Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 6 contracts
Samples: Supplemental Indenture (Spieker Properties L P), Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties L P)
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 5 contracts
Samples: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties L P), Supplemental Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. (a) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes Indebtedness if, immediately after giving effect to the incurrence of such additional DebtIndebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt Indebtedness of the Issuer Partnership and its 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 Partnership and its Subsidiaries as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt Indebtedness, and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired since the end of the most recent calendar quarter, and (iii) the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Indebtedness, less (such increaseiv) the decrease, together with if any, in the Total Assets, is referred to as "Adjusted Total Assets"). Assets of the Partnership and its Subsidiaries since the end of such quarter.
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt Indebtedness is to be incurred shall have been less than 1.5 to 1, 1.5:1 on a pro forma PRO FORMA basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Indebtedness and any other Debt Indebtedness incurred by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt Indebtedness by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period), ; (iii) in the income earned on case of Acquired Indebtedness or Indebtedness incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt Indebtedness 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 PRO FORMA calculation. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind Encumbrance upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtIndebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt Indebtedness of the Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Partnership or any Subsidiary is greater than 40% of Adjusted the sum of (without duplication) (i) the Total Assets. Assets of the Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired since the end of the most recent calendar quarter, and (iii) 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 Indebtedness), by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness, less (iv) the decrease, if any, in the Total Assets of the Partnership and its Subsidiaries since the end of such quarter.
(d) The Partnership and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Partnership and its Subsidiaries on a consolidated basis.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt Indebtedness shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance .
(f) The covenants set forth in subsections (a), (b) and (c) of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of this Section 2.4 shall not less than 165% of restrict the aggregate Partnership from refinancing existing Indebtedness, provided that the outstanding principal amount of all outstanding Unsecured Debt. As used herein:such Indebtedness is not increased.
Appears in 5 contracts
Samples: Supplemental Indenture (Bradley Operating L P), Supplemental Indenture (Heritage Property Investment Trust Inc), Supplemental Indenture (Heritage Property Investment Trust Inc)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5x, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end first day of such four-quarter period had been earned, on an annualized basis, during period); (iii) in the case of Acquired Debt 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. .
(d) The Company and its Subsidiaries will maintain Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 3 contracts
Samples: Supplemental Indenture (Omega Healthcare Investors Inc), Supplemental Indenture (Omega Healthcare Investors Inc), Supplemental Indenture (Omega Healthcare Investors Inc)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary of its Subsidiaries to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Issuer’s Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt Debt, and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Issuer or any of its Subsidiaries since the end of such quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt;
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence limitations set forth in subsection (a) of Debtthis Section 1104, the Issuer will not, and will not permit any Subsidiary of its Subsidiaries to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 proforma calculation; and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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 proforma calculation. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 1104, the Issuer will not, and will not permit any Subsidiary of its Subsidiaries to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt")of its Subsidiaries, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Issuer or any of its Subsidiaries is greater than 40% of Adjusted the Issuer’s Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 1104 Debt shall be deemed to be "“incurred" ” by the Issuer or a Subsidiary one of its Subsidiaries whenever the Issuer and its or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Kimco Realty OP, LLC), Fourth Supplemental Indenture (Kimco Realty Corp)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Indebtedness, other than inter-company debt representing Debt to which the only parties are Spiexxx XxxpertiesPermitted Debt, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtIndebtedness, the aggregate principal amount of all outstanding Debt Indebtedness of the Issuer, and of its Subsidiaries determined at the applicable proportionate interest of the Issuer and its Subsidiaries on a consolidated basis in each such Subsidiary, determined in accordance with GAAP, is greater than 60% of the sum of (i) the Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) SEC prior to the incurrence of such additional Debt Indebtedness or, if the Issuer is not then subject to the reporting requirements of the Exchange Act, as of its most recent calendar quarter and (ii) the any increase in the Total Assets from since the end of such quarter quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt Indebtedness (such increase, together with the Total Assets, is Assets adjusted by such increase are referred to as "the “Adjusted Total Assets"”). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 5.1, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if Indebtedness, other than Permitted Debt, if, for the ratio period consisting of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt Indebtedness is to be incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Indebtedness and any other Debt Indebtedness incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt Indebtedness by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired retained at the beginning of such period (except that, in making such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness under such credit facility during such period), (iii) the any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during for such period, and (iv) in the case of any an acquisition or disposition by the Issuer or any Subsidiary of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt Indebtedness 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. calculation of Consolidated Income Available for Debt Service to the Annual Service Charge.
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 5.1, the Issuer will not, and will not permit any Subsidiary to, incur any Debt Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest Lien of any kind upon any of the property of the Issuer or any Subsidiary of its Subsidiaries ("the “Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, ”) if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer, and of its Subsidiaries determined at the applicable proportionate interest of the Issuer in each such Subsidiary, is greater than 40% of the Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Sl Green Operating Partnership, L.P.), First Supplemental Indenture (Sl Green Operating Partnership, L.P.)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (iwithout duplication) (A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (CommonWealth REIT), Supplemental Indenture (CommonWealth REIT)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (iwithout duplication) (A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (Hospitality Properties Trust), Supplemental Indenture (Hospitality Properties Trust)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (without duplication) (i) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (Hospitality Properties Trust), Supplemental Indenture (Hospitality Properties Trust)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (iwithout
(A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (CommonWealth REIT), Supplemental Indenture (CommonWealth REIT)
Limitations on Incurrence of Debt. (a) The Issuer Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Indebtedness, other than inter-company debt representing Debt to which the only parties are Spiexxx XxxpertiesPermitted Debt, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtIndebtedness, the aggregate principal amount of all outstanding Debt Indebtedness of the Issuer Operating Partnership, and of its Subsidiaries on a consolidated basis determined at the applicable proportionate interest of the Operating Partnership in each such Subsidiary, determined in accordance with GAAP, is greater than 60% of the sum of (i) the Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Operating Partnership’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) SEC prior to the incurrence of such additional Debt Indebtedness or, if the Operating Partnership is not then subject to the reporting requirements of the Exchange Act, as of its most recent calendar quarter and (ii) the any increase in the Total Assets from since the end of such quarter quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt Indebtedness (such increase, together with the Total Assets, is Assets adjusted by such increase are referred to as "the “Adjusted Total Assets"”). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 5.1, the Issuer Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt if Indebtedness, other than Permitted Debt, if, for the ratio period consisting of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt Indebtedness is to be incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Indebtedness and any other Debt Indebtedness incurred by the Issuer Operating Partnership or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt Indebtedness by the Issuer Operating Partnership or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired retained at the beginning of such period (except that, in making such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness under such credit facility during such period), (iii) the any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during for such period, and (iv) in the case of any an acquisition or disposition by the Issuer Operating Partnership or any Subsidiary of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt Indebtedness 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. calculation of Consolidated Income Available for Debt Service to the Annual Service Charge.
