CREDIT AGREEMENT
DATED AS OF NOVEMBER 1, 2011
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,
AS SYNDICATION AGENT,
KEYBANC CAPITAL MARKETS
AND
WELLS FARGO SECURITIES, LLC,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
AND
JPMORGAN CHASE BANK, N.A.,
REGIONS BANK
AND
UBS SECURITIES LLC,
AS CO-DOCUMENTATION AGENTS
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is made as of the 1st day of November,
2011, 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 has requested that the Lenders provide an unsecured
revolving credit facility to the Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such unsecured
revolving credit facility to the Borrower on and subject to the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby 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, voting trust certificates, beneficial interests, partnership interests,
member interests or other interests having voting power for the election of
directors of such Person or otherwise to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise, or (b) the ownership of (i) a general
partnership interest, (ii) a managing member's or manager's interest in a
limited liability company or (iii) a limited partnership interest or preferred