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EXHIBIT 4.15
[FORM OF FLOATING RATE SECURITY]
REGISTERED PRINCIPAL AMOUNT
NO._________ $___________________
CUSIP NO._____________
IRT PROPERTY COMPANY
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
UNCONDITIONALLY GUARANTEED BY
IRT PARTNERS, L.P., IRT CAPITAL CORPORATION II,
IRT MANAGEMENT COMPANY AND IRT ALABAMA, INC. (THE "GUARANTORS")
[Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ("DTC"), to IRT Property Company, a Georgia corporation (herein called the
"Company,") which term includes any successor person under the Indenture
referred to on the reverse hereof), or its agent for registration of transfer,
exchange or payment, and any Security issued is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for securities in
certificated form, this Security may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or
by DTC or any such nominee to a successor of DTC or a nominee of such successor
of DTC.](1)
[If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]
ORIGINAL ISSUE DATE: MAXIMUM INTEREST RATE:
STATED MATURITY: MINIMUM INTEREST RATE:
INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
BASE RATE: INTEREST PAYMENT DATES:
- CD RATE __ REGULAR RECORD DATES:
- CMT RATE __ INTEREST RESET PERIOD:
DESIGNATED CMT MATURITY INDEX: INTEREST RESET DATES:
DESIGNATED CMT TELERATE PAGE: INTEREST DETERMINATION DATES:
- COMMERCIAL PAPER RATE __ CALCULATION DATE:
- ELEVENTH DISTRICT COST OF FUNDS RATE __ INDEX MATURITY:
- FEDERAL FUNDS RATE __ SPREAD: ((+ BASIS PTS.)
-
- LIBOR __ SPREAD MULTIPLIER: (+ BASIS PTS.):
-
REPORTING SERVICE: REDEEMABLE: YES ____ NO____
- LIBOR REUTERS __ INITIAL REDEMPTION DATE:
- LIBOR TELERATE __ INITIAL REDEMPTION PRICE:
LIBOR CURRENCY: REDUCTION PERCENTAGE:
LIBOR PAGE: REDEMPTION LIMITATION DATE:
- PRIME RATE __
- TREASURY RATE __ REGULAR FLOATING RATE:
-------------------------
(1) Insert if Global Security
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FLOATING RATE/FIXED RATE SECURITY:
INVERSE FLOATING RATE SECURITY
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OID: YES _____ NO _____
TOTAL AMOUNT OF OID (%):
YIELD TO MATURITY (%): SPECIFIED CURRENCY:
INITIAL ACCRUAL: SINKING FUND: YES__ NO___
PERIOD OID (%): OPTION TO ELECT REPAYMENT: YES___ NO___
(CONSTANT - YIELD METHOD) OPTIONAL REPAYMENT DATES: YES___ NO___
OTHER/ADDITIONAL PROVISIONS:
IRT PROPERTY COMPANY, a corporation organized and existing under the laws
of the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of ____________________________ DOLLARS
($____________) on the Stated Maturity specified above (except to the extent
redeemed or repaid prior to such date), and to pay interest thereon, if any,
from the Original Issue Date specified above or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, quarterly, semi-annually or annually, as specified above for the Interest
Payment Period, in arrears on the Interest Payment Dates specified above in each
year, commencing with the Interest Payment Date next succeeding the Original
Issue Date specified above, and at Maturity, until the principal hereof is paid
or duly provided for. Except as otherwise provided herein, the rate of interest
to be so paid shall be the Initial Interest Rate specified above until the first
Interest Reset Date specified above following the Original Issue Date and
thereafter a rate determined, in accordance with the provisions hereinafter set
forth, by reference to the Base Rate specified above plus or minus the Spread,
if any, specified above or multiplied by the Spread Multiplier, if any,
specified above. The interest so payable, and paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date specified above
(whether or not a Business Day) next preceding such Interest Payment Date.
Notwithstanding the foregoing, (a) if the Original Issue Date of this Security
is after a Regular Record Date and before the corresponding Interest Payment
Date, interest so payable for the period from and including the Original Issue
Date to but excluding such Interest Payment Date shall be paid on the next
succeeding Interest Payment Date to the Holder hereof on the related Regular
Record Date; and (b) interest payable at Maturity shall be paid to the Person to
whom principal shall be paid.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms." If the Securities are designated above as either Fixed
Rate/Floating Rate Securities or Inverse Floating Rate Securities, the
applicable interest rate determination and other relevant provisions will be as
set forth in an Addendum.
The principal of, premium, if any, and interest, if any, on, this
Security is payable by the Company in the Specified Currency specified above.
Any interest not punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
[Until this Security is paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The Borough of Manhattan, The City of New
York. The Company has initially appointed SunTrust Bank as the Paying Agent at
its corporate trust offices at the ▇▇▇▇▇▇ Trust Company of New York, Wall Street
Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.]
If this Security is a Global Security: Payments of principal, premium,
if any, and interest, if any, on this
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Security will be made to DTC or its nominee, as Holder of this Security, by wire
transfer of immediately available funds.
If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $10,000,000 or
more in aggregate principal amount of Securities of this series whether having
identical or different terms or provisions, by wire transfer of immediately
available funds to such account as may have been designated by such Holder. Any
such designation for wire transfer purposes shall be made by filing the
appropriate information with the Paying Agent at its corporate trust office not
later than 15 calendar days prior to the applicable Interest Payment Date and,
unless revoked by written notice to the Paying Agent received by the Paying
Agent on or prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with respect to any
further payments with respect to this Security payable to such Holder. Payment
of principal of, premium, if any, and interest, if any, on this Security at
Maturity will be made in immediately available funds, against presentation and
surrender of this Security at the office or agency of the Company maintained for
that purpose in The Borough of Manhattan, The City of New York, which at the
date hereof is the corporate trust office of the Trustee located at the ▇▇▇▇▇▇
Trust Company of New York, Wall Street Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and in the case of any repayment on an optional repayment
date, upon submission of a duly completed election form and as required by the
provisions relating to repayment of the securities at the option of the Holder.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means:
(a) with respect to any Security, any date that is not a Saturday or
Sunday and that is not a legal holiday or a day on which banking
institutions are generally authorized or obligated by law or executive
order to close in New York City or any other place where the principal
and interest on the Securities is payable;
(b) with respect to Securities for which the Base Rate is LIBOR
("LIBOR Securities") only, any such date on which dealings in deposits in
U.S. dollars are transacted in the London interbank market; and
(c) with if the Security is denominated in a specified currency other
than U.S. dollars, including LIBOR Securities:
(i) a day on which banking institutions are not authorized or
required by law or regulation to close in the principal financial
center of the country issuing the specified currency; and
(ii) a day on which banking institutions in such financial
center are carrying out transactions in such specified currency.
