0001206774-06-000351 Sample Contracts

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 23rd day of September, 2005, 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”).

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AMENDMENT NO. 3 TO MASTER REIMBURSEMENT AGREEMENT
Master Reimbursement Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS AMENDMENT NO. 3 TO MASTER REIMBURSEMENT AGREEMENT (this “Amendment No. 3”) amends that certain Master Reimbursement Agreement made and entered into as of June 1, 2001, by and among Fannie Mae, Mid-America Apartments, L.P. and Fairways-Columbia, L.P. (as amended, the “Master Reimbursement Agreement”) and is made and entered into as of March 2, 2004 by and among Fannie Mae, Mid-America Apartments, L.P. Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Master Reimbursement Agreement.

AMENDMENT NO. 1 TO MASTER CREDIT FACILITY AGREEMENT
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

This AMENDMENT NO. 1 TO MASTER CREDIT FACILITY AGREEMENT dated as of November 17, 2005 (this “Amendment”), amends that certain Master Credit Facility Agreement dated as of March 2, 2004, entered into and delivered by Mid-America Apartments, L.P., a Tennessee limited partnership, Mid-America Apartment Communities, Inc., a Tennessee corporation and Mid-America Apartments of Texas, L.P., a Texas limited partnership (individually and collectively the “Borrower”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings given to such terms in the Master Credit Agreement (as defined herein below).

EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 31st day of March, 2005, 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”).

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

This Second Amendment to Amended and Restated Revolving Credit Agreement (this "Amendment") is executed as of May 23, 2005, 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").

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 31st day of March, 2005, 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”).

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 23rd day of September, 2005, 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”).

MASTER CREDIT FACILITY AGREEMENT
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts • District of Columbia
ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 22nd day of February, 2006, 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”).

SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts • District of Columbia

This Note is executed and delivered by Borrower pursuant to that certain Second Amended and Restated Master Credit Facility Agreement, dated as of March 30, 2004 by and among Borrower and Lender (as amended from time to time, the “Master Agreement ”), to evidence the obligation of Borrower to repay a Fixed Facility Advance made by Lender to Borrower in accordance with the terms of the Master Agreement. This Note is entitled to the benefit and security of the Loan Documents provided for in the Master Agreement, to which reference is hereby made for a statement of all of the terms and conditions under which the Fixed Facility Advance evidenced hereby is made.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO THIRD 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 (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”).

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 22nd day of February, 2006, 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”).

AMENDMENT NO. 2 TO MASTER CREDIT FACILITY AGREEMENT
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

This AMENDMENT NO. 2 TO MASTER CREDIT FACILITY AGREEMENT dated as of February 23, 2006 (this “Amendment”) among MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership, MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation and MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (individually and collectively the “Borrower”), PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”), and FANNIE MAE, a corporation organized and existing under the Federal National Mortgage Association Charter Act (“Fannie Mae”), amends that certain Master Credit Facility Agreement dated as of March 2, 2004 by and between the Borrower and the Lender, as amended by Amendment No. 1 to Master Credit Facility Agreement dated as of November 17, 2005 (“Amendment No. 1”) among the Borrower, the Lender and Fannie Mae (as the same may be further amended or supplemented from time to time, the “Master Credit Agreement”) . Capitalized terms used in this Amendment and not

AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT
Master Reimbursement Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT (this “Amendment No. 4”) amends that certain Master Reimbursement Agreement made and entered into as of June 1, 2001, by and among Fannie Mae, Mid-America Apartments, L.P. and Fairways-Columbia, L.P. (as amended, the “Master Reimbursement Agreement”) and is made and entered into as of November 17, 2005 by and among Fannie Mae, Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. (individually and collectively, “Borrower”). All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Master Reimbursement Agreement.

THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA I)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts • District of Columbia
TENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (MAA II)
Master Credit Facility Agreement • March 1st, 2006 • Mid America Apartment Communities Inc • Real estate investment trusts

THIS TENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 16th day of December, 2005, 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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