AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT
EXHIBIT 10.31
AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT
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 ▇▇▇▇▇▇ ▇▇▇, 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 ▇▇▇▇▇▇ 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.
RECITALS
WHEREAS, the Borrower has requested and ▇▇▇▇▇▇ ▇▇▇ has agreed to add an Additional Mortgaged Property to the Collateral Pool;
WHEREAS, ▇▇▇▇▇▇ Mae and Borrower desire to amend the Master Reimbursement Agreement to add certain provisions and to add the following Additional Mortgaged Property to the Collateral Pool: Runaway Bay Apartments located in ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “2005 Additional Mortgaged Property”);
WHEREAS, Prudential Multifamily Mortgage, Inc., a Delaware corporation (the “Lender”) has agreed to make one or more additional loans to Borrower pursuant to and subject to the terms and conditions of that certain Master Credit Facility Agreement dated as of March 2, 2004 between Borrower and Lender, as assigned by the Lender to ▇▇▇▇▇▇ ▇▇▇ pursuant to the Assignment of Master Credit Facility Agreement and Other Loan Documents dated as of March 2, 2004, and as amended by Amendment No. 1 to Master Credit Facility Agreement dated as of the date hereof (as so amended, the “Credit Agreement”) among Borrower, Lender and ▇▇▇▇▇▇ Mae.
WHEREAS, the obligations of Borrower to ▇▇▇▇▇▇ ▇▇▇ under the Credit Agreement and the related Loan Documents, the Master Reimbursement Agreement and the Reimbursement Security Documents are cross-defaulted and cross-collateralized;
WHEREAS, ▇▇▇▇▇▇ Mae and Borrower intend these Recitals to be a material part of this Amendment No. 4.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party agrees constitutes sufficient consideration received at and before the execution hereof, the parties agree as follows:
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
AGREEMENTS
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1. |
Section 1.2 is hereby amended by adding the following defined terms: |
“2005 Additional Mortgaged Property” means Runaway Bay Apartments located in Mount Pleasant, Charleston County, South Carolina.
2. Section 1.2 is hereby amended by deleting the definition of “Commitment” in its entirety and replacing such definition with the following definition:
“Commitment” means the aggregate original principal amount of the Bonds. The sum of the Commitment under this Agreement and the “DMBS Loan Commitment” under the Credit Agreement shall not exceed $100,000,000.
3. Section 1.2 is hereby amended by deleting the definition of “Facility Note” (as added to the Master Reimbursement Agreement by Amendment No. 3 to the Master Reimbursement Agreement dated as of March 2, 2004) in its entirety and replacing such definition with the following definition:
“Facility Note” means the DMBS Discount Multifamily Note in the initial principal amount of $11,720,000 delivered by Borrower to Lender pursuant to the Credit Agreement, as such note may be amended, supplemented or amended and restated from time to time, including without limitation in connection with the making of an additional loan under the Credit Agreement, and any other promissory note issued by the Borrower to Lender to evidence a loan made pursuant to the Credit Agreement.
4. Section 1.2 is hereby amended by deleting the definition of “Reimbursement Mortgages” in its entirety and replacing such definition with the following definition:
“Reimbursement Mortgages” means (i) each second priority Security Instrument (including all riders thereto) executed by a Borrower in favor of ▇▇▇▇▇▇ ▇▇▇ on each of the Mortgaged Properties securing the obligations of the Borrower under this Agreement, including, without limitation, the obligations under Article IV of this Agreement or (ii) in the case of the 2004 Additional Mortgaged Properties known as Stassney ▇▇▇▇▇ and ▇▇▇▇▇▇ Station, each second priority Security Instrument (including all riders thereto) executed by a Borrower in favor of ▇▇▇▇▇▇ Mae and Lender on each of such Mortgaged Property securing the obligations of the Borrower under this Agreement, the Credit Agreement and the Facility Note.”
5. Section 1.2 is hereby amended by deleting the definition of “Underwriting Rate” in its entirety and replacing such definition with the following definition:
“Underwriting Rate” means 6.9861% for the Mortgaged Property known as Fairways Apartments, 6.9861% for the Mortgaged Property known as Post House North Apartments, 6.9861% for the Mortgaged Property known as
2
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
Reflection Pointe Apartments, 6.258% for each of the Four Additional Mortgaged Properties, 6.22% for the Mortgaged Property known as Westbury Creek Apartment, 6.1746% for the Mortgaged Property known as Windridge Apartments, 6.13772% for the Mortgaged Property known as The Park at Hermitage, 6.29552% for the Mortgaged Property known as ▇▇▇▇▇▇ Station Apartments, 6.26444% for the Mortgaged Property known as Stassney ▇▇▇▇▇ Apartments and 6.185% for the Mortgaged Property known as Runaway Bay Apartments.
6. Section 1.2 is hereby amended by deleting the definition of “Unused Capacity” in its entirety and replacing such definition with the following definition:
“Unused Capacity” means, for any month, (i) the Commitment minus (ii) the aggregate outstanding principal balance of the Bonds.
7. Section 2.6(1) (“Financial Definitions”) is hereby amended by deleting the definition of “Net Worth” in its entirety and replacing it with the following:
“Net Worth” means, as of any specified dated, for any Person, the excess of the Person’s assets over the Person’s liabilities, determined in accordance with GAAP but excluding any adjustment for the fair value of swaps or caps, on a consolidated basis, provided that all real property shall be valued on an undepreciated basis.
8. Section 2.6(5) (“Compliance with REIT’s Net Worth Test”), which was amended by Amendment No. 1, is hereby amended by deleting such provision in its entirety and replacing it with the following:
“2.6(5). Compliance with REIT’s Net Worth Test. The REIT shall at all times maintain its Net Worth so that it is not less than the highest Net Worth covenant required by any other financial institution where the REIT maintains a bank line (whether secured or unsecured), but in no event less than $550,000,000 plus 65% of proceeds (less all reasonable and customary expenses and costs) of equity offerings, net of redemptions, consummated by the REIT after August 22, 2002.”
9. The additional provision added to Section 3.13(1) pursuant to Amendment No. 1 is hereby amended by deleting such provision in its entirety and replacing it with the following:
“Notwithstanding that the obligations under each Note and Bond Mortgage relating to the Four Additional Mortgaged Properties, the Two Additional Properties, the 2004 Additional Mortgaged Properties and the 2005 Additional Mortgaged Property are not generally personal obligations of the Borrower and notwithstanding that ▇▇▇▇▇▇ ▇▇▇ is a holder of such Notes, each Borrower agrees and acknowledges that the intent of the parties to this Agreement is that each Borrower is and shall remain, except as provided in Section 3.13(2), jointly and severally personally liable to ▇▇▇▇▇▇ Mae for the payment and performance of all Obligations throughout the term of this Agreement.
