8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 10, 2013

Landmark Apartment Trust of America, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4901 Dickens Road, Suite 101 Richmond, Virginia	23230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 237-1335

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 below regarding the agreements entered into in connection with the Credit Facility (as defined below) is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 8.01 below regarding the Credit Facility and the increase in borrowings available thereunder is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

Completion of Acquisition of Collin Creek Property

On October 10, 2013, Landmark Apartment Trust of America, Inc. (the “Company”), through Landmark Apartment Trust of America Holdings, LP, the Company’s operating partnership (the “Operating Partnership”), acquired a multifamily apartment property in Plano, TX known as Landmark at Collin Creek (the “Collin Creek Property”). The Collin Creek Property is comprised of 314 units with approximately 267,000 rentable square feet. As of October 10, 2013, the Collin Creek Property was 97.5% occupied.

As reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2013 (the “Mach 13, 2013 Form 8-K”), the Company, through the Operating Partnership, entered into a credit agreement (the “Credit Agreement”) to obtain a secured credit facility in the aggregate maximum principal amount of $130,000,000 (the “Credit Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, the Operating Partnership may increase the original principal amount available under the Credit Facility by an additional of up to $50,000,000.

On October 10, 2013, the Operating Partnership exercised its option to increase the aggregate borrowings available under the Credit Facility from $130,000,000 to $145,200,000 and drew down the amount of $15,200,000 to fund the acquisition of the Collin Creek Property. In connection with the increase in the amount available under the Credit Facility, the Operating Partnership entered into two amended and restated promissory notes each in the amount of $72,600,000. Additionally, the Operating Partnership and the other loan parties entered into a Third Amendment and Waiver to the Credit Agreement (the “Third Amendment”), pursuant to which, among other things, the monthly amortization payments (which commence on April 30, 2014) increased from $200,000 to $225,000.

The terms of the Credit Facility are further described in, and except as described herein, remain substantially unchanged from, the March 13, 2013 Form 8-K. As of October 10, 2013, the amount outstanding under the Credit Facility was $145,200,000 and the amount available to be drawn on the incremental facility was $34,800,000.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Third Amendment and the amended and restated notes, which are filed as Exhibits 10.1 through 10.3 hereto, respectively, and incorporated herein by reference.

Item 9.01. Exhibits and Financial Statements.

d. Exhibits:

Exhibit Number	Description
10.1	Third Amendment and Waiver to Credit Agreement, dated October 9, 2013
10.2	Amended and Restated Promissory Note in favor of Citibank, N.A., dated October 9, 2013
10.3	Amended and Restated Promissory Note in favor of Bank of America, N.A., dated October 9, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 16, 2013	Landmark Apartment Trust of America, Inc.
	By:	/s/ B. Mechelle Lafon
	Name:	B. Mechelle Lafon
	Title:	Assistant Chief Financial Officer, Treasurer and Secretary

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Exhibit Index

Exhibit Number	Description
10.1	Third Amendment and Waiver to Credit Agreement, dated October 9, 2013
10.2	Amended and Restated Promissory Note in favor of Citibank, N.A., dated October 9, 2013
10.3	Amended and Restated Promissory Note in favor of Bank of America, N.A., dated October 9, 2013

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EX-10.1

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT

THIRD AMENDMENT AND WAIVER, dated as of October 9, 2013 (this “Agreement”), to the Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), dated as of March 7, 2013, among LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, a Virginia limited partnership (the “Borrower”), LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”) and the other GUARANTORS from time to time party thereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower has informed the Administrative Agent that Landmark at Collin Creek, LLC (“Collin Creek”), a Delaware limited liability company and wholly owned Subsidiary of the REIT, intends to acquire a property located at 2301 Pebble Vale Drive, Plano, Texas (the “Collin Creek Property”);

WHEREAS, the Collin Creek Property has been offered by the Borrower as a Collateral Property in accordance with Section 2.16(a) of the Credit Agreement, and Collin Creek has executed and delivered Joinder Documents;

WHEREAS, the Borrower has requested an increase in the Loans by an amount not to exceed the lesser of (i) $15,200,000 and (ii) 70% of the Appraised Value of the Collin Creek Property in accordance with Section 2.15 of the Credit Agreement;

WHEREAS, in connection with the foregoing, the Required Lenders agree to amend and waive certain provisions of the Credit Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to Credit Agreement. Subject to all of the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

1.1 Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Fee Letter” appearing therein to read as follows:

“Fee Letter” means one or more letter agreements, each dated as of the Closing Date or as of an Increase Effective Date, among the Borrower, the Administrative Agent and/or one or more of the Arrangers.