The term "principal financial center" means, as applicable:
(1) the capital city of the country issuing the specified
currency; or
(2) the capital city of the country to which the LIBOR currency
relates; provided, however, that with respect to U.S.
dollars, Australian dollars, Canadian dollars, Deutsche
marks, Dutch guilders, Italian lire, Portuguese escudos,
South African rand and Swiss francs, the "principal
financial center" shall be New York City, Sydney and
(solely in the case of the specified currency) Melbourne,
Toronto, Frankfurt, Amsterdam, Milan, Lisbon, London
(solely in the case of the LIBOR Currency), Johannesburg
and Zurich, respectively.
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Accrued interest on this Security shall be calculated by multiplying
the principal amount of this Security by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest factors
calculated for each day in the Interest Payment Period for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places without rounding) for each such day shall be
computed by dividing the interest rate applicable to such day by 360 if the Base
Rate is the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
Funds Rate; the Federal Funds Rate, LIBOR or the Prime Rate, as indicated above,
or by the actual number of days in the year if the Base Rate is the CMT Rate or
the Treasury Rate, as indicated above. For purposes of making the foregoing
calculation, the interest rate in effect on any Interest Reset Date shall be the
applicable rate as reset on such date. Unless otherwise specified above, all
percentages resulting from any calculation of the rate of interest hereon shall
be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts used
in or resulting from such calculation shall be rounded to the nearest
one-hundredth cent (with .005 of a cent being rounded upward).
Except as otherwise provided herein, commencing with the first Interest
Reset Date specified above following the Original Issue Date and thereafter upon
each succeeding Interest Reset Date specified above, the rate at which interest
on this Security is payable shall be reset daily, weekly, monthly, quarterly,
semi-annually or annually as specified above for the Interest Reset Period, and
such rate, as so reset, shall be effective as of and for the related Interest
Reset Date and for the balance of the related Interest Reset Period to but
excluding the next succeeding Interest Reset Date. Unless otherwise specified
above, the Interest Reset Dates shall be, if the interest rate on this Security
resets daily, each Business Day; if the interest rate on this Security (unless
the Base Rate is the Treasury Rate) resets weekly, Wednesday of each week; if
the Base Rate specified above is the Treasury Rate and resets weekly, Tuesday of
each week (except as provided below under "Determination of Treasury Rate"); if
the interest rate on this Security resets monthly, the third Wednesday of each
month; if the interest rate on this Security resets quarterly, the third
Wednesday of March, June, September and December of each year; if the interest
rate on this Security resets semi-annually, the third Wednesday of the two
months of each year specified above; and if the interest rate on this Security
resets annually, the third Wednesday of the month of each year specified above
(each such day being an "Interest Reset Date"); provided, however, that the
interest rate in effect for the ten days immediately prior to Maturity will be
that in effect on the tenth day preceding Maturity. If an Interest Reset Date
for this Security would otherwise be a day that is not a Business Day (as
hereinafter defined), such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that, if the Base Rate specified on the face
hereof is LIBOR and such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day.
Anything herein to the contrary notwithstanding, the interest rate
hereon shall not be greater than the Maximum Interest Rate, if any, or less than
the Minimum Interest Rate, if any, specified above. In addition, the interest
rate hereon shall in no event be higher than the maximum rate permitted by New
York law as the same may be modified by United States law of general
application.
Unless otherwise specified above, interest will be payable, if the
interest rate on this Security resets daily, weekly or monthly, on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified above; if the interest rate on this Security
resets quarterly, on the third Wednesday of March, June, September and December
of each year; if the interest rate on this Security resets semi-annually, on the
third Wednesday of the two months of each year specified above; and if the
interest rate on this Security resets annually, on the third Wednesday of the
month of each year specified above (each such day being an "Interest Payment
Date").
If any Interest Payment Date other than a Redemption Date or the Stated
Maturity would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day, except
that, if the Base Rate specified above is LIBOR and such next succeeding
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the next preceding Business Day. If a Redemption
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Date or the Stated Maturity shall not be a Business Day, payment of the amounts
due on this Security on such date in respect of principal, premium, if any,
and/or interest may be made on the next succeeding Business Day; and if payment
is made or duly provided for on such Business Day, no interest shall accrue on
such amounts for the period from and after such Redemption Date or Stated
Maturity, as the case may be, to such Business Day.
The Company will appoint, and enter into an agreement with, an agent
(the "Calculation Agent") to calculate the interest rates on floating rate
Securities (including this Security). Unless otherwise specified above, SunTrust
Bank shall be the Calculation Agent. All determinations of interest rates by the
Calculation Agent shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder hereof.
Subject to applicable provisions of law and except as otherwise
specified herein, on each Interest Reset Date the rate of interest shall be
determined in accordance with the provisions of the applicable heading below.
Determination of CD Rate. If the Base Rate specified above is the CD
Rate, this Security shall bear interest for each Interest Reset Period at an
interest rate calculated with reference to the CD Rate, determined as set forth
below, and the Spread or Spread Multiplier, if any, and subject to the Maximum
Interest Rate, if any, and the Minimum Interest Rate, if any, specified above.