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Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
Consequently, in the event that ▇▇▇▇▇▇ ▇▇▇ becomes the sole holder of such Notes and Bond Mortgages, by its rights of subrogation or otherwise, any amounts owing to ▇▇▇▇▇▇ Mae under such Notes or Bond Mortgages shall be joint and several personal obligations of each Borrower. In addition, it is the intent of the parties that the non-recourse liability of the Borrowers under such Notes shall not in any manner or under any circumstances be interpreted or understood to contradict, undermine, negate or nullify that each Borrower is and shall remain, except as provided in Section 3.13(2), jointly and severally personally liable to ▇▇▇▇▇▇ ▇▇▇ for the payment and performance of all Obligations throughout the term of this Agreement.”
10. Section 5.3(c) is hereby amended by adding the following sentences to the end thereof:
“If an Additional Mortgaged Property is added to the Collateral Pool after October 1, 2005, the Bonds relating to such Additional Mortgaged Property may mature up to 30 years from the Closing Date relating to such Additional Mortgaged Property, provided that the Credit Enhancement Instrument supporting such Bonds shall have an Expiration Date which is the same as the Expiration Date of the Credit Enhancement Instrument supporting the Initial Bonds. The Principal Reserve Fund schedule, if the Bonds bear interest at the Weekly Variable Rate, or the amortization schedule of the Note, if the Bonds bear interest at the Fixed Rate or Reset Rate, shall be over a time period equal to the term of the Credit Enhancement Instrument or the maturity date of the Bonds if such maturity date is later than the term of the Credit Enhancement Instrument.
11. Section 9.5(a) is hereby amended by deleting the notice address of the Loan Servicer in its entirety and replacing it with the following:
“As to the Loan Servicer:
Prudential Multifamily Mortgage, Inc.
c/o Prudential Asset Resources
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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Attention: |
▇▇▇▇▇▇ ▇▇▇ Asset Management Department | |
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Telecopy No.: |
(▇▇▇) ▇▇▇-▇▇▇▇ |
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with a copy to:
Prudential Multifamily Mortgage, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Attention: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ | |
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Telecopy No.: |
(▇▇▇) ▇▇▇-▇▇▇▇” |
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4
Amendment ▇▇. ▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇. Schedules 2, 3, 4, 5 and 9 are hereby amended and restated in their entirety as set forth in Annex 1 attached hereto.
13. By execution and delivery of this Amendment No. 4 by ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ hereby consents to the addition of the 2005 Additional Mortgaged Property to the ▇▇▇▇▇▇ Mae Credit Facility as an Additional Mortgaged Property effective as of November 17, 2005 (the “Effective Date”).
14. In connection with the addition of the 2005 Additional Mortgaged Property to the ▇▇▇▇▇▇ ▇▇▇ Credit Facility as an Additional Mortgaged Property, Borrower and ▇▇▇▇▇▇ Mae acknowledge and agree as follows in relation to such Additional Mortgaged Property:
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(a) |
The Facility Fee shall be as follows: |
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(i) |
Credit Enhancement Rate shall be 57 basis points per annum. |
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(ii) |
Principal Reserve Fund Rate shall be 15 basis points per annum. | ||||
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(iii) |
Loan Servicer’s Rate shall be 10 basis points. |
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(iv) |
Liquidity Rate shall be 12.5 basis points. |
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(v) |
Swap Credit Enhancement Rate shall be 17 basis points for the initial five-year Swap purchased in connection with the 2005 Additional Mortgaged Property and otherwise to be determined at the time of the purchase of a Swap. |
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(b) Standby Fee shall be 15 basis points on any unused capacity of the ▇▇▇▇▇▇ ▇▇▇ Credit Facility and/or the ▇▇▇▇▇▇ Mae Credit Facility expansion capacity.
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(c) |
Substitution Fee shall be 75 basis points. |
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(d) |
Collateral Addition Fee shall be 75 basis points. |
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(e) |
Release Fee shall be $15,000 per Collateral Release Property. | ||||
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(f) |
The Strike Rate shall be 6% for the Tax-Exempt Bonds. |
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(g) |
The Hedge Rate shall be 6% for the Tax-Exempt Bonds. |
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(h) |
The Underwriting Rate shall be 6.185% for the Mortgaged Property known as Runaway Bay Apartment. |
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15. ▇▇▇▇▇▇ ▇▇▇ hereby waives the requirement of Section 17(a)(5) of the Reimbursement Mortgage and the Conventional Mortgage relating to the Mortgaged Property known as Runaway Bay Apartments that Borrower enter into a written contract for management of such Mortgaged Property, provided however, that
(a) In the event that the Borrower should ever elect to employ an affiliate or third party management company for the management of the Mortgaged Property, the Borrower agrees that (i) the management company and the management agreement to be executed therewith are subject to the prior written approval of ▇▇▇▇▇▇ Mae, which approval may be
5
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
granted or denied in ▇▇▇▇▇▇ Mae’s sole and absolute discretion and (ii) any such approved management company shall not receive a management fee greater than 4% of gross collected rents from the Mortgaged Property;
(b) In the event that the Borrower should ever elect to contract with an affiliate or third party management company for the management of the Mortgaged Property, the Borrower agrees to execute (and to cause any such management company to execute) in favor of ▇▇▇▇▇▇ ▇▇▇ an “Assignment of Management Agreement” on a form approved by ▇▇▇▇▇▇ Mae; and
(c) Borrower acknowledges that ▇▇▇▇▇▇ ▇▇▇ reserves the right, under the Loan Documents, to require independent, professional third party management of the Mortgaged Property if inadequate or at any time after the occurrence of an Event of Default. At any time after an Event of Default shall have occurred, ▇▇▇▇▇▇ Mae shall have the right either (i) to direct the Borrower to contract with a third party management company approved by ▇▇▇▇▇▇ ▇▇▇ for the management of the Mortgaged Property or (ii) to assume responsibility for the management of the Mortgaged Property, directly or through its designee. Promptly upon ▇▇▇▇▇▇ Mae’s written request after the occurrence of an Event of Default, Borrower shall turn over to ▇▇▇▇▇▇ ▇▇▇ all books and records relating to the Mortgaged Property (copies of which may be retained by Borrower, at Borrower's expense), together with such authorizations and letters of direction addressed to tenants, suppliers, employees, banks and other parties as ▇▇▇▇▇▇ Mae may reasonably require. Borrower shall cooperate with ▇▇▇▇▇▇ ▇▇▇ in the transfer of management responsibilities to ▇▇▇▇▇▇ Mae or its designee.
