Exhibit 10.1
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 7, 2013
BY AND AMONG
MID-AMERICA APARTMENTS, L.P.,
as Borrower,
AND
KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT
AND
OTHER LENDERS THAT MAY BECOME
PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
AND
JPMORGAN CHASE BANK, N.A.,
AS CO-SYNDICATION AGENTS,
KEYBANC CAPITAL MARKETS,
WELLS FARGO SECURITIES, LLC,
AND
J.P. MORGAN SECURITIES LLC,
AS JOINT LEAD ARRANGERS
AND
REGIONS BANK AND
UBS SECURITIES LLC,
AS CO-DOCUMENTATION AGENTS
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made as of the
7th day of August, 2013, by and among MID-AMERICA APARTMENTS, L.P., a Tennessee
limited partnership (the "Borrower"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"),
the other lending institutions which are parties to this Agreement as "Lenders",
and the other lending institutions that may become parties hereto pursuant to
§18 (together with KeyBank, the "Lenders"), and KEYBANK NATIONAL ASSOCIATION, as
Agent for the Lenders (the "Agent").
RECITALS
WHEREAS, the Borrower, the Agent and certain of the Lenders are parties to that
certain Credit Agreement dated as of November 1, 2011, as amended by that
certain First Amendment to Credit Agreement dated as of March 1, 2012, and by
that certain Second Amendment to Credit Agreement dated as of July 26, 2012 (as
amended, the "Original Credit Agreement");
WHEREAS, the Borrower has requested that the Agent and the Lenders amend and
restate the Original Credit Agreement;
WHEREAS, the Agent and the Lenders have agreed, subject to certain terms and
conditions set forth herein, to amend and restate the Original Credit Agreement
in its entirety;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby amend and restate the
Original Credit Agreement in its entirety and covenant and agree as follows:
§1.
DEFINITIONS AND RULES OF INTERPRETATION.
§1.1
Definitions. The following terms shall have the meanings set forth
in this §l or elsewhere in the provisions of this Agreement referred to below:
Additional Commitment Request Notice. See §2.11(a).
Additional Subsidiary Guarantor. Each additional Subsidiary of the Borrower
which becomes a Subsidiary Guarantor pursuant to §5.2.
Adjusted Consolidated EBITDA. On any date of determination, the sum of (a) the
Consolidated EBITDA for the preceding four (4) fiscal quarters minus (b) the
Capital Reserves for such period.
Adjusted Net Operating Income. On any date of determination, the sum of (a) the
Net Operating Income for the preceding two (2) fiscal quarters annualized minus
(b) the Capital Reserves for such period.
Affiliate. An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means (a) the possession, directly or
indirectly, of the power to vote twenty percent (20%) or more of the stock,
shares,