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 5.1, the Issuer Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest Lien of any kind upon any of the property of the Issuer Operating Partnership or any Subsidiary of its Subsidiaries ("the “Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, ”) if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Operating Partnership, and of its Subsidiaries determined at the applicable proportionate interest of the Operating Partnership in each such Subsidiary, is greater than 40% of the Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Sl Green Operating Partnership, L.P.), First Supplemental Indenture (SL Green Operating Partnership, L.P.)
Limitations on Incurrence of Debt. (a) The clause "The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Issuer, the Issuer General Partner and any of their Subsidiaries (Subsidiaries, but only so long as such Debt is held solely by any of the General PartnerIssuer, the Issuer General Partner and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect Securities," in Section 1004(a) is amended and restated to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (read as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as follows: "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the The Issuer will not, and will not permit any Subsidiary to, incur any Debt if other than intercompany Debt (representing Debt to which the ratio only parties are the Issuer, the General Partner and any of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case their Subsidiaries, but only so long 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application held solely by any of the proceeds therefromIssuer, and calculated on the assumption that (i) such Debt General Partner and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period Subsidiary 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except provided 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or saleDebt owed to Subsidiaries, such acquisition or disposition or any related repayment Debt is subordinate in right 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. In addition payment to the foregoing limitations on the incurrence of Debt, the Securities),"
(b) The clause "The Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgageother than intercompany Debt that is subordinate in right of payment to the Securities," in Section 1004(c) is amended and restated to read as follows: . "The Issuer will not, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or and will not permit any Subsidiary to, incur any Debt other than intercompany Debt ("Secured Debt")provided that, whether owned at in the date case of the Indenture or thereafter acquiredDebt owed to Subsidiaries, if, immediately after giving effect such Debt is subordinate in right of payment to the incurrence Securities)," * * * * * This First Supplemental Indenture may be executed in any number of such additional Secured Debtcounterparts, the aggregate principal amount each of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt which so executed shall be deemed to be "incurred" by an original, but all such counterparts shall together constitute but one and the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:same instrument.
Appears in 2 contracts
Samples: First Supplemental Indenture (Equity Office Properties Trust), First Supplemental Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.5x, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (HRPT Properties Trust), Supplemental Indenture (Hospitality Properties Trust)
Limitations on Incurrence of Debt. (1) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Gables, the Issuer and Partnership or any of their Subsidiaries (its Subsidiaries, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(2) In addition to the foregoing limitation on the incurrence set forth in subsection (1) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtDebt , had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(3) In addition to the foregoing limitations on the incurrence set forth in subsections (1) and (2) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture hereof or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets. Assets as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, filed with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt).
(4) The Partnership and its Subsidiaries will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Partnership and its Subsidiaries on a consolidated basis.
(5) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Supplemental Indenture (Gables Residential Trust), Supplemental Indenture (Gables Residential Trust)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Issuer, the Issuer General Partner and any of their Subsidiaries (Subsidiaries, but only so long as such Debt is held solely by any of the General PartnerIssuer, the Issuer General Partner and any Subsidiary) that is subordinate in right of payment to the Notes Securities, if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase or decrease in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, increase or decrease together with the Issuer's Total Assets, Assets is referred to as the "Adjusted Total Assets"). In addition ; and
(b) The Issuer will not, and will not permit any Subsidiary to, incur any Secured Debt of the Issuer or any Subsidiary if, immediately after giving effect to the foregoing limitation on the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 40% of the Adjusted Total Assets; and
(c) The Issuer will not, and will not permit any Subsidiary to, incur any Debt other than intercompany Debt that is subordinate in right of payment to the Securities, if the ratio of the Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case as defined below) for the period consisting of 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 to 1, 1 on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period which was outstanding at the end of such period, had been incurred at the beginning of such period and continued to be outstanding throughout such period, and the application of the proceeds therefromof such Debt, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computationdetermining the amount of Debt so repaid or retired, 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 income earned on case of Acquired Indebtedness or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such the four-quarter period, the related acquisition had occurred as of the first day of the period had been earned, on an annualized basis, during such periodwith the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets assets, since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such increase, decrease, or other acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments to revenues, expenses and Debt levels with respect to such increase, decrease or other acquisition or disposition being included in such pro forma calculation. In addition to the foregoing limitations on the incurrence of Debt, the ; and
(d) Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to times maintain Total Unencumbered Assets of not less than 165150% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:Debt of the Issuer and its Subsidiaries on a consolidated basis.
Appears in 2 contracts
Samples: Indenture (Equity Office Properties Trust), Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. (a) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx XxxpertiesGables, Inc., a Maryland corporation (the "General Partner")any of its Subsidiaries, the Issuer and any of their Subsidiaries (Partnership or the Management Companies, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding outstand ing Debt of the Issuer Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication)
(i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtDebt , had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:based
Appears in 2 contracts
Samples: Supplemental Indenture (Gables Realty Limited Partnership), Supplemental Indenture (Gables Realty Limited Partnership)
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes Debentures if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 2 contracts
Samples: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties L P)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (iwithout duplication) (A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K K, or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt.
(ii) The Company will not, and will not permit any Subsidiary to, incur any Secured Debt (if, immediately after giving effect to the incurrence of such increaseadditional Secured Debt and the application of the proceeds thereof, together with the Total Assets, aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is referred to as "greater than 40% of Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer .
(iii) The Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case 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 2.0 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or Company and its Subsidiaries on a consolidated basis 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries on a consolidated basis of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 2 contracts
Samples: Supplemental Indenture (Senior Housing Properties Trust), Supplemental Indenture (Senior Housing Properties Trust)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its 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 its Subsidiaries as of the end of the latest calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on set forth in subsection (a) of this Section 2.4 the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquiredEncumbrance, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater than 40% of Adjusted the sum of (without duplication) (i) the Total Assets. Assets of the Company and its Subsidiaries as of the end of the latest calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) 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.