16. The Borrower covenants and agrees to protect, defend and save harmless ▇▇▇▇▇▇ ▇▇▇ and Lender from all loss, costs and damages, including, without limitation, costs of demolition and restoration of the improvements located on the Mortgaged Property known as Stassney ▇▇▇▇▇ and reasonable attorney’s fees and expenses, that ▇▇▇▇▇▇ ▇▇▇ may suffer, expend or incur arising out of or in connection with the City of Austin’s exercise of any of its rights under that certain Easement dated March 5, 1987, recorded in Volume 10311, page 491 of the Real Property Records of ▇▇▇▇▇▇ County, Texas and encumbering such Mortgaged Property.
17. This Amendment No. 4 shall be construed, interpreted and enforced in accordance with, and the rights and remedies of the parties hereto shall be governed pursuant to, the provisions of Section 9.3 of the Master Reimbursement Agreement (entitled “Governing Law; Choice of Law; Consent to Jurisdiction; Waivers of Jury Trial”), which provisions are hereby incorporated into this Amendment No. 4 by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.
18. Except as herein expressly modified or amended, all terms and covenants, and provisions of the Master Reimbursement Agreement are hereby ratified and confirmed by the Borrower and ▇▇▇▇▇▇ Mae and remain in full force and effect.
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19. |
The Borrower represents and warrants to ▇▇▇▇▇▇ ▇▇▇ as follows: |
6
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
(a) All representations and warranties set forth in the Master Reimbursement Agreement are true and correct as of November 17, 2005.
(b) There exists no Event of Default or Potential Event of Default as described in the Master Reimbursement Agreement as of November 17, 2005.
20. This Amendment No. 4 may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.
7
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be signed, sealed, and delivered by their duly authorized representatives as of the date first above written.
MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership
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By: |
Mid-America Apartment Communities, Inc., a Tennessee corporation, its sole General Partner |
By: __________________________
▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President and Treasurer
MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation
By: __________________________
▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President and Treasurer
MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership
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By: |
MAC of Delaware, Inc., a Delaware corporation, its sole General Partner |
By: __________________________
▇▇▇▇ ▇. Good
Assistant Secretary
S-1
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
▇▇▇▇▇▇ ▇▇▇
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By:___________________________ |
Name:
Title:
S-2
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
ANNEX 1
(See attached schedules)
A-1
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Amendment No. 4 to |
Master Reimbursement Agreement
Mid-America Apartments
SCHEDULE 2
BONDS, ISSUERS AND MORTGAGED PROPERTIES
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Bonds |
Issuer |
Mortgaged Property |
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$5,880,000 City of Flowood, Mississippi Variable Rate Multi-Family Housing Refunding Revenue Bonds, Series 2001 (Reflection Pointe Apartments Project) |
City of Flowood, Mississippi |
Reflection Pointe Apartments |
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$7,735,000 South Carolina State Housing Finance and Development Authority Multifamily Rental Housing Revenue Refunding Bonds (Fairway Apartments Project), Series ▇▇▇▇ ▇ |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Housing Finance and Development Authority |
Fairways Apartments |
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$3,375,000 The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ Multifamily Housing Revenue Refunding Bonds, Series 2001 (Post House North Apartments) |
The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ |
Post House North Apartments |
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$7,000,000 Housing Finance Authority of Volusia County, Florida Multifamily Housing Revenue Refunding Bonds, Series 2002 (The Anatole Apartments) |
Housing Finance Authority of Volusia County, Florida |
The Anatole Apartments |
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$5,095,000 The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ Multifamily Housing Revenue Refunding Bonds, Series 2002 (Post House ▇▇▇▇▇▇▇ Apartments) |
The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ |
Post House ▇▇▇▇▇▇▇ Apartments |
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$6,805,000 Housing Finance Authority of ▇▇▇▇▇▇ County, Florida Multifamily Housing Revenue Refunding Bonds, Series 2002 (Paddock Park Apartments) |
Housing Finance Authority of ▇▇▇▇▇▇ County, Florida |
Paddock Park Apartments I |
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$10,800,000 Hampton Redevelopment and Housing Authority Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Township Apartments Project) Series 1998 |
Hampton Redevelopment and Housing Authority
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Township Apartments |
Schedule 2-1
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Amendment No. 4 to |
Master Reimbursement Agreement
Mid-America Apartments
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$2,980,000 The Housing Authority of the City of Augusta, Georgia Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, Series 2003A (Westbury Creek Apartments) and $500,000 Taxable Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2003B (Westbury Creek Apartments) |
The Housing Authority of the City of Augusta, ▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇▇ Creek Apartments |
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$4,965,000 The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee Multifamily Housing Revenue Refunding Bonds, Series 2003A (Windridge Apartments) and $500,000 Taxable Multifamily Housing Revenue Refunding Bonds, Series 2003B (Windridge Apartments) |
The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee |
Windridge Apartments |
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$6,645,000 The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County Multifamily Housing Revenue Refunding Bonds, Series 2004 (The Park at Hermitage Project) |
The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County |
The Park at Hermitage Apartments |
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$4,050,000 Austin Housing Finance Corporation Multifamily Housing Revenue Refunding Bonds, Series 2004A (Stassney ▇▇▇▇▇ Apartments) |
Austin Housing Finance Corporation |
Stassney ▇▇▇▇▇ Apartments |
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$3,585,000 ▇▇▇▇▇▇ County Housing Finance Corporation Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, Series ▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) |
▇▇▇▇▇▇ ▇▇▇▇▇▇ Housing Finance Corporation |
▇▇▇▇▇▇ Station Apartments |
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$8,365,000 South Carolina State Housing Finance and Development Authority Variable Rate Demand Multifamily Rental Housing Revenue Refunding Bonds (Runaway Bay Apartments Project) Series ▇▇▇▇ |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Housing Finance and Development Authority |
Runaway Bay Apartments |
Schedule 2-2
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Amendment No. 4 to |
Master Reimbursement Agreement
Mid-America Apartments
SCHEDULE 3
FEE COMPONENT AND ONGOING FEES
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I. INITIAL MORTGAGED PROPERTIES (Fairways Apartments, Post House North Apartments, and Reflection Pointe Apartments)
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TYPE OF FEE1 |
FEE |
DOCUMENT REFERENCE |
TIMING |
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1. ISSUER FEE
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(a) South Carolina State Housing Finance and Development Authority (Fairways Apartments) |
(i) 0.25% of the principal amount of the Bonds Outstanding or (ii) $8,400 |
See definition of Issuer’s Fee in Indenture |
Annually in monthly installments in advance |
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(b) The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ (Post House North Apartments) |
None |
Not applicable |
Not applicable |
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(c) City of Flowood, Mississippi (Reflection Pointe Apartments)
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None |
Not applicable |
Not applicable |
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2. TRUSTEE FEE
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(a) South Carolina State Housing Finance and Development Authority (Fairways Apartments) |
3.3 basis points |
See Section 2.5 of the Financing Agreement |
Annually |
_________________________
1With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the three Initial Mortgaged Properties.
