EXHIBIT 10.24


 


FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED  


MASTER CREDIT FACILITY AGREEMENT


(MAA I)


 


THIS FOURTH AMENDMENT TO THIRD 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 (c) MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (“MAA of Texas” MAA of Texas and
Borrower being collectively referred to as the “Borrower Parties”); and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”). 



	
            RECITALS
 



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


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


C.        Borrower and Lender are executing this Amendment pursuant to the Master Agreement to provide for the amendment of Schedule II to the Master Agreement.


 


 



	
            - 1 -
 



 













 


 


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


 


Section 2.         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 3.        Reaffirmation.  The Borrower Parties hereby reaffirm their obligations under the Agreement.


Section 4.        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 5.       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.






 


-2-


 













 


 


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


BORROWER:


 


MID-AMERICA APARTMENT COMMUNITIES,


INC., a Tennessee corporation


 


 



	
            By:
 	
            __________________________________
 
	
             
	
            Al Campbell
 	
             

	
             
	
            Senior Vice President and Treasurer
 	
             

				



 


 


MID-AMERICA APARTMENTS, L.P.,


a Tennessee limited partnership


 



	
            By:
 	
            Mid-America Apartment Communities, Inc.,
 



a Tennessee corporation, its general partner


 


 



	
            By:
 	
            ____________________________
 	
             

	
             
	
            Al Campbell
 	
             

	
             
	
            Senior Vice President and Treasurer
 
				



 


 


[Signatures follow on next page]






 


-3-


 













 


 


MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership



	
            By:
 	
            MAC of Delaware, Inc., a Delaware
 
	
             
	
            corporation, its general partner
 	
             




 


 


By:                                                                                 



	
            Name:
 	
            ______________________________
 



Title:       ______________________________



 


-4-


 













 


 


LENDER:


 


PRUDENTIAL MULTIFAMILY MORTGAGE INC., a         Delaware corporation



	
            By:
 	
            ________________________________________
 
	
            Name:
 	
            Linda Clark
 	
             

	
            Title:
 	
            Assistant Vice President
 	
             

				



 


 


 



 


-5-


 













 


 


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