0001206774-05-000343 Sample Contracts

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 30th day of April, 2004, 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 (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 31st day of March, 2004, 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 (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”).

CONSENT, MODIFICATION, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT
Indemnity Obligations and Release Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS CONSENT, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT is entered into as of the ___ of ____________, 2004 (“Agreement”), by and among JEFFERSON VILLAGE, L.P., a Texas limited partnership (“Borrower”), JPI PORTFOLIO I GP1 LLC, a Texas limited liability company (“Existing GP”), JPI PORTFOLIO I, L.P., a Texas limited partnership(“Existing LP” and collectively with the Existing GP, the “Existing Partners”), JPI INVESTMENT COMPANY, L.P., a Texas limited partnership (the “Existing Indemnitor”), LASALLE BANK NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as Trustee (“Trustee”) under that certain Pooling and Servicing Agreement dated March 1, 1999 (“PSA”) for Certificateholders of COMM 1999-1 Commercial Mortgage Pass-Through Certificates (the “Lender”), ORIX CAPITAL MARKETS, LLC (f/k/a Banc One Mortgage Capital Markets, L.P.), as Servicer pursuant to the PSA (“Servicer”), MAC OF DELAWARE, INC., a Delaware corporation (“New GP”), MID-AMERICA APARTMENTS, L.P., a Tennessee

THIRD AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 1st day of December, 2004, 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”).

CONSENT, MODIFICATION, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT
Indemnity Obligations and Release Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS CONSENT, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT is entered into as of the ___ of ____________, 2004 (“Agreement”), by and among JEFFERSON AT SUNSET VALLEY, L.P.,a Texas limited partnership (“Borrower”), JPI PORTFOLIO I GP1 LLC, a Texas limited liability company (“Existing GP”), JPI PORTFOLIO I, L.P., a Texas limited partnership(“Existing LP” and collectively with the Existing GP, the “Existing Partners”), JPI INVESTMENT COMPANY, L.P.,a Texas limited partnership (the “Existing Indemnitor”), LASALLE BANK NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as Trustee (“Trustee”) under that certain Pooling and Servicing Agreement dated March 1, 1999 (“PSA”) for Certificateholders of COMM 1999-1 Commercial Mortgage Pass-Through Certificates (the “Lender”), ORIX CAPITAL MARKETS, LLC (f/k/a Banc One Mortgage Capital Markets, L.P.), as Servicer pursuant to the PSA (“Servicer”), MAC OF DELAWARE, INC., a Delaware corporation (“New GP”), MID-AMERICA APARTMENTS, L.P., a Ten

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

This First Amendment to Amended and Restated Revolving Credit Agreement (this “Amendment”) is dated as of May 19, 2004, among Mid-America Apartment Communities, Inc. (“MAAC”), Mid-America Apartments, L.P. (“Mid-America”), the financial institutions listed on Schedule 1, as amended or supplemented from time to time (the “Lenders”), and AmSouth Bank, an Alabama banking corporation, as Administrative Agent for the Lenders, its successors and assigns (in such capacity, the “Administrative Agent”).

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 3rd day of August, 2004, 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”); (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”); and (iii) FANNIE MAE.

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 3rd day of August, 2004, 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”), (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”); and (iii) FANNIE MAE.

CONSENT, MODIFICATION, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT
Indemnity Obligations and Release Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS CONSENT, ASSUMPTION OF INDEMNITY OBLIGATIONS AND RELEASE AGREEMENT is entered into as of the ___ of ____________, 2004 (“Agreement”), by and among JPI CORAL SPRINGS, L.P., a Texas limited partnership (“Borrower”), JPI PORTFOLIO I GP1 LLC, a Texas limited liability company (“Existing GP”), JPI PORTFOLIO I, L.P., a Texas limited partnership(“Existing LP” and collectively with the Existing GP, the “Existing Partners”), JPI INVESTMENT COMPANY, L.P.,a Texas limited partnership (the “Existing Indemnitor”), LASALLE BANK NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as Trustee (“Trustee”) under that certain Pooling and Servicing Agreement dated March 1, 1999 (“PSA”) for Certificateholders of COMM 1999-1 Commercial Mortgage Pass-Through Certificates (the “Lender”), ORIX CAPITAL MARKETS, LLC (f/k/a Banc One Mortgage Capital Markets, L.P.), as Servicer pursuant to the PSA (“Servicer”), MAC III OF DELAWARE, INC., a Delaware corporation (“New GP”), MID-AMERICA APARTMENTS, L.P., a Tenness

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 15th, 2005 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 1st day of December, 2004, 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 (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”).

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