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8-K
Nov 10, 4:15 PM ET
MID AMERICA APARTMENT COMMUNITIES INC. 8-K
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Contents
33
ARTICLE 1DEFINITIONS AND OTHERPROVISIONS OF GENERAL APPLICATION
Section 1.01. Certain Provisions of General Application. Except as otherwise expressly provided in or pursuant to this Tenth Supplemental Indenture or unless the context otherwise requires, for all purposes of this Tenth Supplemental Indenture:
Section 1.02. Additional Definitions. Section 101 of the Original Indenture is hereby amended and supplemented, but solely insofar as relates to the Notes, to add the following definitions, all in appropriate alphabetical sequence:
ARTICLE 2FORM AND TERMS OF THE NOTES
Section 2.01. Designation of Notes; Establishment of Form of Notes. Pursuant to Section 301 of the Original Indenture, there is hereby established a new series of Securities which shall be known and designated as the “4.650% Senior Notes due 2033,” which are sometimes referred to in this Tenth Supplemental Indenture as the “Notes.” Pursuant to Section 201 of the Original Indenture, the Notes shall be substantially in the form attached hereto as Annex A.
Section 2.02. Amount. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is initially limited to $400,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Indenture, but subject to the Operating Partnership’s right to re-open such series of Securities from time to time for issuance of additional Securities of such series without notice to or the consent of any Holders of Notes; provided, however, that notwithstanding the foregoing, the Notes may not be reopened if the Operating Partnership has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Indenture or has effected legal defeasance or covenant defeasance with respect to the Notes pursuant to Section 402 of the Indenture.
Section 2.03. Issuance. The Notes are issuable only as Registered Securities without Coupons and may (but need not) bear a corporate or other seal of the Operating Partnership. The Notes shall be issued in book-entry form and evidenced by one or more permanent Global Securities of such series, the initial Depository for the Global Securities of such series shall be The Depository Trust Company and the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Securities of such series from time to time. Notwithstanding the foregoing, certificated Notes in definitive form may be issued to beneficial owners of interests in Global Securities of such series in exchange for their respective interests in the Global Securities of such series under the circumstances contemplated by Section 305 of the Indenture.
Section 2.04. Stated Maturity. The final maturity date of the Notes on which the unpaid principal thereof shall be due and payable shall be January 15, 2033.
Section 2.05. Interest. The principal of the Notes shall bear interest at the rate of 4.650% per annum from November 10, 2025, or from the most recent date to which interest has been paid or duly provided for on the Notes, payable semi-annually in arrears on January 15 and July 15 (each such date being an Interest Payment Date for the Notes) of each year, commencing July 15, 2026, to the Holders of the Notes (or one or more Predecessor Securities of such series) registered as such at the close of business on January 1 and July 1, as the case may be (each such date being a Regular Record Date for the Notes), immediately preceding such Interest Payment Dates, regardless of whether or not any such Regular Record Date is a Business Day.
Section 2.06. Notes Not Convertible or Exchangeable. The Notes shall not be convertible into or exchangeable for Capital Stock or other securities or property (other than exchanges for other Notes as provided in the Indenture).
Section 2.07. Payable in Dollars; No Option for Other Payment Currency. The principal of, and premium, if any, and interest on the Notes shall be payable in Dollars and the Operating Partnership shall not have any right to elect to make, nor shall any Holder of Notes have any right to elect to receive, payment in respect of the Notes in any currency other than Dollars.
Section 2.08. Payments by Reference to Index, Formula, etc. Other than amounts payable upon redemption, at the option of the Operating Partnership, of the Notes prior to November 15, 2032 the amount of payments of principal of, and premium, if any, or interest on the Notes shall not be determined with reference to an index, formula or other similar method.
Section 2.09. Covenant Defeasance. Section 402 (relating to legal defeasance and covenant defeasance) of the Original Indenture, as amended, solely insofar as relates to the Notes, pursuant to Section 4.01 of this Tenth Supplemental Indenture, shall apply to the Notes; provided that (i) the Operating Partnership may effect legal defeasance and covenant defeasance only with respect to all (and not less than all) of the Notes and (ii) the covenants and other obligations, which are subject (solely insofar as relates to the Notes) to covenant defeasance shall be those set forth in the amendment and restatement of Section 402(3) of the Original Indenture set forth in Section 4.01 of this Tenth Supplemental Indenture.