The "CD Rate" for each Interest Reset Period shall be determined by the
Calculation Agent on the Calculation Date (as hereinafter defined) and
shall be:
(1) the rate on the particular interest determination date for
negotiable U.S. dollar certificates of deposit having the index
maturity specified above as published in H.15(519) under the
caption "CDs (secondary market)"; or
(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date for negotiable
U.S. dollar certificates of deposit of the particular index
maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "CDs (secondary market)";
or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date calculated by
the calculation agent as the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on that
interest determination date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in New York City
(which may include the agents or their affiliates) selected by the
calculation agent for negotiable U.S. dollar certificates of
deposit of major United States money center banks for negotiable
United States certificates of deposit with a remaining maturity
closest to the particular index maturity in an amount that is
representative for a single transaction in that market at that
time; or
(4) if the dealers so selected by the calculation agent are not
quoting as mentioned in clause (3), the CD Rate in effect on the
particular interest determination date.
"H.15(519)" means the weekly statistical release designated as H.15(519), or
any successor publication, published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http:/▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇, or any successor site or
publication.
Determination of CMT Rate. If the Base Rate specified above is the CMT
Rate, this Security shall bear interest for each Interest Reset Period at a rate
calculated with reference to the CMT Rate, determined as set forth below, and
the Spread or Spread Multiplier, if any, and subject to the Maximum Interest
Rate, if any, and the Minimum Interest Rate, if any, specified above.
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The "CMT Rate" for each Interest Reset Period shall be determined by the
Calculation Agent on the Calculation Date and shall be the rate (expressed as a
percentage per annum) determined as follows:
(1) if CMT Telerate Page 7051 is specified as the Designated CMT Telerate
Page above:
(a) the percentage equal to the yield for United States Treasury
securities at "constant maturity" having the index maturity
specified above as published in H.15(519) under the caption
"Treasury Constant Maturities," as the yield is displayed on
Bridge Telerate, Inc., or any successor service, on page 7051 or
any other page as may replace the specified page on that service,
for the particular interest determination date; or
(b) if the rate referred to in clause (a) does not so appear on
Telerate Page 7051, the percentage equal to the yield for United
States Treasury securities at "constant maturity" having the
particular index maturity and for the particular interest
determination date as published in H.15(519) under the caption
"Treasury Constant Maturities;" or
(c) if the rate referred to in clause (b) does not so appear in
H.15(519), the rate on the particular interest determination date
for the period of the particular index maturity as may then be
published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the
calculation agent determines to be comparable to the rate that
would otherwise have been published in H.15(519); or
(d) if the rate referred to in clause (c) is not so published, the
rate on the particular interest determination date calculated by
the calculation agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on that interest
determination date of three leading primary United States
government securities dealers in New York City, which may include
the agents or their affiliates, individually known as a reference
dealer, selected by the calculation agent from five reference
dealers selected by the calculation agent and eliminating (i) the
highest quotation, or, in the event of equality, one of the
highest, and (ii) the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity equal to the particular index maturity,
a remaining term to maturity no more than one year shorter than
that index maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or
(e) if fewer than five but more than two of the prices referred to in
clause (d) are provided as requested, the rate on the particular
interest determination date calculated by the calculation agent
based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of the quotations shall be
eliminated; or
(f) if fewer than three prices referred to in clause (d) are provided
as requested, the rate on the particular interest determination
date calculated by the calculation agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as
of approximately 3:30 P.M., New York City time, on that interest
determination date of three reference dealers selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating (i) the highest quotation or, in
the event of equality, one of the highest, and (ii) the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity
greater than the particular index maturity, a remaining term to
maturity closest to that index maturity and in a principal amount
that is representative for a single transaction in the Securities
in that market at that time; or
(g) if fewer than five but more than two prices referred to in clause
(f) are provided as requested, the rate on the particular interest
determination date calculated by the calculation agent based on
the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of the quotations will be eliminated; or
(h) if fewer than three prices referred to in clause (f) are provided
as requested, the CMT Rate in effect on the particular interest
determination date.
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(2) if CMT Telerate Page 7052 is specified as the Designated CMT
Telerate Page above:
(a) the percentage equal to the one-week or one-month, as specified
above, average yield for United States Treasury securities at
"constant maturity" having the index maturity specified on the
face of this Security as published in H.15(519) opposite the
caption "Treasury Constant Maturities," as the yield is displayed
on Bridge Telerate, Inc., or any successor service, on page 7052
or any other page as may replace the specified page on that
service, for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the
particular interest determination date falls; or
(b) if the rate referred to in clause (a) does not so appear on
Telerate Page 7052, the percentage equal to the one-week or
one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the particular
index maturity and for the week or month, as applicable, preceding
the particular interest determination date as published in
H.15(519) opposite the caption "Treasury Constant Maturities"; or
(c) if the rate referred to in clause (b) does not so appear in
H.15(519), the one-week or one-month, as specified above, average
yield for United States Treasury securities at "constant maturity"
having the particular index maturity as otherwise announced by the
Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as
applicable, in which the particular interest determination date
falls; or
(d) if the rate referred to in clause (c) is not so published, the
rate on the particular interest determination date calculated by
the calculation agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on that interest
determination date of three reference dealers selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating (i) the highest quotation, or,
in the event of equality, one of the highest, and (ii) the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity equal
to the particular index maturity, a remaining term to maturity no
more than one year shorter than that index maturity and in a
principal amount that is representative for a single transaction
in the securities in that market at that time; or
(e) if fewer than five but more than two of the prices referred to in
clause (d) are provided as requested, the rate on the particular
interest determination date calculated by the calculation agent
based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of the quotations shall be
eliminated; or
(f) if fewer than three prices referred to in clause (d) are provided
as requested, the rate on the particular interest determination
date calculated by the calculation agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as
of approximately 3:30 P.M., New York City time, on that interest
determination date of three reference dealers selected by the
calculation agent from five reference dealers selected by the
calculation agent and eliminating (i) the highest quotation or, in
the event of equality, one of the highest, and (ii) the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity
greater than the particular index maturity, a remaining term to
maturity closest to that index maturity and in a principal amount
that is representative for a single transaction in the securities
in that market at the time; or
(g) if fewer than five but more than two prices referred to in clause
(f) are provided as requested, the rate on the particular interest
determination date calculated by the calculation agent based on
the arithmetic mean of the bid prices obtained and neither the
highest or the lowest of the quotations will be eliminated; or
(h) if fewer than three prices referred to in clause (f) are provided
as requested, the CMT Rate in effect on that interest
determination date.
