AGREEMENT.
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EXHIBITS AND SCHEDULES
Exhibit A
FORM OF NOTE Exhibit B
FORM OF JOINDER AGREEMENT Exhibit C
FORM
OF TRANSFER AUTHORIZER DESIGNATION Exhibit D
FORM OF COMPLIANCE CERTIFICATE
Exhibit E
[RESERVED] Exhibit F
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit G
FORM OF CONTRIBUTION AGREEMENT Schedule 1.1
LENDERS AND LOANS
Schedule 1.2
INITIAL UNENCUMBERED BORROWING BASE PROPERTIES Schedule 1.3
EXISTING CREDIT FACILITIES Schedule 6.3
LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5
NO MATERIAL CHANGES Schedule 6.7
PENDING LITIGATION Schedule
6.15
CERTAIN TRANSACTIONS Schedule 6.18
TRADE NAMES Schedule 6.20
ENVIRONMENTAL MATTERS Schedule 6.21(a)
REIT'S SUBSIDIARIES Schedule 6.21(b)
UNCONSOLIDATED ENTITIES OF REIT AND ITS SUBSIDIARIES Schedule 6.25
MATERIAL
LOAN AGREEMENTS
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AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this "Agreement") is made as of
October 1, 2013, by and among MID-AMERICA APARTMENTS, L.P., a Tennessee limited
partnership (the "Borrower"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo Bank"), 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 Wells Fargo Bank, the "Lenders"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent").
R E C I T A L S
WHEREAS, Colonial Realty Limited Partnership, a Delaware limited partnership
("Colonial LP"), the Agent and certain of the Lenders are parties to that
certain Term Loan Agreement dated as of July 22, 2011 (as amended, supplemented
or otherwise modified from time to time, the "Original Credit Agreement");
WHEREAS, as a result of the Colonial Merger Transactions (as defined below),
Colonial LP will become a subsidiary of the Borrower and the Borrower has
requested that the Agent and the Lenders (a) consent to the assumption by the
Borrower of all of Colonial LP's obligations under the Original Credit Agreement
and (b) 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 permit the Borrower to assume all of
Colonial LP's obligations under the Original Credit Agreement and 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 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)