Schedule 3-1
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
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(b) The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ (Post House North Apartments) |
6.2 basis points |
See Section 2.5 of the Financing Agreement |
Annually |
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(c) City of Flowood, Mississippi (Reflection Pointe Apartments) |
4.3 basis points |
See Section 2.5 of the Financing Agreement |
Annually |
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3. REMARKETING AGENT FEE
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12.5 basis points |
See Section 7 of the Remarketing Agreement |
Annually , payable quarterly in arrears on each March 1, June 1, September 1 and December 1 |
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4. REBATE ANALYST FEE
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$500 per year |
See Section 2.5 of the Financing Agreement |
Annually |
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5. FACILITY FEE
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See Section 3.3(1) of Master Reimbursement Agreement |
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(a) Credit Enhancement Rate |
57 basis points |
See Section 3.3(1)(a) of Master Reimbursement Agreement |
Payable prior to the 15th of each month |
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(b) Principal Reserve Fund Rate |
15 basis points |
See Section 3.3(1)(b) of Master Reimbursement Agreement |
Payable prior to the 15th of each month |
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(c) Loan Servicer's Rate |
10 basis points |
See Section 3.3(1)(d) of Master Reimbursement Agreement |
Payable prior to the 15th of each month |
Schedule 3-2
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
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(d) Liquidity Rate |
12.5 basis points |
See Section 3.3(1)(d) of Master Reimbursement Agreement |
Payable prior to the 15th of each month |
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(e) Swap Credit Enhancement Rate |
5 basis points for each initial Swap purchased in connection with the Initial Mortgaged Properties and otherwise to be determined at the time of the purchase of a Swap |
See Section 3.3(1)(e) of Master Reimbursement Agreement |
Payable prior to the 15th of each month |
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II. ADDITIONAL MORTGAGED PROPERTIES (October 24, 2002 Closing) (The Anatole Apartments, Paddock Park Apartments I, Post House ▇▇▇▇▇▇▇ Apartments, and Township Apartments)
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TYPE OF FEE2 |
FEE |
DOCUMENT REFERENCE |
TIMING |
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1. ISSUER FEE
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(a) Housing Finance Authority of Volusia County, Florida (The Anatole Apartments) |
0.10% of the principal amount of the Bonds Outstanding |
See definition of Issuer’s Fee in Indenture |
Annually in arrears on each January 15, commencing January 15, 2003 |
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(b) The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ (Post House ▇▇▇▇▇▇▇ Apartments) |
None |
Not applicable |
Not applicable |
_________________________
2With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the Four Additional Mortgaged Properties.
Schedule 3-3
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(c) Housing Finance Authority of ▇▇▇▇▇▇ County, Florida (Paddock Park Apartments I) |
0.20% of the principal amount of the Bonds Outstanding |
See definition of Issuer’s Fee in Indenture |
Annually in arrears on each October 1 commencing October 1, 2003, |
|
(d) Hampton Redevelopment and Housing Authority (Township Apartments) |
None |
Not applicable |
Not applicable |
|
2. TRUSTEE FEE
|
|
|
|
|
(a) Housing Finance Authority of Volusia County, Florida (The Anatole Apartments) |
$3,500 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each April 15 and October 15 |
|
(b) The Health, Educational and Housing Facility Board of the City of ▇▇▇▇▇▇▇ (Post House ▇▇▇▇▇▇▇ Apartments) |
$3,500 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each April 15 and October 15 |
|
(c) Housing Finance Authority of ▇▇▇▇▇▇ County, Florida (Paddock Park Apartments I) |
$3,500 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each April 15 and October 15 |
|
(d) Hampton Redevelopment and Housing Authority (Township Apartments) |
$3,500 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each April 15 and October 15 |
|
3. REMARKETING AGENT FEE
|
12.5 basis points |
See Section 7 of the Remarketing Agreement |
Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1 |
|
4. REBATE ANALYST FEE
|
$500 |
See Section 2.5 of the Financing Agreement |
Annually |
Schedule 3-4
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
5. FACILITY FEE
|
|
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
|
|
|
(a) Credit Enhancement Rate |
57 basis points |
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
|
(b) Principal Reserve Fund Rate |
15 basis points |
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(c) Loan Servicer's Rate |
10 basis points |
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(d) Liquidity Rate |
12.5 basis points |
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
Schedule 3-5
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(e) Swap Credit Enhancement Rate |
13 basis points for the five-year Swap purchased in connection with the Additional Mortgaged Property known as The Anatole Apartments and the five year Swap purchased in connection with the Additional Mortgaged Property known as Township Apartments and otherwise to be determined at the time of the purchase of a Swap |
See Section 33 of Amendment No. 1 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
III. ADDITIONAL MORTGAGED PROPERTIES (May 30, 2003 Closing) (Westbury Creek Apartments and Windridge)
| |||
|
TYPE OF FEE3 |
FEE |
DOCUMENT REFERENCE |
TIMING |
|
1. ISSUER FEE
|
|
|
|
|
(a) The Housing Authority of the City of Augusta, Georgia (The Westbury Creek Apartments) |
None |
Not applicable |
Not applicable |
|
(b) The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee (Windridge Apartments) |
None |
Not applicable |
Not applicable |
|
2. TRUSTEE FEE
|
|
|
|
|
(a) The Housing Authority of the City of Augusta, Georgia (The Westbury Creek Apartments) |
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each May 15 and November 15 |
_________________________
3With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the Two Additional Mortgaged Properties.