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If two United States Treasury securities with an original maturity
greater than the index maturity specified above have remaining terms to maturity
equally close to the particular index maturity, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.
Determination of Commercial Paper Rate. If the Base Rate specified above
is the Commercial Paper Rate, this Security shall bear interest for each
Interest Reset Period at a rate calculated with reference to the Commercial
Paper Rate, determined as set forth below, and the Spread or Spread Multiplier,
if any, and subject to the Maximum Interest Rate, if any, and the Minimum
Interest Rate, if any, specified above.
The "Commercial Paper Rate" for each Interest Reset shall be determined
by the Calculation Agent on the Calculation Date and shall be:
(1) the Money Market Yield on the particular interest determination
date of the rate for commercial paper having the index maturity
specified on the face of this Security as published in H.15(519)
under the caption "Commercial Paper-Nonfinancial"; or
(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
Money Market Yield of the rate on the particular interest
determination date for commercial paper having the particular
index maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "Commercial
Paper-Nonfinancial"; or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date calculated by
the calculation agent as the Money Market Yield of the arithmetic
mean of the offered rates at approximately 11:00 A.M., New York
City time, on that interest determination date of three leading
dealers of United States dollar commercial paper in New York City,
which may include the agents or their affiliates, selected by the
calculation agent for commercial paper having the particular index
maturity placed for industrial issuers whose bond rating is "Aa,"
or the equivalent, from a nationally recognized statistical rating
organization; or
(4) if the dealers so selected by the calculation agent are not
quoting as mentioned in clause (3), the Commercial Paper Rate in
effect on the particular interest determination date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
----------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Index Maturity specified above.
Determination of Eleventh District Cost of Funds Rate. If the Base Rate
specified above is the Eleventh District Cost of Funds Rate, this Security shall
bear interest for each Interest Reset Period at a rate calculated with reference
to the Eleventh District Cost of Funds Rate, determined as set forth below, and
the Spread or Spread Multiplier, if any, and subject to the Maximum Interest
Rate, if any, and the Minimum Interest Rate, if any, specified above.
The "Eleventh District Cost of Funds Rate" for each Interest Reset Period
shall be determined by the Calculation Agent on the Calculation Date and shall
be:
(1) the rate equal to the monthly weighted average cost of funds for
the calendar month immediately preceding the month in which the
particular interest determination date falls as set forth under
the caption "11th District" on the display on Bridge Telerate,
Inc., or any successor service, on page 7058 or any other
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page as may replace the specified page on that service, as of
11:00 A.M., San Francisco, California time, on that interest
determination date; or
(2) if the rate referred to in clause (1) does not so appear on
Telerate Page 7058, the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced by the Federal Home Loan
Bank of San Francisco as the cost of funds for the calendar month
immediately preceding that interest determination date, which is
referred to below as the "index"; or
(3) if the Federal Home Loan Bank of San Francisco fails to announce
the index on or prior to the particular interest determination
date for the calendar month immediately preceding that interest
determination date, the Eleventh District Cost of Funds Rate in
effect on the particular interest determination date.
Determination of Federal Funds Rate. If the Base Rate specified
above is the Federal Funds Rate, this Security shall bear interest
for each Interest Reset Period at a rate calculated with reference
to the Federal Funds Rate, determined as set forth below, and the
Spread or Spread Multiplier, if any, and subject to the Maximum
Interest Rate, if any, and the Minimum Interest Rate, if any,
specified above.
The "Federal Funds Rate" for each Interest Reset Period shall be
determined by the Calculation Agent on the Calculation Date and
shall be:
(1) the rate on the particular interest determination date for United
States dollar federal funds as published in H.15(519) under the
caption "Federal Funds (Effective)" and displayed on Bridge
Telerate, Inc., or any successor service, on page 120 or any other
page as may replace the specified page on that service; or
(2) if the rate referred to in clause (1) does not so appear on
Telerate Page 120 or is not so published by 3:00 P.M., New York
City time, on the related calculation date, the rate on the
particular interest determination date for United States dollar
federal funds as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "Federal Funds
(Effective)"; or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date calculated by
the calculation agent as the arithmetic mean of the rates for the
last transaction in overnight United States dollar federal funds
arranged by three leading brokers of United States dollar federal
funds transactions in New York City, which may include the agents
or their affiliates, selected by the calculation agent prior to
9:00 A.M., New York City time, on that interest determination
date; or
(4) if the brokers so selected by the calculation agent are not
quoting as mentioned in clause (3), the Federal Funds Rate in
effect on the particular interest determination date.
Determination of LIBOR. If the Base Rate specified above is LIBOR,
this Security shall bear interest for each Interest Reset Period
at a rate calculated with reference to LIBOR, determined as set
forth below, and the Spread or Spread Multiplier, if any, and
subject to the Maximum Interest Rate, if any, and the Minimum
Interest Rate, if any, specified above.