(d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets 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.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "“incurred" ” by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Supplemental Indenture (Equity One, Inc.), Supplemental Indenture (Equity (Texas) One Creekside LP)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6065% of the sum of (i) Total the Company's Undepreciated Real Estate Assets (as defined below) as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of all real estate assets acquired by the Company or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt;
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to for any 12 consecutive calendar months within the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1, times the Maximum Annual Service Charge on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, Company and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its all 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, outstanding immediately after giving effect to the incurrence incurring of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. .
(c) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 1004, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 2 contracts
Samples: Indenture (Developers Diversified Realty Corp), Indenture (Developers Diversified Realty Corp)
Limitations on Incurrence of Debt. In lieu of the covenants set forth in Section 1004 of the Original Indenture and Article Two of the First Supplemental Indenture, which shall not apply to the Future Securities (as defined below), there are established the following covenants for the benefit of the Holders of each series of Securities issued subsequent to the date hereof (“Future Securities”) and to which such Future Securities shall be subject:
Section 2.1 The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Company, the Issuer and Partnership and/or any of their its Subsidiaries (but only so long as such Debt is held solely by any of the General PartnerCompany, the Issuer Partnership and any Subsidiary)) that is subordinate in right of payment to the Notes Securities, if, immediately after giving effect to the incurrence of such additional Debt, Debt and the aggregate principal amount of all outstanding Debt application of the Issuer and its Subsidiaries on a consolidated basis is greater than 60proceeds thereof, Debt would exceed 65% of the sum of (i) Total Assets (as defined below) as of at the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). reporting date.
Section 2.2 In addition to the foregoing limitation on the incurrence limitations set forth in Section 2.1 of Debtthis Third Supplemental Indenture, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service EBITDA to the Maximum Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 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; (iv) any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during for such period, ; and (ivv) in the case of any acquisition or disposition by the Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
Section 2.3 In addition to the foregoing limitations on the incurrence set forth in Sections 2.1 and 2.2 of Debtthis Third Supplemental Indenture, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Partnership or any Subsidiary is greater than 40% of Adjusted the Partnership’s Total Assets. .
Section 2.4 In addition to the limitations set forth in Sections 2.1, 2.2 and 2.3 of this Third Supplemental Indenture, the Partnership shall maintain Total Unencumbered Assets of not less than 125% of the aggregate outstanding principal amount of the Partnership’s Unsecured Debt.
Section 2.5 For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Article Two, Debt shall be deemed to be "“incurred" ” by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Third Supplemental Indenture (Erp Operating LTD Partnership)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding out- standing Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6065% of the sum of (i) the Company's Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired by the Company or any Subsidiary since the end of such quarter includingfiscal quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such increase, together with fiscal quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to for any 12 consecutive calendar months within the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries to 1, on a pro forma basis be outstanding immediately after giving effect to the incurrence incurring of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that additional Debt.
(ic) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of Adjusted the sum of (i) the Company's Total Assets. Assets as of the end of the fiscal quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable acquired by the Company or any Subsidiary since the end of such fiscal quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such fiscal quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt).
(d) In addition to the limitations set forth in subsections (a), (b) and (c) of this Section 1004, the Company will at all times maintain an Unencumbered Total Asset Value in an amount not less than 100% of the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries that is unsecured.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 1004, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Indenture (New Plan Realty Trust)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets acquired by the Company or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt (to the extent that such increase, together with the Total Assets, is referred proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to for any 12 consecutive calendar months within the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries to 1, on a pro forma basis be outstanding immediately after giving effect to the incurrence incurring of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that additional Debt.
(ic) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of Adjusted the sum of (i) Total Assets. Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any real estate assets acquired by the Company or any Subsidiary since the end of such calendar quarter, including those obtained in connection with the incurrence of such additional Debt.
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 1004, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Second Supplemental Indenture (Excel Realty Trust Inc)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Company's Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt;
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence limitations set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of Adjusted the Company's Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 1004 Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-inter- company debt representing Debt to which the only parties are Spiexxx XxxpertiesXxxxxxx Properties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its 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 its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind Encumbrance upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquiredSubsidiary, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of Adjusted the sum of (without duplication) (i) the Total Assets. Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) 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.
(d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets 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.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. The Issuer Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company intercompany debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation the Company (the "General Partner"as defined below), the Issuer Operating Partnership and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General PartnerCompany, the Issuer Operating Partnership and any Subsidiary) that is subordinate in right of payment to the Notes Notes), if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is would be greater than 60% of the sum of (i) the Operating Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the any increase in Adjusted Total Assets from the end of such quarter including, without limitation, any pro forma increase in Total Assets resulting from the incurrence application of the proceeds of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets")Debt. In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Operating Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 4055% of the sum of (i) the Operating Partnership's Adjusted Total Assets. For purposes Assets as of the end of the fiscal quarter prior to the incurrence of such additional Secured Debt and (ii) any increase in Adjusted Total Assets from the end of such quarter including, without limitation, any pro forma increase from the application of the proceeds of such additional Secured Debt. In addition to the foregoing provisions regarding the limitation limitations on the incurrence of Debt, the Operating Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Annualized EBITDA After Minority Interest to Interest Expense (in each case as defined below) for the period consisting of 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 1.75 to 1 on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred since the first day of such four-quarter period had been incurred, and the proceeds therefrom had been applied (to whatever purposes such proceeds had been applied as of the date of calculation of such ratio), at the beginning of such period, (ii) any other Debt that has been repaid or retired 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 deemed to be "incurred" computed based upon the average daily balance of such Debt during such period), (iii) any income earned as a result of any assets having been placed in service since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer Operating Partnership, any Subsidiary or a any unconsolidated joint venture in which the Operating Partnership or any Subsidiary whenever owns an interest, of any assets since the Issuer and its Subsidiary shall createfirst day of such four-quarter period, assumeincluding, guarantee without limitation, by merger, stock purchase or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:sale, or asset purchase or sale, such acquisition or disposition and
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Simon Property Group Lp)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.5x, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer calculation or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately other Debt incurred after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:the
Appears in 1 contract
Limitations on Incurrence of Debt. (1) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Gables, the Issuer and Partnership or any of their Subsidiaries (its Subsidiaries, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(2) In addition to the foregoing limitation on the incurrence set forth in subsection (1) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtDebt , had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(3) In addition to the foregoing limitations on the incurrence set forth in subsections (1) and (2) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture hereof or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets. Assets as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10‑K or Quarterly Report on Form 10‑Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, filed with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt).