Schedule 3-6
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(b) The Health Educational and Housing Facility Board of the City of Chattanooga, Tennessee (Windridge Apartments) |
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each May 15 and November 15 |
|
3. REMARKETING AGENT FEE
|
12 basis points |
See Section 7 of the Remarketing Agreement |
Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1 |
|
4. REBATE ANALYST FEE
|
$500 |
See Section 2.5 of the Financing Agreement |
Annually |
|
5. FACILITY FEE
|
|
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement
|
|
|
(a) Credit Enhancement Rate |
57 basis points |
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
|
(b) Principal Reserve Fund Rate |
15 basis points |
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(c) Loan Servicer's Rate |
10 basis points |
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
Schedule 3-7
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(d) Liquidity Rate |
12.5 basis points |
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
|
(e) Swap Credit Enhancement Rate |
13 basis points for the five-year Swap purchased in connection with the Additional Mortgaged Property known as Windridge Apartments and the five year Swap purchased in connection with the Additional Mortgaged Property known as Westbury Creek and otherwise to be determined at the time of the purchase of a Swap |
See Section 11 of Amendment No. 2 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
IV. ADDITIONAL MORTGAGED PROPERTIES (March 2, 2004 Closing) (The Park at Hermitage Apartments, Stassney ▇▇▇▇▇ Apartments and ▇▇▇▇▇▇ Station Apartments)
| |||
|
TYPE OF FEE4 |
FEE |
DOCUMENT REFERENCE |
TIMING |
|
1. ISSUER FEE
|
|
|
|
_________________________
4With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the 2004 Additional Mortgaged Properties.
Schedule 3-8
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(a) The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (The Park at Hermitage Apartments) |
None |
Not applicable |
Not applicable |
|
(b) Austin Housing Finance Corporation (Stassney ▇▇▇▇▇ Apartments) |
The greater of (a) .0003 times the amount of Bonds Outstanding on January 1, (b) 12 times the number of units in the Project, or (c) $1,200 per year |
Trust Indenture (definition of “Ordinary Issuer Monitoring Fees and Expenses”) |
Annually, prorated and payable on each Interest Payment Date |
|
(b) ▇▇▇▇▇▇ County Housing Finance Corporation (▇▇▇▇▇▇ Station Apartments) |
10 basis points |
See definition of Issuer Fee in Indenture |
Annually, prorated and payable on each Interest Payment Date |
|
2. TRUSTEE FEE
|
|
|
|
|
(a) The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (The Park at Hermitage Apartments) |
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each May 15 and November 15 |
|
(b) Austin Housing Finance Corporation (Stassney ▇▇▇▇▇ Apartments) |
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each May 15 and November 15 |
|
(b) ▇▇▇▇▇▇ County Housing Finance Corporation (▇▇▇▇▇▇ Station Apartments) |
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semi-annually payable in advance on each May 15 and November 15 |
Schedule 3-9
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
3. REMARKETING AGENT FEE
|
12.5 basis points |
See Section 7 of the Remarketing Agreement |
Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1 |
|
4. REBATE ANALYST FEE
|
$500 |
See Section 2.5 of the Financing Agreement |
Annually |
|
5. FACILITY FEE
|
|
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement
|
|
|
(a) Credit Enhancement Rate |
57 basis points |
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
|
(b) Principal Reserve Fund Rate |
15 basis points |
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(c) Loan Servicer's Rate |
10 basis points |
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(d) Liquidity Rate |
12.5 basis points |
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
Schedule 3-10
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(e) Swap Credit Enhancement Rate |
15 basis points for the five-year Swap purchased in connection with the 2004 Additional Mortgaged Properties known as The Park at Hermitage Apartments and ▇▇▇▇▇▇ Station Apartments and otherwise to be determined at the time of the purchase of a Swap |
See Section 16 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
V. ADDITIONAL MORTGAGED PROPERTY (November 17, 2005Closing) (Runaway Bay Apartments)
| |||
|
TYPE OF FEE |
FEE |
DOCUMENT REFERENCE |
TIMING |
|
1. ISSUER FEE (South Carolina State Housing Finance and Development Authority)
|
$10,400 |
See definition of Issuer’s Fee in the Indenture |
Equal monthly installments |
|
2. TRUSTEE FEE
|
$4,000 |
See definition of Trustee’s Annual Fee in Indenture |
Semiannually payable in advance on each May 15 and November 15 |
|
3. REMARKETING AGENT FEE
|
12.5 basis points |
See Section 7 of the Remarketing Agreement |
Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1 |
|
4. REBATE ANALYST FEE
|
$500 |
See Section 2.5 of the Financing Agreement |
Annually |
Schedule 3-11
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
5. FACILITY FEE
|
|
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
|
|
|
(a) Credit Enhancement Rate |
57 basis points |
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
|
(b) Principal Reserve Fund Rate |
15 basis points |
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(c) Loan Servicer's Rate |
10 basis points |
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
|
(d) Liquidity Rate |
12.5 basis points |
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
|
Payable prior to the 15th of each month |
Schedule 3-12
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
(e) Swap Credit Enhancement Rate |
17 basis points for the five-year Swap purchased in connection with the 2005 Additional Mortgaged Property known as Runaway Bay Apartments and otherwise to be determined at the time of the purchase of a Swap |
See Section 13 of Amendment No. 4 to Master Reimbursement Agreement |
Payable prior to the 15th of each month |
Schedule 3-13