"LIBOR" for each Interest Reset Period shall be determined by the
Calculation Agent and shall be:
(1) if "LIBOR Telerate" is specified as the Reporting Service above or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the Reporting Service above as the method for calculating LIBOR,
the rate for deposits in the LIBOR Currency having the index
maturity specified on the face of this security, commencing on the
related interest reset date, that appears on the LIBOR Page as of
11:00 A.M., London time, on the particular interest determination
date; or
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(2) if "LIBOR Reuters" is specified as the Reporting Service above,
the arithmetic mean of the offered rates, calculated by the
calculation agent, or the offered rate, if the LIBOR Page by its
terms provides only for a single rate, for deposits in the LIBOR
Currency having the particular index maturity, commencing on the
related interest reset date, that appear or appears, as the case
may be, on the LIBOR Page as of 11:00 A.M., London time, on the
particular interest determination date; or
(3) if fewer than two offered rates appear, or no rate appears, as the
case may be, on the particular interest determination date on the
LIBOR Page as specified in clause (1) or (2), as applicable, the
rate calculated by the calculation agent of at least two offered
quotations obtained by the calculation agent after requesting the
principal London offices of each of four major reference banks,
which may include affiliates of the agents, in the London
interbank market to provide the calculation agent with its offered
quotation for deposits in the LIBOR Currency for the period of the
particular index maturity, commencing on the related interest
reset date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that interest
determination date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in
that market at that time; or
(4) if fewer than two offered quotations referred to in clause (3) are
provided as requested, the rate calculated by the calculation
agent as the arithmetic mean of the rates quoted at approximately
11:00 A.M., in the applicable principal financial center, on the
particular interest determination date by three major banks, which
may include affiliates of the agents, in that principal financial
center selected by the calculation agent for loans in the LIBOR
Currency to leading European banks having the particular index
maturity and in a principal amount that is representative for a
single transaction in the LIBOR Currency in that market at that
time; or
(5) if the banks so selected by the calculation agent are not quoting
as mentioned in clause (4), LIBOR in effect on the particular
interest determination date.
"LIBOR Currency" means the currency specified above as to which
LIBOR shall be calculated or, if no currency is specified above,
United States dollars.
"LIBOR Page" means either:
(1) if "LIBOR Reuters" is specified as the Reporting Service above,
the display on the Reuters Monitor Money Rates Service, or any
successor service, on the page above, or any other page as may
replace that page on that service, for the purpose of displaying
the London interbank rates of major banks for the LIBOR Currency;
or
(2) or if "LIBOR Telerate" is specified as the Reporting Service above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the Reporting Service above as the method for calculating LIBOR,
the display on Bridge Telerate, Inc., or any successor service, on
the page specified above, or any other page as may replace such
page on such service, for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency.
Determination of Prime Rate. If the Base Rate specified above is
the Prime Rate, this Security shall bear interest for each
Interest Reset Period at a rate calculated with reference to the
Prime Rate, determined as set forth below, and the Spread or
Spread Multiplier, if any, and subject to the Maximum Interest
Rate, if any, and the Minimum Interest Rate, if any, specified
above.
The "Prime Rate" for each Interest Reset Period shall be
determined by the Calculation Agent on the Calculation Date and
shall be:
(1) the rate on the particular interest determination date as
published in H.15(519) under the caption "Bank Prime Loan"; or
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(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date as published in
H.15 Daily Update, or such other recognized electronic source used
for the purpose of displaying the applicable rate, under the
caption "Bank Prime Loan"; or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date calculated by
the calculation agent as the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the
Reuters Screen US PRIME 1 Page as the applicable bank's prime rate
or base lending rate as of 11:00 A.M., New York City time, on that
interest determination date; or
(4) if fewer than four rates referred to in clause (3) are so
published by 3:00 p.m., New York City time, on the related
calculation date, the rate on the particular interest
determination date calculated by the calculation agent as the
arithmetic mean of the prime rates or base lending rates quoted on
the basis of the actual number of days in the year divided by a
360-day year as of the close of business on that interest
determination date by three major banks, which may include
affiliates of the agents, in New York City selected by the
calculation agent; or
(5) if the banks so selected by the calculation agent are not quoting
as mentioned in clause (4), the Prime Rate in effect on the
particular interest determination date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service (or any successor service) on the "US
PRIME 1" page (or any other page as may replace that page on that
service) for the purpose of displaying prime rates or base lending
rates of major United States banks.
Determination of Treasury Rate. If the Base Rate specified above
is the Treasury Rate, this Security shall bear interest for each
Interest Reset Period at a rate calculated with reference to the
Treasury Rate, determined as set forth below, and the Spread or
Spread Multiplier, if any, and subject to the Maximum Interest
Rate, if any, and the Minimum Interest Rate, if any, specified
above.
The "Treasury Rate" for each Interest Reset Period shall be
determined by the Calculation Agent on the Calculation Date and
shall be
(1) the rate from the auction held on the Treasury Rate interest
determination date, referred to as the "auction," of direct
obligations of the United States having the index maturity
specified above under the caption "INVESTMENT RATE" on the display
on Bridge Telerate, Inc., or any successor service, on Telerate
page 56 or any other page as may replace that page on that
service, or Telerate page 57, or any other page as may replace
that page on that service; or
(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
Bond Equivalent Yield of the rate for the applicable Treasury
Bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High"; or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
Bond Equivalent Yield of the auction rate of the applicable
Treasury Bills as announced by the United States Department of the
Treasury; or
(4) if the rate referred to in clause (3) is not so announced by the
United States Department of the Treasury, or if the auction
described above is not held, the Bond Equivalent Yield of the rate
on the particular interest determination date of the applicable
Treasury Bills as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market"; or
(5) if the rate referred to in clause (4) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date of the
applicable Treasury Bills as
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published in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying the applicable rate,
under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market"; or
(6) if the rate referred to in clause (5) is not so published by 3:00
P.M., New York City time, on the related calculation date, the
rate on the particular interest determination date calculated by
the calculation agent as the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on that interest
determination date, of three primary United States government
securities dealers, which may include the agents or their
affiliates, selected by the calculation agent for the issue of
Treasury Bills with a remaining maturity closest to the index
maturity specified above; or
(7) if the dealers so selected by the calculation agent are not
quoting as mentioned in clause (6), the Treasury Rate in effect on
the particular interest determination date.
"Bond Equivalent Yield" means a yield, expressed as a
percentage, calculated in accordance with the following formula:
Bond Equivalent Yield = DXN x 100
-----------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
interest reset period.