(4) The Partnership and its Subsidiaries will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Partnership and its Subsidiaries on a consolidated basis.
(5) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Gables Realty Limited Partnership)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx XxxpertiesColonial, Inc., a Maryland corporation (the "General Partner")any of its subsidiaries, the Issuer Company and any of their Subsidiaries (Subsidiary, or Debt owed to the Management Corporation arising from routine cash management practices, but only so long as such Debt is held solely by any of the General PartnerColonial, any of its subsidiaries, the Issuer Company and any Subsidiary) ), that is subordinate in right of payment to the Notes Securities, if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (i) the Company's Adjusted Total Assets (as defined below) as of the end of the calendar most recent fiscal quarter covered in prior to the Issuer's Annual Report on Form 10-K incurrence of such additional Debt, (ii) the purchase price of any real estate assets or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee mortgages receivable (or such reports of the General Partner if filed interests therein) acquired by the Issuer Company or any Subsidiary since the end of such fiscal quarter, including those obtained in connection with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (iiiii) the increase in Total Assets from amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such fiscal quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt, the Issuer ); and
(b) The Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that thereof; and
(ic) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer The Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (i) the Company's Adjusted Total AssetsAssets as of the end of the most recent fiscal quarter prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Company or any Subsidiary since the end of such fiscal quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such fiscal quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt); and
(d) The Company will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Company and its Subsidiaries. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. For so long as any of the Notes remain Outstanding:
(a) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes Indebtedness if, immediately after giving effect to the incurrence of such additional DebtIndebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt Indebtedness of the Issuer Partnership and its 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 Partnership and its Subsidiaries as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt Indebtedness, and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired since the end of the most recent calendar quarter, and (iii) the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Indebtedness, less (such increaseiv) the decrease, together with if any, in the Total Assets, is referred to as "Adjusted Total Assets"). Assets of the Partnership and its Subsidiaries since the end of such quarter.
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt Indebtedness is to be incurred shall have been less than 1.5 to 1, 1.5:1 on a pro forma PRO FORMA basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Indebtedness and any other Debt Indebtedness incurred by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt Indebtedness by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period), ; (iii) in the income earned on case of Acquired Indebtedness or Indebtedness incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt Indebtedness 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 PRO FORMA calculation. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind Encumbrance upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtIndebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt Indebtedness of the Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Partnership or any Subsidiary is greater than 40% of Adjusted the sum of (without duplication) (i) the Total Assets. Assets of the Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired since the end of the most recent calendar quarter, and (iii) 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 Indebtedness), by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness, less (iv) the decrease, if any, in the Total Assets of the Partnership and its Subsidiaries since the end of such quarter.
(d) The Partnership and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Partnership and its Subsidiaries on a consolidated basis.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt Indebtedness shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance .
(f) The covenants set forth in subsections (a), (b) and (c) of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of this Section 2.4 shall not less than 165% of restrict the aggregate Partnership from refinancing existing Indebtedness, provided that the outstanding principal amount of all outstanding Unsecured Debt. As used herein:such Indebtedness is not increased.
Appears in 1 contract
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its 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 its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitationincluding those proceeds obtained in connection with the incurrence of such additional Debt.
(b) In addition to the limitations set forth in subsection (a) of this Section 1012, the Company will not, and will not permit any increase in Total Assets resulting from Subsidiary to, incur any Debt secured by any Encumbrance upon any of the property of the Company or any Subsidiary 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 outstanding Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater than 40% of the sum of (such increasewithout duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, together as the case may be, most recently filed with the Total AssetsCommission (or, if such filing is referred not permitted under the Exchange Act, with the Trustee) prior to as "Adjusted Total Assets"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.
(c) In addition to the foregoing limitation on the incurrence limitations set forth in subsection (a) and (b) of Debtthis Section 1012, the Issuer Company and its Subsidiaries may not at any time own Total Unencumbered Assets 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.
(d) In addition to the limitations set forth in subsection (a), (b) and (c) of this Section 1012, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, therefrom and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or Company and its Subsidiaries since the first day of each such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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.
Section 2.01. In addition to All capitalized terms which are used herein and not otherwise defined herein are defined in the foregoing limitations on Indenture and are used herein with the incurrence same meanings as in the Indenture.
Section 2.02. This First Supplemental Indenture shall be effective as of Debtthe date first above written and upon the execution and delivery hereof by each of the parties hereto.
Section 2.03. This First Supplemental Indenture shall be governed by, and construed in accordance with, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any laws of the property State of the Issuer or New York.
Section 2.04. This First Supplemental Indenture may be executed in any Subsidiary ("Secured Debt")number of counterparts, whether owned at the date each of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt which so executed shall be deemed to be "incurred" by an original, but all such counterparts shall together constitute but one and the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:same instrument.
Appears in 1 contract
Samples: First Supplemental Indenture (Avalonbay Communities Inc)
Limitations on Incurrence of Debt. Pursuant to Section 902 of the Base Indenture: (i) Section 1004 of the Base Indenture is hereby amended and restated in its entirety as set forth below (which covenants shall replace and apply in lieu of the covenants set forth in Section 1004 of the Original Indenture, Section 2.1 of the First Supplemental Indenture, Section 2.1 of the Second Supplemental Indenture and Section 2.1 of the Seventh Supplemental Indenture); and (ii) the covenants set forth in Section 2.1 of the First Supplemental Indenture, Section 2.1 of the Second Supplemental Indenture and Section 2.1 of the Seventh Supplemental Indenture are hereby deleted in their entirety:
(a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer will not, and will not permit any no Subsidiary to, may incur any Unsecured Debt; provided, however, that the Company or a Subsidiary may acquire an entity that becomes a Subsidiary that has Unsecured Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to if the incurrence of such additional Secured Debt, Debt (including any guarantees of such Debt assumed by the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of Company or any Subsidiary) was not intended to evade the foregoing provisions regarding the limitation on restrictions and the incurrence of Debt, such Debt shall be deemed to be "incurred" (including any guarantees of such Debt assumed by the Issuer Company or a Subsidiary whenever any Subsidiary) would otherwise be permitted under this Indenture.