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
SCHEDULE 4
MORTGAGED PROPERTIES
INITIAL MORTGAGED PROPERTIES:
|
PROPERTY NAME |
PROPERTY ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
Post House North Apartments |
Jackson, Tennessee |
|
Reflection Pointe Apartments |
Flowood, Mississippi |
ADDITIONAL MORTGAGED PROPERTIES (October 24, 2002 Closing):
|
PROPERTY NAME |
PROPERTY ADDRESS |
|
The Anatole Apartments |
Daytona Beach, Florida |
|
Post House ▇▇▇▇▇▇▇ Apartments |
Jackson, Tennessee |
|
Paddock Park Apartments I |
▇▇▇▇▇, ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ |
ADDITIONAL MORTGAGED PROPERTIES (May 30, 2003 Closing):
|
PROPERTY NAME |
PROPERTY ADDRESS |
|
Westbury Creek Apartments |
Augusta, Georgia |
|
Windridge Apartments |
Chattanooga, Tennessee |
|
|
|
|
|
|
ADDITIONAL MORTGAGED PROPERTIES (March 2, 2004 Closing):
|
PROPERTY NAME |
PROPERTY ADDRESS |
|
The Park at Hermitage Apartments |
Hermitage, Tennessee |
|
▇▇▇▇▇▇ Station Apartments |
Austin, Texas |
|
Stassney ▇▇▇▇▇ Apartments |
Austin, Texas |
|
|
|
ADDITIONAL MORTGAGED PROPERTY (November 17, 2005 Closing):
|
PROPERTY NAME |
PROPERTY ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
SUBSTITUTED MORTGAGED PROPERTIES:
|
PROPERTY NAME |
PROPERTY ADDRESS |
|
None |
|
|
Schedule 4-1 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
Schedule 4-2 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
SCHEDULE 5
TERMINATION FEE
Any Termination Fee payable under Section 3.3(4) of the Master Reimbursement Agreement shall be equal to the following percentage of the unpaid principal balance of each Loan being prepaid as indicated below, or, in the case of a substitution of an Alternate Credit Facility for the Credit Enhancement Instrument, the unpaid principal balance of each Loan:
|
Fairways (Loan Originated June 15, 2001) |
| |
|
First Loan Year |
5.904% | |
|
Second Loan Year |
5.479% | |
|
Third Loan Year |
5.024% | |
|
Fourth Loan Year |
4.536% | |
|
Fifth Loan Year |
4.014% | |
|
Sixth Loan Year |
3.454% | |
|
Seventh Loan Year |
2.855% | |
|
Eighth Loan Year |
2.213% | |
|
Ninth Loan Year |
1.525% | |
|
Tenth Loan Year |
0.789% | |
|
Post House North (Loan Originated June 15, 2001) |
| |
|
First Loan Year |
5.965% | |
|
Second Loan Year |
5.531% | |
|
Third Loan Year |
5.067% | |
|
Fourth Loan Year |
4.571% | |
|
Fifth Loan Year |
4.041% | |
|
Sixth Loan Year |
3.475% | |
|
Seventh Loan Year |
2.869% | |
|
Eighth Loan Year |
2.222% | |
|
Ninth Loan Year |
1.530% | |
|
Tenth Loan Year |
0.791% | |
|
Reflection Pointe (Loan Originated June 15, 2001) |
| |
|
First Loan Year |
5.970% | |
|
Second Loan Year |
5.535% | |
|
Third Loan Year |
5.071% | |
|
Fourth Loan Year |
4.574% | |
|
Fifth Loan Year |
4.044% | |
|
Sixth Loan Year |
3.476% | |
|
Seventh Loan Year |
2.870% | |
|
Eighth Loan Year |
2.223% | |
|
Ninth Loan Year |
1.530% | |
|
Tenth Loan Year |
0.791% | |
|
Schedule 5-1 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
The Anatole (Loan Originated October 24, 2002) |
| |
|
First Loan Year |
6.700% | |
|
Second Loan Year |
6.200% | |
|
Third Loan Year |
5.668% | |
|
Fourth Loan Year |
5.102% | |
|
Fifth Loan Year |
4.500% | |
|
Sixth Loan Year |
3.861% | |
|
Seventh Loan Year |
3.180% | |
|
Eighth Loan Year |
2.457% | |
|
Ninth Loan Year |
1.688% | |
|
Tenth Loan Year |
0.870% | |
|
Paddock Park (Loan Originated October 24, 2002) |
| |
|
First Loan Year |
5.766% | |
|
Second Loan Year |
5.335% | |
|
Third Loan Year |
4.877% | |
|
Fourth Loan Year |
4.389% | |
|
Fifth Loan Year |
3.871% | |
|
Sixth Loan Year |
3.321% | |
|
Seventh Loan Year |
2.735% | |
|
Eighth Loan Year |
2.113% | |
|
Ninth Loan Year |
1.451% | |
|
Tenth Loan Year |
0.748% | |
|
Post House ▇▇▇▇▇▇▇ (Loan Originated October 24, 2002) |
| |
|
First Loan Year |
5.815% | |
|
Second Loan Year |
5.377% | |
|
Third Loan Year |
4.911% | |
|
Fourth Loan Year |
4.417% | |
|
Fifth Loan Year |
3.893% | |
|
Sixth Loan Year |
3.337% | |
|
Seventh Loan Year |
2.747% | |
|
Eighth Loan Year |
2.120% | |
|
Ninth Loan Year |
1.455% | |
|
Tenth Loan Year |
0.749% | |
|
Township (Loan Originated October 24, 2002) |
| |
|
First Loan Year |
6.734% | |
|
Second Loan Year |
6.228% | |
|
Third Loan Year |
5.691% | |
|
Fourth Loan Year |
5.121% | |
|
Fifth Loan Year |
4.515% | |
|
Sixth Loan Year |
3.872% | |
|
Seventh Loan Year |
3.188% | |
|
Eighth Loan Year |
2.462% | |
|
Ninth Loan Year |
1.690% | |
|
Schedule 5-2 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
Tenth Loan Year |
0.871% | |
|
Westbury Creek (Loan Originated May 30, 2003) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
6.557% 6.068% 5.548% 4.994% 4.406% 3.780% 3.114% 2.406% 1.653% 0.852% |
|
Windridge (Loan Originated May 30, 2003) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
6.636% 6.139% 5.610% 5.049% 4.452% 3.818% 3.144% 2.429% 1.668% 0.859% |
|
The Park at Hermitage (Loan Originated March 2, 2004) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
6.910% 6.389% 5.836% 5.250% 4.627% 3.966% 3.264% 2.520% 1.729% 0.890% |
|
Schedule 5-3 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
Stassney ▇▇▇▇▇ Apartments (Loan Originated March 2, 2004) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
5.779% 5.346% 4.886% 4.397% 3.877% 3.325% 2.738% 2.115% 1.452% 0.748% |
|
▇▇▇▇▇▇ Station Apartments (Loan Originated March 2, 2004) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
6.859% 6.346% 5.800% 5.220% 4.604% 3.949% 3.252% 2.512% 1.725% 0.889% |
|
Runaway Bay Apartments (Loan Originated November 17, 2005) |
|
|
First Loan Year Second Loan Year Third Loan Year Fourth Loan Year Fifth Loan Year Sixth Loan Year Seventh Loan Year Eighth Loan Year Ninth Loan Year Tenth Loan Year |
7.140% 6.596% 6.019% 5.409% 4.762% 4.077% 3.352% 2.585% 1.772% 0.911% |
SEE PARAGRAPH 11 OF THE NOTE FOR ALL TERMS AND CONDITIONS APPLICABLE TO PREPAYMENT OF THE LOAN. The Borrower may not have the right to prepay the Loan during certain periods. The Borrower may be required to pay more than the principal amount being prepaid, accrued interest and the Termination Fee. Special timing considerations may also apply.