As used herein,
(1) "Calculation Date", with respect to a Interest
Determination Date, means the earlier of (a) the tenth
calendar day after such Interest Determination Date, or, if
such day is not a Business Day, the next succeeding
Business Day, and (b) the Business Day next preceding the
related Interest Payment Date or the Stated Maturity Date,
as the case may be;
(2) "Composite Quotations" means the daily statistical release
entitled "Composite 3:30 p.m. Quotations for U.S.
Government Securities," or any successor release, published
by the Federal Reserve Bank of New York; and
(3) "Interest Determination Date" means
c (i) with respect to the Federal Funds Rate and the Prime
Rate - the business day immediately preceding the related Interest
Reset Date;
d (ii) with respect to the CD Rate, the CMT Rate and the
Commercial Paper Rate - the second business day preceding the
related Interest Reset Date;
e (iii) with respect to the Eleventh District Cost of Funds
Rate - the last working day of the month immediately preceding the
related Interest Reset Date on which the Federal Home Loan Bank of
San Francisco publishes the index;
f (iv) with respect to LIBOR - the second London Banking Day
preceding the related Interest Reset Date; and
g (v) with respect to the Treasury Rate - the day in the week
in which the related Interest Reset Date falls on which day
Treasury Bills are normally auctioned; provided, however, that if
an auction is held on the Friday of the week preceding the related
Interest Reset Date, the Interest Determination Date will be the
preceding Friday.
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Reference is hereby made to the provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustees referred to on the reverse hereof by manual signature or its duly
authorized agent referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
IRT PROPERTY COMPANY
[SEAL]
By:
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
ATTEST:
--------------------------------
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
SUNTRUST BANK
as Trustee
By:
-------------------------------------
Authorized Signature
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GUARANTY
Each of IRT Partners, L.P., a Georgia limited partnership, IRT Capital
Corporation II, a Georgia corporation, IRT Management Company, a Georgia
corporation, and IRT Alabama, Inc., an Alabama corporation (the "Guarantors,"
which term includes any successors under the Indenture (the "Indenture")
referred to in the Security upon which this Guaranty is endorsed), has
unconditionally guaranteed to the Trustee and the Holder of the Security upon
which this Guaranty is endorsed full and prompt payment and performance, when
due, whether at maturity, by acceleration or otherwise, of (a) payment and
performance obligations of IRT Property Company, a Georgia corporation (the
"Company"), (i) under the Indenture with respect to the Securities, (ii) under
the Securities and (iii) as a result of the issuance of the Securities and (b)
the obligation to pay an amount equal to the amount of any and all damages which
the Trustee and the Holders, or any part of them, may suffer by reason of a
breach by either the Company or any other obligor of any obligation, covenant or
undertaking under (x) the Indenture with respect to the Securities or (y) the
Securities (collectively, the "Obligations"). Each Obligation shall rank pari
passu with each other Obligation.
This Guaranty shall not be valid or obligatory for any purpose until
the certificate of authentication of the Security upon which this Guaranty is
endorsed shall have been manually executed by or on behalf of the Trustee under
the Indenture.
All terms used in this Guaranty which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Georgia, except to the extent that the Trust Indenture Act
shall be applicable.
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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly
executed.
Date:
-----------------
IRT PARTNERS, L.P.
By: IRT PROPERTY COMPANY
as General Partner
By:
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
IRT CAPITAL CORPORATION II
By:
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
IRT MANAGEMENT COMPANY
By:
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
IRT ALABAMA, INC.
By:
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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[Reverse of Security]
IRT PROPERTY COMPANY
MEDIUM-TERM FLOATING RATE NOTE
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
GENERAL
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of September 9, 1998, as amended or
supplemented from time to time (herein called the "Indenture"), among the
Company, the Guarantors and SunTrust Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto, reference is made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and guaranteed. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the Holder hereof to
all of the terms and provisions of the Indenture. This Security is one of the
series of the Securities designated above, of the Company, which series is
limited to an aggregate principal amount of $100,000,000 or the equivalent
thereof in one or more foreign or composite currencies. The Securities of this
series may mature at different times, bear interest, if any, at different rates,
be redeemable at different times or not at all, be repayable at the option of
the Holder at different times or not at all, be issued at an original issue
discount and be denominated in different currencies.
The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.
ADDITIONAL COVENANTS
In addition to the covenants and agreements contained in the Indenture,
the Company shall be subject to the following additional covenants with respect
to the Securities.
The Company will not, and will not permit any subsidiary to, incur any
Debt (as defined below) if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all of the outstanding Debt of the Company and the
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (without duplication) (i) the Total Assets (as
defined below) of the Company and the Subsidiaries as of the end of the calendar
quarter covered our Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
as the case may be, most recently filed with the SEC (or, if such filing is not
permitted under the Securities Exchange Act of 1934, as amended, with SunTrust
Bank) prior to the incurrence of such additional Debt, and (ii) the purchase
price of any real estate assets or mortgage receivable acquired, and the amount
of any securities offering proceeds received (to the extent that such proceeds
were not used to acquire real estate assets or mortgagers receivable or used to
reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Debt.
In addition to the foregoing limitation on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt secured
by any Encumbrance (as defined below) upon any of the Company's or any
Subsidiary's property if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all of the Company's and its Subsidiaries' outstanding Debt
on a consolidated basis which is secured by any Encumbrance on property of the
Company or any Subsidiary is greater than 40% of the sum of (without
duplication) (i) the Total Assets of the Company and the Subsidiaries as of the
end of the calendar quarter covered in our Annual Report on Form 10-K or
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Quarterly Report on Form 10-Q, as the case my be, most recently filed with the
SEC (or, if such filing is not permitted under the Securities Exchange Act of
1934, as amended, with SunTrust Bank) prior to the incurrence of such additional
Debt and (ii) the purchase price of any real estate assets or mortgages
receivable acquired, and the amount of any securities offering proceeds received
(to the extent that such proceeds were not used to acquire real estate assets or
mortgages receivable or used to reduce Debt), by the Company or any Subsidiary
since the end of such calendar quarter, including those proceeds obtained in
connection with the incurrence of such additional Debt.
