AMENDMENT NO. 2 TO THE FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
MID-AMERICA APARTMENTS, L.P.
Pursuant to Article XI of the First Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of
Mid-America Apartments, L.P. (the "Partnership"), the
undersigned, being the sole general partner of the Partnership,
hereby amends the Partnership Agreement as follows:
Article II of the Partnership Agreement is hereby amended by
adding the following sentences to Section 2.03(a):
The interest of the General Partner in the Partnership will
consist of a one percent (1%) general partnership interest and
the balance of its interest will be a Limited Partnership
Interest. In that regard, the General Partner is hereby admitted
as an Additional Limited Partner pursuant to Section 4.02(a) of
the Partnership Agreement. The General Partner has determined
that the General Partner has paid fair value for said Limited
Partnership Interest.
Article V of the Partnership Agreement is hereby amended by
adding Section 5.01A as follows:
5.01A Special Allocation with respect to
Affiliated Properties. In the event that the General
Partner shall own real property or other investment assets
other than through the Partnership or shall own stock in any
qualified REIT subsidiary (as defined in the Code) or other
entity (other than another partnership of which the
Partnership owns at least 90% of the interests) that owns
real property or other investment assets (an "Affiliated
Entity"), and the General Partner or such Affiliated Entity
shall receive income from such real property or investment
assets, then there shall be a special allocation of Profit
and Loss of the Partnership to the Limited Partners based on
the following formula:
Allocation = [(U/(S+U))xCNI] - [(U/(S+U))xPNI]
In the foregoing formula: (i) U equals the aggregate number
of Partnership Units owned by Limited Partners from time to
time; (ii) S equals the aggregate number of REIT Shares
issued and outstanding from time to time; (iii) CNI equals
the aggregate aggregate net income (or loss) for financial
accounting purposes of the Partnership, the General Partner
and all Affiliated Entities which the General Partner is
required to consolidate in its Statement of Operations; and
(iv) PNI equals the aggregate net income (or loss) for
financial accounting purposes of the Partnership. The
foregoing allocation shall be prior to any other allocation
of Profit or Loss, with any remaining Profit or Loss being
allocated among the Partners pursuant to Section 5.01(a)
above. The special allocations shall be allocated among the
Limited Partners in proportion to their Percentage Interests
in the Partnership.
For income tax purposes, the General Partner is
authorized to use any reasonable and lawful method to effect
the foregoing allocations for tax accounting and capital
account accounting purposes to properly reflect the economic
effect of the foregoing special allocation.
Article VII, Section 7.01(b) of the Partnership Agreement is
hereby amended by deleting the reference to 20% in the first line
thereof and inserting "1%" in lieu thereof.
IN WITNESS WHEREOF, the foregoing Amendment No. 2 to the
First Amended and Restated Agreement of Limited Partnership of
Mid-America Apartments, L.P. has been signed and delivered as of
this 24th day of February, 1996 by the undersigned as general
partner of the Partnership.
MID-AMERICA APARTMENT COMMUNITIES, INC.
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