Each Loan Year is a 12 month period ending on the day before an anniversary date of the Loan.
|
Schedule 5-4 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
SCHEDULE 9
SCHEDULE OF DEPOSITS TO EACH PRINCIPAL RESERVE FUND
See attached schedules.
|
Schedule 9-1 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
Mid-America Apartment Communities |
| |
|
South Carolina State Housing and Finance Development Agency | ||
|
Runaway Bay Apartments |
| |
|
|
|
|
|
Principal Reserve Fund Schedule | ||
|
|
|
|
|
|
|
Amortization Term (Years): 20 |
|
|
|
Interest Rate: 5.8880% |
|
|
PRF Deposit |
|
|
15-Nov-15 |
0.00 |
|
|
15-Dec-15 |
18,938.11 |
|
|
15-Jan-16 |
19,031.04 |
|
|
15-Feb-16 |
19,124.42 |
|
|
15-Mar-16 |
19,218.25 |
|
|
15-Apr-16 |
19,312.55 |
|
|
15-May-16 |
19,407.31 |
|
|
15-Jun-16 |
19,502.54 |
|
|
15-Jul-16 |
19,598.23 |
|
|
15-Aug-16 |
19,694.39 |
|
|
15-Sep-16 |
19,791.02 |
|
|
15-Oct-16 |
19,888.13 |
|
|
15-Nov-16 |
19,985.72 |
|
|
15-Dec-16 |
20,083.78 |
|
|
15-Jan-17 |
20,182.32 |
|
|
15-Feb-17 |
20,281.35 |
|
|
15-Mar-17 |
20,380.87 |
|
|
15-Apr-17 |
20,480.87 |
|
|
15-May-17 |
20,581.36 |
|
|
15-Jun-17 |
20,682.35 |
|
|
15-Jul-17 |
20,783.83 |
|
|
15-Aug-17 |
20,885.81 |
|
|
15-Sep-17 |
20,988.29 |
|
|
15-Oct-17 |
21,091.27 |
|
|
15-Nov-17 |
21,194.76 |
|
|
15-Dec-17 |
21,298.75 |
|
|
15-Jan-18 |
21,403.26 |
|
|
15-Feb-18 |
21,508.28 |
|
|
15-Mar-18 |
21,613.81 |
|
|
15-Apr-18 |
21,719.86 |
|
|
15-May-18 |
21,826.44 |
|
|
15-Jun-18 |
21,933.53 |
|
|
15-Jul-18 |
22,041.15 |
|
|
15-Aug-18 |
22,149.30 |
|
|
15-Sep-18 |
22,257.98 |
|
|
Schedule 9-1 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-Oct-18 |
22,367.19 |
|
|
15-Nov-18 |
22,476.94 |
|
|
15-Dec-18 |
22,587.23 |
|
|
15-Jan-19 |
22,698.05 |
|
|
15-Feb-19 |
22,809.43 |
|
|
15-Mar-19 |
22,921.34 |
|
|
15-Apr-19 |
23,033.81 |
|
|
15-May-19 |
23,146.83 |
|
|
15-Jun-19 |
23,260.41 |
|
|
15-Jul-19 |
23,374.54 |
|
|
15-Aug-19 |
23,489.23 |
|
|
15-Sep-19 |
23,604.48 |
|
|
15-Oct-19 |
23,720.30 |
|
|
15-Nov-19 |
23,836.69 |
|
|
15-Dec-19 |
23,953.65 |
|
|
15-Jan-20 |
24,071.18 |
|
|
15-Feb-20 |
24,189.29 |
|
|
15-Mar-20 |
24,307.98 |
|
|
15-Apr-20 |
24,427.25 |
|
|
15-May-20 |
24,547.11 |
|
|
15-Jun-20 |
24,667.55 |
|
|
15-Jul-20 |
24,788.59 |
|
|
15-Aug-20 |
24,910.21 |
|
|
15-Sep-20 |
25,032.44 |
|
|
15-Oct-20 |
25,155.27 |
|
|
15-Nov-20 |
25,278.70 |
|
|
15-Dec-20 |
25,402.73 |
|
|
15-Jan-21 |
25,527.37 |
|
|
15-Feb-21 |
25,652.63 |
|
|
15-Mar-21 |
25,778.50 |
|
|
15-Apr-21 |
25,904.98 |
|
|
15-May-21 |
26,032.09 |
|
|
15-Jun-21 |
26,159.82 |
|
|
15-Jul-21 |
26,288.18 |
|
|
15-Aug-21 |
26,417.16 |
|
|
Schedule 9-2 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-Sep-21 |
26,546.78 |
|
|
15-Oct-21 |
26,677.04 |
|
|
15-Nov-21 |
26,807.94 |
|
|
15-Dec-21 |
26,939.47 |
|
|
15-Jan-22 |
27,071.66 |
|
|
15-Feb-22 |
27,204.49 |
|
|
15-Mar-22 |
27,337.97 |
|
|
15-Apr-22 |
27,472.11 |
|
|
15-May-22 |
27,606.91 |
|
|
15-Jun-22 |
27,742.36 |
|
|
15-Jul-22 |
27,878.49 |
|
|
15-Aug-22 |
28,015.28 |
|
|
15-Sep-22 |
28,152.74 |
|
|
15-Oct-22 |
28,290.88 |
|
|
15-Nov-22 |
28,429.69 |
|
|
15-Dec-22 |
28,569.18 |
|
|
15-Jan-23 |
28,709.36 |
|
|
15-Feb-23 |
28,850.23 |
|
|
15-Mar-23 |
28,991.79 |
|
|
15-Apr-23 |
29,134.04 |
|
|
15-May-23 |
29,276.99 |
|
|
15-Jun-23 |
29,420.65 |
|
|
15-Jul-23 |
29,565.00 |
|
|
15-Aug-23 |
29,710.07 |
|
|
15-Sep-23 |
29,855.85 |
|
|
15-Oct-23 |
30,002.34 |
|
|
15-Nov-23 |
30,149.55 |
|
|
15-Dec-23 |
30,297.48 |
|
|
15-Jan-24 |
30,446.14 |
|
|
15-Feb-24 |
30,595.53 |
|
|
15-Mar-24 |
30,745.66 |
|
|
15-Apr-24 |
30,896.51 |
|
|
15-May-24 |
31,048.11 |
|
|
15-Jun-24 |
31,200.46 |
|
|
15-Jul-24 |
31,353.55 |
|
|
Schedule 9-3 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-Aug-24 |
31,507.39 |
|
|
15-Sep-24 |
31,661.98 |
|
|
15-Oct-24 |
31,817.34 |
|
|
15-Nov-24 |
31,973.46 |
|
|
15-Dec-24 |
32,130.34 |
|
|
15-Jan-25 |
32,287.99 |
|
|
15-Feb-25 |
32,446.42 |
|