1.2 Section 2.07 of the Credit Agreement is hereby amended by replacing the amount “$200,000” appearing therein with “$225,000”.

1.3 Section 6.08(b) of the Credit Agreement is hereby amended by adding the following text at the end of clause (ii) of such section:

“(which flood insurance policy shall include the Borrower’s contents if any are located within the flood zone)”.

SECTION 2. Waiver. Subject to delivery of the due diligence materials and information described in Section 2.16(a)(ii) of the Credit Agreement with respect to the Collin Creek Property on or prior to the applicable Inclusion Effective Date, the Required Lenders hereby waive the delivery requirements under Section 2.16(a)(ii) of the Credit Agreement solely to the extent that such section required the Borrower to deliver due diligence materials and information with respect to such Nominated Property at least thirty (30) days prior to the Proposed Inclusion Date for such Nominated Property.

SECTION 3. Conditions Precedent.

This Agreement shall become effective upon receipt by the Administrative Agent of executed counterparts of this Agreement duly executed by each of the Loan Parties, the Administrative Agent and the Required Lenders.

SECTION 4. Representations and Warranties. After giving effect to this Agreement, the Loan Parties, jointly and severally, reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct in all material respects on and as of the date hereof with the same force and effect as if made on such date (except that the representations and warranties set forth in Section 5.08 of the Credit Agreement solely as they apply to Collin Creek’s ownership of the Collin Creek Property shall have the same force and effect as if made October 10, 2013), except (i) to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (iii) that for purposes of this Section 4, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a) it has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby;

(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Agreement;

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(c) this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(d) no Default has occurred and is continuing; and

(e) the execution, delivery and performance of this Agreement will not (i) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (ii) violate any Law.

SECTION 5. Affirmation of Guarantors. Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to (i) the Credit Agreement, as amended by this Agreement and (ii) all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

SECTION 6. Costs and Expenses. The Borrower acknowledges and agrees that its payment obligations set forth in Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and any other documentation contemplated hereby (whether or not this Agreement becomes effective or the transactions contemplated hereby are consummated and whether or not a Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 7. Ratification.

(a) Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties. Each of the Loan Parties hereby (i) confirms and agrees that the Borrower is truly and justly indebted to the Administrative Agent and the Lenders in the aggregate amount of the Obligations without defense, counterclaim or offset of any kind whatsoever, and (ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Loan Documents.

(b) This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to

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prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

SECTION 8. Waivers; Amendments. Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Required Lenders.

SECTION 9. References. All references to the “Credit Agreement”, “thereunder”, “thereof” or words of like import in the Credit Agreement or any other Loan Document and the other documents and instruments delivered pursuant to or in connection therewith shall mean and be a reference to the Credit Agreement as modified hereby and as each may in the future be amended, restated, supplemented or modified from time to time.

SECTION 10. Counterparts. This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart.

SECTION 11. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 12. Severability. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 14. Loan Document. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document and that the failure of any of the Loan Parties to comply with the provisions of this Agreement shall constitute an Event of Default.

SECTION 15. Headings. Section headings in this Agreement are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[The remainder of this page left blank intentionally]

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IN WITNESS WHEREOF, the Loan Parties, the Administrative Agent and the Required Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer

GUARANTORS:

LANDMARK APARTMENT TRUST OF AMERICA, INC.
By:	/s/ Stanley J. Olander, Jr.
Name:	Stanley J. Olander, Jr.
Title:	Chief Executive Officer

LANDMARK AT HERITAGE FIELDS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

[Signature page to Third Amendment to LATA Credit Agreement]

LANDMARK AT RIDGEWOOD PRESERVE, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
MANCHESTER PARK, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
BAYMEADOWS PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

[Signature page to Third Amendment to LATA Credit Agreement]

G&E APARTMENT REIT KENDRON VILLAGE, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
BEAR CREEK PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
BEDFORD PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

