EXHIBIT 10.26


 


SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED  


MASTER CREDIT FACILITY AGREEMENT


(MAA I)


 


THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 22nd day of February, 2006, 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, which has been further amended pursuant to that certain Fourth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005, which has been further amended pursuant to that Fifth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of September 23, 2005 (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 is a party to that certain Master Reimbursement Agreement by and among Fannie Mae, Borrower and others party thereto dated as of June 1, 2001 (as amended from time to time, the “MAA Bond Reimbursement Agreement”) pursuant to which Fannie Mae agreed to provide credit enhancement for bonds issued pursuant to the provisions thereof.  Pursuant to Section 1.2 of the MAA Bond Reimbursement Agreement, the maximum amount to which the commitment under the MAA Bond Reimbursement Agreement may be increased is  $100,000,000 (the “Bond Commitment”).  


D.        Pursuant to the terms of the MAA Bond Reimbursement Agreement, Borrower and Lender intend to add an additional mortgaged property commonly known as St. Augustine Apartments located in Jacksonville, Florida to the collateral pool under the MAA Bond Reimbursement Agreement.   At such time that St. Augustine Apartments is added to the collateral pool under the MAA Bond Reimbursement Agreement, Borrower and Lender desire to increase the maximum amount by which the Bond Commitment may be increased under the MAA Bond Reimbursement Agreement and decrease the maximum amount by which the Commitment may be increased under that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004 (defined in the Master Agreement as the “Other Credit Agreement”) by $9,451,000.   


E.        Borrower and Lender are executing this Amendment to revise Section 8.01(a) of the Master Agreement subject to the terms set forth herein.


.               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.         Borrower and Lender hereby agree that at such time that the St. Augustine Apartments is added to the collateral pool under the MAA Bond Reimbursement Agreement, the maximum amount by which Commitment may be increased under the Other Credit Agreement shall be automatically reduced by $9,451,000, and the following revisions to the Master Agreement shall automatically take effect:


 (i)         Section 8.01(a) shall be automatically deleted in its entirety and restated as follows:


 (a)        Maximum Amount of Increase in Commitment.  Notwithstanding the terms of this Agreement and Section 8.01 of the Other Credit Agreement, Borrower shall have the right, upon repayment in full of the loans secured by those certain Multifamily Residential Properties identified on Exhibit HH (the “DUS Properties”), to increase the Commitment by an additional $46,016,000 (to a maximum Commitment of $250,000,000).  Borrower Parties acknowledge that the DUS Properties are currently subject to liens under the Fannie Mae Delegated Underwriting and Servicing program and are serviced by Lender.  Borrower hereby agrees that the total commitment, when added to the
commitment of the Lender to the Borrower under the Other Credit Agreement, shall not exceed $840,549,000.


 


 



	
             
 	
             
 	
             
 



 


 











 


 


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.          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 4.        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.


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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
 
					



 


 


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



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




 


 


By:                                              
                    



	
             
 	
            Name:
 	
            John A. Good
 	
             

	
             
 	
            Title:
 	
            Assistant Secretary
 



 


 


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LENDER:


 


PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation



	
             
 	
            By:
 	
            ________________________________________
 
	
             
 	
            Name:
 	
            Sharon D. Singleton
 	
             

	
             
 	
            Title:
 	
            Vice President