|
15-Mar-25 |
32,605.62 |
|
|
15-Apr-25 |
32,765.61 |
|
|
15-May-25 |
32,926.38 |
|
|
15-Jun-25 |
33,087.94 |
|
|
15-Jul-25 |
33,250.29 |
|
|
15-Aug-25 |
33,413.44 |
|
|
15-Sep-25 |
33,577.38 |
|
|
15-Oct-25 |
33,742.14 |
|
|
15-Nov-25 |
33,907.70 |
|
|
15-Dec-25 |
34,074.07 |
|
|
15-Jan-26 |
34,241.26 |
|
|
15-Feb-26 |
34,409.27 |
|
|
15-Mar-26 |
34,578.11 |
|
|
15-Apr-26 |
34,747.77 |
|
|
15-May-26 |
34,918.27 |
|
|
15-Jun-26 |
35,089.60 |
|
|
15-Jul-26 |
35,261.77 |
|
|
15-Aug-26 |
35,434.79 |
|
|
15-Sep-26 |
35,608.66 |
|
|
15-Oct-26 |
35,783.38 |
|
|
15-Nov-26 |
35,958.95 |
|
|
15-Dec-26 |
36,135.39 |
|
|
15-Jan-27 |
36,312.70 |
|
|
15-Feb-27 |
36,490.87 |
|
|
15-Mar-27 |
36,669.92 |
|
|
15-Apr-27 |
36,849.85 |
|
|
15-May-27 |
37,030.66 |
|
|
15-Jun-27 |
37,212.35 |
|
|
Schedule 9-4 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-Jul-27 |
37,394.94 |
|
|
15-Aug-27 |
37,578.43 |
|
|
15-Sep-27 |
37,762.81 |
|
|
15-Oct-27 |
37,948.10 |
|
|
15-Nov-27 |
38,134.30 |
|
|
15-Dec-27 |
38,321.41 |
|
|
15-Jan-28 |
38,509.44 |
|
|
15-Feb-28 |
38,698.40 |
|
|
15-Mar-28 |
38,888.28 |
|
|
15-Apr-28 |
39,079.09 |
|
|
15-May-28 |
39,270.84 |
|
|
15-Jun-28 |
39,463.52 |
|
|
15-Jul-28 |
39,657.16 |
|
|
15-Aug-28 |
39,851.74 |
|
|
15-Sep-28 |
40,047.28 |
|
|
15-Oct-28 |
40,243.78 |
|
|
15-Nov-28 |
40,441.24 |
|
|
15-Dec-28 |
40,639.68 |
|
|
15-Jan-29 |
40,839.08 |
|
|
15-Feb-29 |
41,039.46 |
|
|
15-Mar-29 |
41,240.83 |
|
|
15-Apr-29 |
41,443.19 |
|
|
15-May-29 |
41,646.53 |
|
|
15-Jun-29 |
41,850.88 |
|
|
15-Jul-29 |
42,056.23 |
|
|
15-Aug-29 |
42,262.58 |
|
|
15-Sep-29 |
42,469.95 |
|
|
15-Oct-29 |
42,678.34 |
|
|
15-Nov-29 |
42,887.75 |
|
|
15-Dec-29 |
43,098.18 |
|
|
15-Jan-30 |
43,309.65 |
|
|
15-Feb-30 |
43,522.16 |
|
|
15-Mar-30 |
43,735.71 |
|
|
15-Apr-30 |
43,950.30 |
|
|
15-May-30 |
44,165.95 |
|
|
Schedule 9-5 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-Jun-30 |
44,382.66 |
|
|
15-Jul-30 |
44,600.43 |
|
|
15-Aug-30 |
44,819.27 |
|
|
15-Sep-30 |
45,039.18 |
|
|
15-Oct-30 |
45,260.18 |
|
|
15-Nov-30 |
45,482.25 |
|
|
15-Dec-30 |
45,705.42 |
|
|
15-Jan-31 |
45,929.68 |
|
|
15-Feb-31 |
46,155.04 |
|
|
15-Mar-31 |
46,381.51 |
|
|
15-Apr-31 |
46,609.09 |
|
|
15-May-31 |
46,837.78 |
|
|
15-Jun-31 |
47,067.60 |
|
|
15-Jul-31 |
47,298.55 |
|
|
15-Aug-31 |
47,530.62 |
|
|
15-Sep-31 |
47,763.84 |
|
|
15-Oct-31 |
47,998.20 |
|
|
15-Nov-31 |
48,233.71 |
|
|
15-Dec-31 |
48,470.38 |
|
|
15-Jan-32 |
48,708.21 |
|
|
15-Feb-32 |
48,947.20 |
|
|
15-Mar-32 |
49,187.37 |
|
|
15-Apr-32 |
49,428.72 |
|
|
15-May-32 |
49,671.25 |
|
|
15-Jun-32 |
49,914.97 |
|
|
15-Jul-32 |
50,159.88 |
|
|
15-Aug-32 |
50,406.00 |
|
|
15-Sep-32 |
50,653.33 |
|
|
15-Oct-32 |
50,901.87 |
|
|
15-Nov-32 |
51,151.62 |
|
|
15-Dec-32 |
51,402.61 |
|
|
15-Jan-33 |
51,654.82 |
|
|
15-Feb-33 |
51,908.28 |
|
|
15-Mar-33 |
52,162.97 |
|
|
15-Apr-33 |
52,418.92 |
|
|
Schedule 9-6 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments
|
15-May-33 |
52,676.12 |
|
|
15-Jun-33 |
52,934.59 |
|
|
15-Jul-33 |
53,194.32 |
|
|
15-Aug-33 |
53,455.33 |
|
|
15-Sep-33 |
53,717.61 |
|
|
15-Oct-33 |
53,981.19 |
|
|
15-Nov-33 |
54,246.05 |
|
|
15-Dec-33 |
54,512.22 |
|
|
15-Jan-34 |
54,779.70 |
|
|
15-Feb-34 |
55,048.48 |
|
|
15-Mar-34 |
55,318.59 |
|
|
15-Apr-34 |
55,590.02 |
|
|
15-May-34 |
55,862.78 |
|
|
15-Jun-34 |
56,136.88 |
|
|
15-Jul-34 |
56,412.32 |
|
|
15-Aug-34 |
56,689.12 |
|
|
15-Sep-34 |
56,967.27 |
|
|
15-Oct-34 |
57,246.79 |
|
|
15-Nov-34 |
57,527.68 |
|
|
15-Dec-34 |
57,809.95 |
|
|
15-Jan-35 |
58,093.61 |
|
|
15-Feb-35 |
58,378.65 |
|
|
15-Mar-35 |
58,665.10 |
|
|
15-Apr-35 |
58,952.95 |
|
|
15-May-35 |
59,242.21 |
|
|
15-Jun-35 |
59,532.89 |
|
|
15-Jul-35 |
59,825.00 |
|
|
15-Aug-35 |
60,118.54 |
|
|
15-Sep-35 |
60,413.52 |
|
|
15-Oct-35 |
60,709.95 |
|
|
15-Nov-35 |
61,007.69 |
|
|
|
8,635,000.00 |
|
|
Schedule 9-7 |
Amendment No. 4 to
Master Reimbursement Agreement
Mid-America Apartments