[Signature page to Third Amendment to LATA Credit Agreement]

COTTONWOOD PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
PEAR RIDGE PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
RIVERVIEW PARTNERS SC, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

[Signature page to Third Amendment to LATA Credit Agreement]

HAMPTON RIDGE PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
CROWN RIDGE PARTNERS, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer
LANDMARK AT COLLIN CREEK, LLC
By:	Landmark Apartment Trust of America Holdings, LP, its manager
	By:	Landmark Apartment Trust of America, Inc., its general partner
		By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

[Signature page to Third Amendment to LATA Credit Agreement]

BANK OF AMERICA, N.A., as Administrative
Agent
By:	/s/ Keegan Koch
Name:	Keegan Koch
Title:	Senior Vice President

[Signature page to Third Amendment to LATA Credit Agreement]

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Keegan Koch
Name:	Keegan Koch
Title:	Senior Vice President

[Signature page to Third Amendment to LATA Credit Agreement]

CITIBANK, N.A., as a lender
By:	/s/ John C. Rowland
Name:	John C. Rowland
Title:	Vice President

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED NOTE

$72,600,000 October 9, 2013

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to CITIBANK, N.A. or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the lesser of the principal sum of SEVENTY-TWO MILLION SIX HUNDRED THOUSAND AND NO/00 DOLLARS ($72,600,000) or the aggregate unpaid principal amount of all Loans from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 7, 2013 (as amended and supplemented to date, and as the same may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Landmark Apartment Trust of America, Inc., and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is secured by the Collateral Documents and is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

This Note amends and restates in its entirety that certain Note dated March 7, 2013 in the principal amount of $65,000,000 made by the Borrower to the Lender (the “Existing Note”). This Note evidences the same obligations and indebtedness as the obligations and indebtedness evidenced by the Existing Note, as increased as provided herein, and is delivered by the Borrower in full substitution for and replacement of the Existing Note. Nothing in this Note is intended to or shall in any way release, diminish, waive, impair or otherwise limit any existing liabilities or obligations of the Borrower under the Existing Note that are unsatisfied as of the

date hereof. This Note, although it amends and restates the Existing Note, does not constitute a novation of the Existing Note. The Borrower hereby represents and warrants to the Lender that the outstanding principal amount of the Existing Note as of the date hereof is $65,000,000 and that it has no offsets, counterclaims or defenses to the Existing Note, as amended, restated and increased by this Note, including any counterclaim with respect to, or defense against, the enforceability of the Existing Note, as amended, restated and increased by this Note, against the Borrower.

[Signature page follows]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED NOTE

$72,600,000 October 9, 2013

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A., or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the lesser of the principal sum of SEVENTY-TWO MILLION SIX HUNDRED THOUSAND AND NO/00 DOLLARS ($72,600,000) or the aggregate unpaid principal amount of all Loans from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 7, 2013 (as amended and supplemented to date, and as the same may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Landmark Apartment Trust of America, Inc., and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is secured by the Collateral Documents and is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

This Note amends and restates in its entirety that certain Note dated March 7, 2013 in the principal amount of $65,000,000 made by the Borrower to the Lender (the “Existing Note”). This Note evidences the same obligations and indebtedness as the obligations and indebtedness evidenced by the Existing Note, as increased as provided herein, and is delivered by the Borrower in full substitution for and replacement of the Existing Note. Nothing in this Note is intended to or shall in any way release, diminish, waive, impair or otherwise limit any existing liabilities or obligations of the Borrower under the Existing Note that are unsatisfied as of the

date hereof. This Note, although it amends and restates the Existing Note, does not constitute a novation of the Existing Note. The Borrower hereby represents and warrants to the Lender that the outstanding principal amount of the Existing Note as of the date hereof is $65,000,000 and that it has no offsets, counterclaims or defenses to the Existing Note, as amended, restated and increased by this Note, including any counterclaim with respect to, or defense against, the enforceability of the Existing Note, as amended, restated and increased by this Note, against the Borrower.

[Signature page follows]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP
By:	Landmark Apartment Trust of America, Inc., its general partner
	By:	/s/ Stanley J. Olander, Jr.
		Name:	Stanley J. Olander, Jr.
		Title:	Chief Executive Officer