(d) In addition to the Issuer limitation set forth in subsections (a), (b) and (c) of this Section 1004, the Company and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Subsidiaries may not at any time own Total Unencumbered Assets of not equal to less than 165150% of the aggregate outstanding principal amount of all outstanding the Unsecured Debt. As used herein:Debt and Pari Passu Debt of the Company and its Subsidiaries on a consolidated basis.
Appears in 1 contract
Samples: Supplemental Indenture (Prologis)
Limitations on Incurrence of Debt. In addition to the covenants set forth in Article TEN of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of Securities issued on or after the date of this Supplemental Indenture, unless otherwise provided in the Officers’ Certificate or supplemental indenture authorizing any series of such Securities; provided, however, that the covenants set forth in Section 1004 of the Base Indenture, as not amended (including the definitions set forth in Section 101 of the Base Indenture of any capitalized terms used in Section 1004 of the Base Indenture), shall apply to Securities issued on or after the date hereof only for so long as any Securities issued pursuant to the Base Indenture prior to the date of this Supplemental Indenture remain outstanding:
(a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6065% of the sum of (without duplication) (i) the Company’s Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence limitations set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any additional Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, 1.0 on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the net proceeds therefrom, and calculated on the assumption that (i) such additional Debt and any other Debt had been incurred by the Issuer or 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, ; and (ii) the repayment any assets acquired, or retirement of any other to be acquired, with such additional Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period and projected income therefrom had been incurred, repaid or retired acquired at the beginning of such period 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), (iiic) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 125% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries determined on a consolidated basis.
(d) In addition to the limitations set forth in subsections (a), (b) and (c) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind Encumbrance upon any of the property of the Issuer Company or any Subsidiary ("Secured excluding Pari Passu Debt"), whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary (excluding Pari Passu Debt) is greater than 40% of Adjusted the sum (without duplication) of (i) the Company’s Total Assets. Assets as of the end of the calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) 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.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 1004 Debt shall be deemed to be "“incurred" ” by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Prologis)
Limitations on Incurrence of Debt. The Issuer Kimco will not, and will not permit any Subsidiary of its subsidiaries to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately immediately, after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer Kimco and its Subsidiaries subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 6065% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Kimco’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with SEC (or, if such filing is not permitted under the Trustee (or such reports Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportstrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets")Debt. In addition to the foregoing limitation on the incurrence of Debtlimitation, the Issuer Kimco will not, and will not permit any Subsidiary of its subsidiaries to, incur any secured Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1if, on a pro forma basis immediately after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other additional Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the aggregate principal amount of all outstanding Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period), (iii) the income earned on any increase in Adjusted Kimco and its subsidiaries which is secured is greater than 40% of Total Assets since as of the end of such fourthe calendar quarter covered in Kimco’s Annual Report on Form 10-quarter period had been earnedK or Quarterly Report on Form 10-Q, on an annualized basis, during such period, and (iv) in as the case may be, most recently filed with SEC (or, if such filing is not permitted under the Securities Exchange Act of any acquisition or disposition by 1934, with the Issuer or any Subsidiary of any asset or group of assets since trustee) prior to the first day incurrence of such four-quarter period, including, without limitation, 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 calculationadditional Debt. In addition to the foregoing limitations on the incurrence of Debt, the Issuer Kimco will not, and will not permit any Subsidiary of Kimco’s subsidiaries to, incur any Debt secured by if Consolidated Income Available for Debt Service (as defined below) for any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of 12 consecutive calendar months within the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at 15 calendar months immediately preceding the date on which that additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge (as defined below) on Kimco’s Debt and the Debt of the Indenture or thereafter acquired, if, all of Kimco’s subsidiaries to be outstanding immediately after giving effect to the incurrence incurring of such that additional Secured Debt, . Maintenance of Unencumbered Total Asset Value: Kimco will at all times maintain an Unencumbered Total Asset Value in an amount of not less than one hundred fifty percent (150%) of the aggregate principal amount of all Kimco’s outstanding Secured Debt and the outstanding Debt of Kimco’s subsidiaries that is greater than 40% of Adjusted Total Assetsunsecured. For purposes of the foregoing provisions regarding the limitation Restrictions on the incurrence of DebtDividends and Other Distributions: Kimco will not, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required any shares of any class of Kimco’s stock: (1) declare or pay any dividends (other than dividends payable in the form of Kimco’s stock) on Kimco’s stock; (2) apply any of Kimco’s property or assets to maintain Total Unencumbered Assets the purchase, redemption or other acquisition or retirement of not less than 165% Kimco’s stock; (3) set apart any sum for the purchase, redemption or other acquisition or retirement of Kimco’s stock; or (4) make any other distribution, by reduction of capital or otherwise; if, immediately after that declaration or other action referred to above, the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used hereinthose declarations and other actions since the date on which the Kimco Indenture was originally executed shall exceed the sum of:
Appears in 1 contract
Samples: Agency Agreement (Kimco Realty Corp)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Indebtedness, other than inter-company debt representing Debt to which the only parties are Spiexxx XxxpertiesPermitted Debt, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtIndebtedness, the aggregate principal amount of all outstanding Debt Indebtedness of the Issuer, and of its Subsidiaries determined at the applicable proportionate interest of the Issuer and its Subsidiaries on a consolidated basis in each such Subsidiary, determined in accordance with GAAP, is greater than 60% of the sum of (i) the Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) Commission prior to the incurrence of such additional Debt Indebtedness or, if the Issuer is not then subject to the reporting requirements of the Exchange Act, as of its most recent calendar quarter and (ii) the any increase in the Total Assets from since the end of such quarter quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt Indebtedness (such increase, together with the Total Assets, is Assets adjusted by such increase are referred to as the "Adjusted Total Assets"). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1005, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if Indebtedness, other than Permitted Debt, if, for the ratio period consisting of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt Indebtedness is to be incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Indebtedness and any other Debt Indebtedness incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt Indebtedness by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired retained at the beginning of such period (except that, in making such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period), (iii) the any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during for such period, and (iv) in the case of any an acquisition or disposition by the Issuer or any Subsidiary of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt Indebtedness 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. calculation of Consolidated Income Available for Debt Service to the Annual Service Charge.