The Company and its Subsidiaries may not at any time own Total
Unencumbered Assets (as defined below) equal to less than 150% of the aggregate
outstanding principal amount of the Unsecured Debt of the Company and its
Subsidiaries on a consolidated basis.
In addition to the foregoing limitations on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt if the
ratio of Consolidated Income Available for Debt Service (as defined below) to
the Annual Service Charge (as defined below) for the four consecutive fiscal
quarters most recently ended prior to the date on which such additional Debt is
to be incurred shall have been less than 1.5:1 on a pro forma basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated
on the assumption that (i) such Debt and any other Debt incurred by the Company
and its Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period; (ii) the repayment or retirement of
any other Debt by the Company and its Subsidiaries since the first day of such
four-quarter period had been repaid or retired at the beginning of such period
(except that, in making such computation, the amount of Debt under any revolving
credit facility shall be computed based upon the average daily balance of such
debt during such period); (iii) in the case of Acquired Debt (as defined below)
or Debt incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such pro forma calculation; and (iv) in the case of any
acquisition or disposition by the Company or its Subsidiaries of any asset or
group of assets since the first day of such four-quarter period, whether by
merger, stock purchase or sale, or asset purchase or sale, such acquisition or
disposition or any related repayment of Debt had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition or
disposition being included in such pro forma calculation.
As used herein, and in the Indenture:
"Acquired Debt" means Debt of a person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such person, in each case, other
than Debt incurred in connection with, or in contemplation of, such
person becoming a Subsidiary or such acquisition. Acquired Debt shall
be deemed to be incurred on the date of the related acquisition of
assets from any person or the date the acquired Person becomes a
Subsidiary.
"Annual Service Charge," for any period, means the maximum
amount which is payable during such period for interest on, and the
amortization during such period of any original issue discount of, Debt
of the Company and its Subsidiaries and the amount of dividends which
are payable during such period in respect of any Disqualified Stock.
"Capital Stock" means, with respect to any Person, any capital
stock (including preferred stock), shares, interests, participations or
other ownership interests (however designated) of such Person and any
rights (other than debt securities convertible into or exchangeable for
corporate stock), warrants or options to purchase any thereof.
"Consolidated Income Available for Debt Service," for any
period, means Earnings from Operations (as defined below) of the
Company and its Subsidiaries plus amounts which have been deducted, and
minus amounts which have been added, for the following (without
duplication): (i) interest on Debt of the Company and its Subsidiaries,
(ii) provision for taxes of the Company and its Subsidiaries based on
income, (iii) amortization of debt discount, (iv) provisions for gains
and losses on properties and property depreciation and amortization,
(v) the effect of any noncash charge resulting from a change in
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20
accounting principles in determining Earnings from Operations for such
period and (vi) amortization of deferred charges.
"Debt" of the Company or any Subsidiary means any indebtedness
of the Company or any Subsidiary, whether or not contingent, in respect
of (i) money borrowed or evidenced by bonds, notes, debentures or
similar instruments, (ii) indebtedness for borrowed money secured by
any Encumbrance existing on property owned by the Company or any
Subsidiary, (iii) the reimbursement obligations, contingent or
otherwise, in connection with any letters of credit actually issued or
amounts representing the balance deferred and unpaid of the purchase
price of any property or services, except any such balance that
constitutes an accrued expense or trade payable, or all conditional
sale obligations or obligations under any title retention agreement,
[(iv) the principal amount of all obligations of the Company or any
Subsidiary with respect to redemption, repayment or other repurchase of
any Disqualified Stock] or (v) any lease of property by the Company or
any Subsidiary as lessee which is reflected on the Company's
Consolidated Balance Sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i)
through (iii) above, that any such items (other than letters of credit)
would appear as a liability on the Company's Consolidated Balance Sheet
in accordance with GAAP, and also includes, to the extent not otherwise
included, any obligation by the Company or any Subsidiary to be liable
for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of
another Person (other than the Company or any Subsidiary) (it being
understood that Debt shall be deemed to be incurred by the Company or
any Subsidiary whenever the Company or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof).
"Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by the terms of such Capital Stock
(or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable), upon the happening of any
event or otherwise (i) matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise (other than Capital Stock
which is redeemable solely in exchange for common stock), (ii) is
convertible into or exchangeable or exercisable for Debt or
Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for common stock), in each case on or
prior to the stated maturity of the Notes.
"Earnings from Operations," for any period, means net earnings
excluding gains and losses on sales of investments, extraordinary
items, and property valuation losses, net as reflected in the financial
statements of the Company and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.
"Encumbrance" means any mortgage, lien, charge, pledge or
security interest of any kind.
"Executive Group" means, collectively, those individuals
holding the offices of Chairman, Vice Chairman, President, Chief
Executive Officer, Chief Operating Officer or any Vice President of the
Company.
"Subsidiary" means (i) a corporation, partnership, joint
venture, limited liability company or other person the majority of the
shares, if any, of the non-voting capital stock or other equivalent
ownership interests of which (except directors' qualifying shares) are
at the time directly or indirectly owned by the Company and/or any
other Subsidiary or Subsidiaries, and the majority of the shares of the
voting capital stock or other equivalent ownership interests of which
(except directors' qualifying shares) are at the time directly or
indirectly owned by the Company, any other Subsidiary or Subsidiaries,
and/or one or more individuals of the Executive Group (or, in the event
of death or disability of any of such individuals, his/her respective
legal representatives, or such individuals' successors in office as
officers of the Company) and (ii) any person the accounts of which are
consolidated with the accounts of the Company.
"Total Assets," as of any date, means the sum of (i) the
Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined in accordance with GAAP (but
excluding accounts receivable and intangibles.)
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"Total Unencumbered Assets" means the sum of (i) the
Undepreciated Real Estate Assets not subject to an Encumbrance for
borrowed money and (ii) all other assets of the Company and its
Subsidiaries not subject to an Encumbrance for borrowed money
determined in accordance with GAAP (but excluding accounts receivable
and intangibles).