Section 2.10. No Payment of Additional Amounts. The Operating Partnership shall not be required to pay Additional Amounts in respect of the Notes.
Section 2.11. Paying Agent and Security Registrar. The Operating Partnership’s Office or Agency in the Borough of Manhattan, The City of New York where the Notes may be presented or surrendered for payment of principal of, and premium, if any, and interest on the Notes, where the Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Operating Partnership in respect of the Notes and the Indenture may be served shall initially be the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, which office at the date of this Tenth Supplemental Indenture is located at U.S. Bank Trust Company, National Association, Corporate Trust EX-NY-Wall, Administrator for Mid-America Apartments, 100 Wall Street, Suite 1600, New York, NY 10005; provided, however, that, subject to Section 1002 of the Indenture, the Operating Partnership may from time to time designate one or more other Offices or Agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; and provided, further, that the Operating Partnership may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for such purposes.
Section 2.12. Other Terms. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Annex A, all of which terms and provisions are incorporated by reference in and made a part of this Tenth Supplemental Indenture as if set forth in full herein.
Section 2.13. References to Premium. As used in the Indenture and this Tenth Supplemental Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to “premium” on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.
ARTICLE 3ADDITIONAL COVENANTS FOR THE BENEFIT OF HOLDERS OF NOTES
Section 3.01. Additional Covenants.
ARTICLE 4AMENDMENTS TO THE INDENTURE FOR THE BENEFIT OF THE HOLDERS OF THE NOTES
Section 4.01. Amendment to Section 402(3) of the Original Indenture. Section 402(3) of the Original Indenture is hereby amended and restated, but only insofar as relates to the Notes, to read in full as follows:
ARTICLE 5MISCELLANEOUS PROVISIONS
Section 5.01. Adoption, Ratification and Confirmation. The Original Indenture, as amended and supplemented by this Tenth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Tenth Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.
Section 5.02. Conflicts with Trust Indenture Act. If any provision of this Tenth Supplemental Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act deemed to be included in the Indenture pursuant to Section 318(c) thereof, the latter provision shall control.
Section 5.03. Effect of Headings and Table of Contents. The Article, Section and subsection headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 5.04. Successors and Assigns. All covenants and agreements in this Tenth Supplemental Indenture by the Operating Partnership shall bind its successors and assigns, whether so expressed or not.
Section 5.05. Separability Clause. In case any provision in this Tenth Supplemental Indenture or any Note that may be endorsed on the certificate evidencing any Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby.
Section 5.06. Benefits of Tenth Supplemental Indenture. Nothing in this Tenth Supplemental Indenture or any Note, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar and any Paying Agent and their successors under the Indenture and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Tenth Supplemental Indenture.
Section 5.07. Governing Law. This Tenth Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard, to the extent permitted by applicable law, to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE OPERATING PARTNERSHIP AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS TENTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 5.08. Counterparts. This Tenth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. To the extent permitted by applicable law, the exchange of copies of this Tenth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Tenth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Tenth Supplemental Indenture for all purposes, and signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 5.09. Conflicts with Original Indenture. To the extent that any provision of this Tenth Supplemental Indenture conflicts with the Original Indenture, the provisions of this Tenth Supplemental Indenture will (except as may be otherwise required by the Trust Indenture Act) govern and be controlling.
Section 5.10. Acceptance by Trustee. The Trustee accepts the amendments and supplements to the Original Indenture effected by, and the other terms and provisions of, this Tenth Supplemental Indenture and agrees to execute the trusts created by the Original Indenture as hereby amended and supplemented, upon the terms and conditions set forth in the Indenture.
Section 5.11. Numbering of Sections and Articles in the Indenture. As provided above, this Tenth Supplemental Indenture amends and supplements the Original Indenture, but solely insofar as relates to the Notes, to, among other things, add certain covenants and other provisions designated as Sections 1013 through 1016. Because the foregoing provisions added by this Tenth Supplemental Indenture relate solely to the Notes, it is understood and agreed that the article and section numbers assigned to provisions added to the Original Indenture with respect to the Notes by this Tenth Supplemental Indenture may be assigned to provisions that may, in accordance with the terms of the Indenture, be added to the Indenture with respect to any one or more other series of Securities so long as such additional provisions shall relate only to such other series of Securities.