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 1005, the Issuer will not, and will not permit any Subsidiary to, incur any Debt Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest Lien of any kind upon any of the property of the Issuer or any Subsidiary of its Subsidiaries (the "Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, ) if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer, and of its Subsidiaries determined at the applicable proportionate interest of the Issuer in each such Subsidiary, is greater than 40% of the Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of any Securities issued subsequent to the date hereof (“Future Securities”) and to which such Future Securities shall be subject; provided, however, that the covenants set forth in Section 1004 of the Base Indenture shall apply to the Future Securities only for so long as any Securities issued pursuant to the Base Indenture prior to the date hereof remain outstanding:
Section 2.1. The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Company, the Issuer and Partnership and/or any of their its Subsidiaries (but only so long as such Debt is held solely by any of the General PartnerCompany, the Issuer Partnership and any Subsidiary)) that is subordinate in right of payment to the Notes Securities, if, immediately after giving effect to the incurrence of such additional Debt, Debt and the aggregate principal amount of all outstanding Debt application of the Issuer and its Subsidiaries on a consolidated basis is greater than proceeds thereof, Debt would exceed 60% of the sum of (i) Total Assets (as defined below) as of at the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets")reporting date.
Section 2.2. In addition to the foregoing limitation on the incurrence limitations set forth in Section 2.1 of Debtthis Supplemental Indenture, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service EBITDA to the Maximum Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 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; (iv) any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during for such period, ; and (ivv) in the case of any acquisition or disposition by the Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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.
Section 2.3. In addition to the foregoing limitations on the incurrence set forth in Sections 2.1 and 2.2 of Debtthis Supplemental Indenture, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Partnership or any Subsidiary is greater than 40% of Adjusted the Partnership’s Total Assets.
Section 2.4. In addition to the limitations set forth in Sections 2.1, 2.2 and 2.3 of this Supplemental Indenture, the Partnership shall maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Partnership’s Unsecured Debt.
Section 2.5. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Article Two, Debt shall be deemed to be "“incurred" ” by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Erp Operating LTD Partnership)
Limitations on Incurrence of Debt. (1) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx XxxpertiesGables, Inc., a Maryland corporation (the "General Partner")any of its Subsidiaries, the Issuer and any of their Subsidiaries (Partnership or the Management Companies, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication)
(i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(2) In addition to the foregoing limitation on the incurrence set forth in subsection (1) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma PRO FORMA basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtDebt , had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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 PRO FORMA calculation. .
(3) In addition to the foregoing limitations on the incurrence set forth in subsections (1) and (2) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture hereof or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets. Assets as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, filed with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt).
(4) The Partnership and its Subsidiaries will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Partnership and its Subsidiaries on a consolidated basis.
(5) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Gables Realty Limited Partnership)
Limitations on Incurrence of Debt. (1) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Gables, the Issuer and Partnership or any of their Subsidiaries (its Subsidiaries, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of the
(i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(2) In addition to the foregoing limitation on the incurrence set forth in subsection (1) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma PRO FORMA basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other DebtDebt , had occurred at the beginning of such period, ; (ii) the repayment or retirement of any other Debt by the Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Partnership or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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 PRO FORMA calculation. .
(3) In addition to the foregoing limitations on the incurrence set forth in subsections (1) and (2) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Partnership or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture hereof or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt of the Partnership and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets. Assets as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, filed with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt).
(4) The Partnership and its Subsidiaries will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Partnership and its Subsidiaries on a consolidated basis.
(5) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Partnership or a Subsidiary whenever the Issuer and its Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Gables Realty Limited Partnership)
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (iwithout duplication) (A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K K, or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt.
(ii) The Company will not, and will not permit any Subsidiary to, incur any Secured Debt (if, immediately after giving effect to the incurrence of such increaseadditional Secured Debt and the application of the proceeds thereof, together with the Total Assets, aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is referred to as "greater than 40% of Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer .
(iii) The Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case 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 2.0 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or Company and its Subsidiaries on a consolidated basis 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries on a consolidated basis of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 1 contract
Samples: Supplemental Indenture (Senior Housing Properties Trust)
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx XxxpertiesProperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the 2016 Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Spieker Properties L P)
Limitations on Incurrence of Debt. In addition to the covenants set forth in Article TEN of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject; provided, however, that the covenants set forth in Section 1004 of the Base Indenture shall apply to the Notes only for so long as any Securities issued pursuant to the Base Indenture prior to the date hereof remain outstanding:
(a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, Debt and the aggregate principal amount of all outstanding Debt application of the Issuer and its Subsidiaries on a consolidated basis is greater than 60proceeds thereof, Debt would exceed 65% of the sum of (i) Total Assets at the reporting date.
(as defined belowb) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence limitations set forth in Section 2.4(a) of Debtthis Supplemental Indenture, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service EBITDA to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of Adjusted the Company’s Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 2.4 Debt shall be deemed to be "“incurred" ” by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Archstone Smith Operating Trust)
Limitations on Incurrence of Debt. (a) The Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx XxxpertiesGables, Inc., a Maryland corporation (the "General Partner")any of its Subsidiaries, the Issuer and any of their Subsidiaries (Partnership or the Management Companies, but only so long as such Debt is held solely by any of the General Partnerforegoing), the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication)
(i) the Partnership's Adjusted Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerPartnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if Exchange Act, filed by the Issuer with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and Debt, (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable (or interests therein) acquired by the Partnership or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those obtained in Total Assets resulting from connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such increase, together with calendar quarter (to the Total Assets, is referred extent that such proceeds were not used to as "Adjusted Total Assets"acquire such real estate assets or mortgages receivable or used to reduce Debt). .