"Undepreciated Real Estate Assets," as of any date, means the
cost (original cost plus capital improvements) of real estate assets of
the Company and its Subsidiaries on such date, before depreciation and
amortization determined on a consolidated basis in accordance with
GAAP.
"Unsecured Debt" means Debt which is not secured by any
Encumbrance upon any of the properties of the Company or any
Subsidiary.
EVENTS OF DEFAULT
If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY ABSOLUTE
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected, acting together as a class. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities of
all series at the time Outstanding affected by certain provisions of the
Indenture, acting together as a class, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and the Guarantors
with those provisions of the Indenture. Certain past defaults under the
Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company and, as
applicable, the Guarantors, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on, this Security at the times,
place and rate, and in the coin or currency, herein prescribed, except that in
the event the Company deposits money as provided in Section 401 of the
Indenture, such payments will be made only from proceeds of such money.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.
REDEMPTION
If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption
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Percentage Reduction specified on the face hereof, until the Redemption
Percentage is equal to 100%. The Company may exercise such option by causing the
Trustee to mail a notice of such redemption at least 30 but not more than 60
days prior to the applicable Redemption Date to each Holder of the Securities of
this series to be re-deemed. In the event of redemption of this Security in part
only, the Company shall issue a new Security or Securities for the unredeemed
portion hereof in the name of the Holder hereof upon the cancellation hereof. If
less than all of the Securities of this series with like tenor and terms are to
be redeemed, the Securities to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
SINKING FUND
Unless otherwise specified on the face hereof, this Security will not
be entitled to any sinking fund.
REPAYMENT AT HOLDER'S OPTION
If so provided on the face hereof, this Security will be repayable
prior to the Stated Maturity Date at the option of the Holder, in whole or in
part and in increments of $1,000 (provided that any remaining principal amount
of this Security surrendered for partial repayment shall not be less than the
minimum authorized denomination hereof), on or after the date designated as an
Optional Repayment Date on the face hereof at 100% of the principal amount to be
repaid, plus accrued unpaid interest, if any, to the Repayment Date. In order
for this Security to be repaid, the Trustee must receive at the applicable
address of the Trustee set forth below or at such other place or places of which
the Company shall from time to time notify the Holder of the within Security, at
least 30 but not more than 60 calendar days prior to an Optional Repayment Date,
either (i) this Security, with the form below entitled "Option to Elect
Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name, address and
telephone number of the Holder of this Security, (b) the principal amount of
this Security and the amount of this Security to be repaid, (c) a statement that
the option to elect repayment is being exercised thereby, and (d) a guarantee
stating that the Trustee will receive this Security, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and this Security and form duly completed are received by the Company by
such fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is the corporate trust office of the
Trustee located on the date hereof at the ▇▇▇▇▇▇ Trust Company of New York, Wall
Street Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such
other place as the Company shall notify the Holders of the Securities of this
series). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be determined by the
Company, whose determination will be final and binding. Upon any partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security. Beneficial owners of Global Securities electing to have all or
a portion of their book-entry Securities repaid must instruct the participant
through which they own their interest to direct DTC or its nominee as Holder of
the Security to exercise the repayment option on their behalf.
AUTHORIZED DENOMINATIONS
Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.
REGISTRATION OF TRANSFER
Upon due presentment for registration of transfer of this Security at
the corporate trust office of the Trustee in The Borough of Manhattan, The City
of New York or at the corporate trust office of the Paying Agent in The Borough
of Manhattan, The City of New York, a new Security or Securities of this series
in authorized denominations for an equal aggregate principal amount will be
issued to the transferee in exchange herefor, as provided in the Indenture and
subject to the limitations provided therein and to the limitations described
below, without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Security is a Global Security (as specified above), this
Security is exchangeable for definitive
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Securities in registered form only if (x) the DTC notifies the Company that it
is unwilling or unable to continue as Depositary for this Security or if at any
time the DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and the Company does not appoint a successor
Depositary within 90 days after receiving such notice or after becoming aware
that the Depositary has ceased to be so registered as a clearing agency, (y) the
Company in its sole discretion determines that this Security shall be
exchangeable for definitive Securities in registered form and notifies the
Trustee thereof or (z) an Event of Default with respect to the Securities
represented hereby has occurred and is continuing. If this Security is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered form, bearing interest at the same rate,
having the same date of issuance, redemption provisions, Stated Maturity Date
and other terms and of authorized denominations aggregating a like amount.
If this Security is a Global Security (as specified above), this
Security may not be transferred except as a whole by the Depositary to a nominee
of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
such nominee to a successor of DTC or a nominee of such successor. Except as
provided above, owners of beneficial interests in this Global Security will not
be entitled to receive physical delivery of Securities in definitive form and
will not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
NO PERSONAL RECOURSE
No recourse shall be had for the payment of the principal of, premium,
if any, or interest, if any, on, this Security or the Guarantees, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, the Guarantors or any of their respective successor corporations (or
other entities), whether by virtue of any constitution, statute or rule of law,
or by any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
DEFINED TERMS
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
GOVERNING LAW
This Security shall be governed by and construed in accordance with the
law of the State of Georgia, without regard to principles of conflicts of laws,
except to the extent that the Trust Indenture Act shall be applicable.
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OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or the portion thereof specified below), pursuant
to its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
______________________________________, at ___________________________________
(please print or typewrite name and address of the undersigned).
For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
60 calendar days prior to an Optional Repayment Date, either (i) this Security,
with this "Option to Elect Repayment" form duly completed, or (ii) a telegram,
telex, facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).
If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $_____________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination or denominations (which shall be $1,000 or
an integral multiple thereof) of the Security or Securities to be issued to the
holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.
Date: ___________________
Notice: The signature to this Option to Elect
Repayment must correspond with the name as
written on the face of the within Security in
every particular without alteration or
enlargement or any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________________ Custodian ________________
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
-------------------------------
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(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE)
the within Security of IRT PROPERTY COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.
Dated:
------------------
--------------------------
Signature Guaranteed:
--------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.
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