L.P.
 	
             

	
            35.
 	
            High Ridge
 	
            Mid-America Apartments, L.P.
 	
             

	
            36.
 	
            Howell Commons
 	
            Mid-America Apartments, L.P.
 	
             

	
            37.
 	
            Kirby Station
 	
            Mid-America Apartments, L.P.
 	
             

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

							



 


 













 


 



	
            39.
 	
            Lakeside
 	
            Mid-America Apartments, L.P.
 
	
            40.
 	
            Marsh Oaks
 	
            Mid-America Apartments, L.P.
 
	
            41.
 	
            Napa Valley
 	
            Mid-America Apartments, L.P.
 
	
            42.
 	
            Park Haywood
 	
            Mid-America Apartments, L.P.
 
	
            43.
 	
            Park Place
 	
            Mid-America Apartments, L.P.
 
	
            44.
 	
            Pear Orchard
 	
            Mid-America Apartments, L.P.
 
	
            45.
 	
            Savannah Creek
 	
            Mid-America Apartments, L.P.
 
	
            46.
 	
            Shenandoah Petersburg
 	
            Mid-America Apartments, L.P.
 
	
            47.
 	
            Somerset
 	
            Mid-America Apartments, L.P.
 
	
            48.
 	
            Southland Station I
 	
            Mid-America Apartments, L.P.
 
	
            49.
 	
            Steeplechase
 	
            Mid-America Apartments, L.P.
 
	
            50.
 	
            Sutton Place
 	
            Mid-America Apartments, L.P.
 
	
            51.
 	
            Terraces at Towne Lake I
 	
            Mid-America Apartments, L.P.
 
	
            52.
 	
            Tiffany Oaks
 	
            Mid-America Apartments, L.P.
 
	
            53.
 	
            Village
 	
            Mid-America Apartments, L.P.
 
	
            54.
 	
            Westside Creek I
 	
            Mid-America Apartments, L.P.
 
	
            55.
 	
            Willow Creek
 	
            Mid-America Apartments, L.P.
 
	
            56.
 	
            Links at Carrollwood
 	
            Mid-America Apartments, L.P.
 
	
            57.
 	
            Grand View
 	
            Mid-America Apartments, L.P.
 
	
            58.
 	
            Three Oaks II
 	
            Mid-America Apartments, L.P.
 
	
            59.
 	
            Wildwood II
 	
            Mid-America Apartments, L.P.
 
	
            60.
 	
            Lighthouse Court
 	
            Mid-America Apartments, L.P.
 
	
            61.
 	
            Colony at South Park
 	
            Mid-America Apartments, L.P.
 
	
            62.
 	
            Woodstream
 	
            Mid-America Apartments, L.P.
 
	
            63.
 	
            Walden Creek
 	
            Mid-America Apartments, L.P.
 
	
            64.
 	
            Cedar Mill
 	
            Mid-America Apartments, L.P.
 
	
            65.
 	
            Hamilton Pointe
 	
            Mid-America Apartments, L.P.
 
	
            66.
 	
            Hidden Creek
 	
            Mid-America Apartments, L.P.
 
	
            67.
 	
            Lakeshore Landing
 	
            Mid-America Apartments, L.P.
 
	
            68.
 	
            River Trace II
 	
            Mid-America Apartments, L.P.
 
	
            69.
 	
            Vistas
 	
            Mid-America Apartments, L.P.
 
	
            70.
 	
            Hidden Lake I
 	
            Mid-America Apartments, L.P.
 
	
            71.
 	
            Park Walk
 	
            Mid-America Apartments, L.P.
 
	
            72.
 	
            Woodridge
 	
            Mid-America Apartments, L.P.
 
	
            73.
 	
            Lincoln on the Green
 	
            Mid-America Apartments, L.P.
 
	
            74.
 	
            Paddock Club Lakeland I and II
 	
            Mid-America Apartments, L.P.
 
	
            75.
 	
            Paddock Club Jacksonville I, II and III
 	
            Mid-America Apartments, L.P.
 



 


 






 













 


 


SCHEDULE II


 


Credit Enhancement Fee Schedule


 


 



	
            Counter Party
 	
            Swap Effective Date
 	
            Maturity
 	
            Principal
 	
            Credit Enhancement Fee

 
 
	
            SunTrust
 	
            K 6/1/2003
 	
            6/1/2010
 	
            50,000,000
 	
            18 basis points
 
	
            DeutscheBank
 	
            U 9/1/2004
 	
            9/1/2011
 	
            50,000,000
 	
            17 basis points
 
	
            Deutsche Bank
 	
            U 12/1/2004
 	
            12/1/2011
 	
            25,000,000
 	
            17 basis points
 
	
            RBC Capital Markets
 	
            5/2/2005
 	
            5/1/2012
 	
            50,000,000
 	
            17 basis points