(b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Partnership 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 Issuer or Partnership and its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:based
Appears in 1 contract
Samples: Supplemental Indenture (Gables Realty Limited Partnership)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx XxxpertiesIntercompany Debt, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the Issuer's Annual Report on Form 10-K most recent quarterly or Quarterly Report on Form 10-Qannual financial statements, as the case may be, most recently filed with required to be delivered to the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) Holders pursuant to Section 1010, prior to the incurrence of such additional Debt and (ii) the increase or decrease in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, increase or decrease together with the Total Assets, Assets is referred to as the "Adjusted Total Assets"). In addition ; and
(b) The Issuer will not, and will not permit any Subsidiary to, incur any Secured Debt of the Issuer or any Subsidiary if, immediately after giving effect to the foregoing limitation on the incurrence of Debtsuch additional Secured Debt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries determined on a consolidated basis in accordance with GAAP is greater than 40% of the Adjusted Total Assets; and
(c) The Issuer will not, and will not permit any Subsidiary to, incur any Debt other than Intercompany Debt, if the ratio of the Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case as defined below) for the period consisting of 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 to 1, 1 on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the net proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period, which was outstanding at the end of such period, had been incurred at the beginning of such period and continued to be outstanding throughout such period, and the application of the proceeds therefromof such Debt, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computationdetermining the amount of Debt so repaid or retired, 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 income earned on case of Acquired Indebtedness or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such the four-quarter period, the related acquisition had occurred as of the first day of the period had been earned, on an annualized basis, during such periodwith the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets assets, since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such increase, decrease, or other acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments to revenues, expenses and Debt levels with respect to such increase, decrease or other acquisition or disposition being included in such pro forma calculation. In addition to the foregoing limitations on the incurrence of Debt, the ; and
(d) The Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to times maintain Total Unencumbered Assets of not less than 165150% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:Debt of the Issuer and its Subsidiaries determined on a consolidated basis in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Arden Realty LTD)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer Company and any of their Subsidiaries (the Subsidiaries, but only so long as such Debt is held solely by the Company or any Subsidiary and provided that, in the case of the General PartnerDebt owed to Subsidiaries, the Issuer and any Subsidiary) that such Debt is subordinate in right of payment to the Notes Securities) if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6065% of the sum of (i) Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is being referred to herein as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer .
(b) The Company will not, and will not permit any Subsidiary to, incur any Debt other than intercompany Debt (representing Debt to which the only parties are the Company and any of the Subsidiaries, but only so long as such Debt is held solely by the Company or any Subsidiary and provided that, in the case of Debt owed to Subsidiaries, such Debt is subordinate in right of payment to the Securities) if the ratio of Consolidated Income Available for Debt Service to for any 12 consecutive calendar months within the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1, times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries on a pro forma basis immediately after giving effect to the incurrence of such additional Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Debt, and any other Debt incurred by the Issuer Company or its Subsidiaries since the first day of such four12-quarter month period which was outstanding at the end of such period, had been incurred at the beginning of such period and continued to be outstanding throughout such period, and the application of the proceeds therefromof such Debt, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer Company or its Subsidiaries since the first day of such four12-quarter month period had been incurred, repaid or retired at the beginning of such period (except that, in making such computationdetermining the amount of Debt so repaid or retired, 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 income earned on case of Acquired Indebtedness or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such fourthe 12-quarter month period, the related acquisition had occurred as of the first day of the period had been earned, on an annualized basis, during such periodwith the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer Company or any Subsidiary of any asset or group of assets assets, since the first day of such four12-quarter month period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such increase, decrease, or other 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer of
(c) The Company will not, and will not permit any Subsidiary to, incur any Secured Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable .
(d) The Company will at all times maintain an Unencumbered Total Asset Value in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of an amount not less than 165100% of the aggregate outstanding principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries that is not Secured Debt. As used herein:.
Appears in 1 contract
Samples: Indenture (New Plan Realty Trust)
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer ---------------------------------- Borrower will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which incurrence of such additional Debt is to be incurred shall have been less than 1.5 to 1Debt, on a pro forma basis but after giving effect to the incurrence of such Debt and to the application of the proceeds therefromthereof, the aggregate principal amount of all outstanding Debt of the Borrower and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since is greater than 60% of the first Total Assets, determined as at the last day of such four-quarter period and the application most recent preceding calendar year or calendar quarter, as the case may be, as reflected in the Financial Statements of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period, Borrower most recently provided under Sections 6.01(a) or (iib).
(b) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer The Borrower will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind Lien upon any Property of the property of the Issuer Borrower or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately prior to incurrence of such Debt, but after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Borrower and its Subsidiaries which is secured by a Lien on Property of the Borrower or any Subsidiary is greater than 40% of Adjusted Total Assets. , determined as at the last day of the most recent preceding calendar year or calendar quarter, as the case may be, as reflected in Financial Statements of the Borrower most recently provided under Sections 6.01(a) or (b).
(c) For purposes of this Section 7.02, the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be term (i) "incurredTotal Assets" does not include securities issued or unconditionally guaranteed by the Issuer United States government or an agency thereof or by the Federal National Mortgage Association which secure a Subsidiary whenever repurchase agreement with a financial institution, entered into in the Issuer ordinary course of business by the Borrower or any Subsidiary, and its Subsidiary shall create, assume, guarantee (ii) "Debt" does not include obligations under any such repurchase agreement or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% indebtedness of the aggregate outstanding Borrower or any Subsidiary owed to a financial institution, which is secured by governmental securities described in clause (i) hereof, owned by the Borrower or such Subsidiary, entered into in the ordinary course of business (a "reverse repurchase agreement"), provided that in the case of transactions described in clauses (i) and (ii) hereof, the market value of such governmental securities is at all times equal at least to the principal amount of all outstanding Unsecured Debt. As used herein:such repurchase agreement or reverse repurchase agreement.
Appears in 1 contract
Samples: Credit Agreement (Weingarten Realty Investors /Tx/)
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner")Guarantor, the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General PartnerGuarantor, the Issuer and any Subsidiary) that is subordinate in right of payment to the 2001 Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner Guarantor if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Samples: Second Supplemental Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of 6 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-inter- company debt representing Debt to which the only parties are Spiexxx XxxpertiesProperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer Company and any of their Subsidiaries (the Subsidiaries, but only so long as such Debt is held solely by the Company or any Subsidiary and provided that, in the case of the General PartnerDebt - 63 - 71 owed to Subsidiaries, the Issuer and any Subsidiary) that such Debt is subordinate in right of payment to the Notes Securities) if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6065% of the sum of (i) Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is being referred to herein as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer .
(b) The Company will not, and will not permit any Subsidiary to, incur any Debt other than intercompany Debt (representing Debt to which the only parties are the Company and any of the Subsidiaries, but only so long as such Debt is held solely by the Company or any Subsidiary and provided that, in the case of Debt owed to Subsidiaries, such Debt is subordinate in right of payment to the Securities) if the ratio of Consolidated Income Available for Debt Service to for any 12 consecutive calendar months within the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1, times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries on a pro forma basis immediately after giving effect to the incurrence of such additional Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt Debt, and any other Debt incurred by the Issuer Company or its Subsidiaries since the first day of such four12-quarter month period which was outstanding at the end of such period, had been incurred at the beginning of such period and continued to be outstanding throughout such period, and the application of the proceeds therefromof such Debt, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer Company or its Subsidiaries since the first day of such four12-quarter month period had been incurred, repaid or retired at the beginning of such period (except that, in making such computationdetermining the amount of Debt so repaid or retired, 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 income earned on case of Acquired Indebtedness or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such fourthe 12-quarter month period, the related acquisition had occurred as of the first day of the period had been earned, on an annualized basis, during such periodwith the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer Company or any Subsidiary of any asset or group of assets assets, since the first day of such four12-quarter month period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such increase, decrease, or other acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments to revenues, expenses and Debt levels with respect to such increase, decrease or other acquisition or disposition being included in such pro forma calculation. In addition to the foregoing limitations on the incurrence of Debt, the Issuer .
(c) The Company will not, and will not permit any Subsidiary to, incur any Secured Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable .
(d) The Company will at all times maintain an Unencumbered Total Asset Value in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of an amount not less than 165100% of the aggregate outstanding principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries that is not Secured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. (i) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (iwithout
(A) the Total Assets (as defined below) of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Securities and Exchange Commission (or or, if such reports filing is not permitted under the Securities Exchange Act of the General Partner if filed by the Issuer 1934, as amended, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (iiB) the increase in Total Assets from 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). ii) In addition to the foregoing limitation limitations on the incurrence of Debt, the Issuer Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets.
(iii) 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 to the Annual Debt Service Charge (in each case 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 to 11.0, on a pro forma basis after giving effect to the incurrence of such Debt thereto and to the application of the proceeds therefrom, and calculated on the assumption that (iA) such Debt and any other Debt incurred by the Issuer or 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, ; (iiB) the repayment or retirement of any other Debt by the Issuer or Company and its Subsidiaries since the first day date of such four-quarter period had been incurred, 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), ; (iiiC) in the income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (ivD) in the case of any acquisition or disposition by the Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition If the Debt giving rise to the need to make the foregoing limitations on calculation or any other Debt incurred after the incurrence first day of Debtthe relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of rate on such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by computed on a pro forma basis as if the Issuer or a Subsidiary whenever average interest rate which would have been in effect during the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of entire such four-quarter period had been the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:applicable rate for the entire such period.
Appears in 1 contract
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (its Subsidiaries, but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes Securities, if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar fiscal quarter covered in the Issuer's Annual Report on Form 10-K most recent quarterly or Quarterly Report on Form 10-Qannual financial statements, as the case may be, most recently filed with required to be delivered to the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) Holders pursuant to Section 1010, prior to the incurrence of such additional Debt and (ii) the increase or decrease in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, increase or decrease together with the Total Assets, Assets is referred to as the "Adjusted Total Assets"). In addition ; and
(b) The Issuer will not, and will not permit any Subsidiary to, incur any Secured Debt of the Issuer or any Subsidiary if, immediately after giving effect to the foregoing limitation on the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 40% of the Adjusted Total Assets; and
(c) The Issuer will not, and will not permit any Subsidiary to, incur any Debt other than intercompany Debt that is subordinate in right of payment to the Securities, if the ratio of the Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case as defined below) for the period consisting of 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 to 1, 1 on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or its Subsidiaries since the first day of such four-quarter period, which was outstanding at the end of such period, had been incurred at the beginning of such period and continued to be outstanding throughout such period, and the application of the proceeds therefromof such Debt, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computationdetermining the amount of Debt so repaid or retired, 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 income earned on case of Acquired Indebtedness or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such the four-quarter period, the related acquisition had occurred as of the first day of the period had been earned, on an annualized basis, during such periodwith the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets assets, since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such increase, decrease, or other acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments to revenues, expenses and Debt levels with respect to such increase, decrease or other acquisition or disposition being included in such pro forma calculation. In addition to the foregoing limitations on the incurrence of Debt, the ; and
(d) Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to times maintain Total Unencumbered Assets of not less than 165150% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:Debt of the Issuer and its Subsidiaries on a consolidated basis.
Appears in 1 contract
Samples: Indenture (Crescent Real Estate Equities LTD Partnership)
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its 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 its Subsidiaries as of the end of the calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:any
Appears in 1 contract
Limitations on Incurrence of Debt. (a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its 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 its Subsidiaries as of the end of the latest calendar quarter covered in the IssuerCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5:1, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquiredEncumbrance, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater than 40% of Adjusted the sum of (without duplication) (i) the Total Assets. Assets of the Company and its Subsidiaries as of the end of the latest calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) 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.
(d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets 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.
(e) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 2.4, Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. In addition to the covenants set forth in Article TEN of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject; provided, however, that the covenants set forth in Section 1004 of the Base Indenture shall apply to the Notes only for so long as any Securities issued pursuant to the Base Indenture prior to the date hereof remain outstanding:
(a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional Debt, Debt and the aggregate principal amount of all outstanding Debt application of the Issuer and its Subsidiaries on a consolidated basis is greater than 60proceeds thereof, Debt would exceed 65% of the sum of (i) Total Assets at the reporting date.
(as defined belowb) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence limitations set forth in Section 2.4(a) of Debtthis Supplemental Indenture, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service EBITDA to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 2.4, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Company or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of Adjusted the Company's Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 2.4 Debt shall be deemed to be "incurred" by the Issuer Company or a Subsidiary whenever the Issuer and its Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Samples: Supplemental Indenture (Archstone Smith Operating Trust)
Limitations on Incurrence of Debt. (a) The Issuer Trust will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Trust and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication)
(i) the Trust's Total Assets (as defined below) as of the end of the calendar quarter covered in the IssuerTrust's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Trust or any Subsidiary since the end of such quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt;
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence limitations set forth in subsection (a) of Debtthis Section 1004, the Issuer Trust will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or Trust 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 Issuer or Trust and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Trust or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer Trust will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer Trust or any Subsidiary ("Secured Debt")Subsidiary, whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured Debt of the Trust and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Trust or any Subsidiary is greater than 40% of Adjusted the Trust's Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, this Section 1004 Debt shall be deemed to be "incurred" by the Issuer Trust or a Subsidiary whenever the Issuer and its Trust or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. (a) The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below)Debt, other than inter-company debt intercompany Debt (representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and and/or any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes Securities) if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6055% of the sum of (i) the Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the any increase in the Total Assets from since the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt ,
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if if, for the ratio period consisting of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.5 2.0 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired retained 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) the any income earned on as a result of any increase in Adjusted Total Assets since the end of such four-four quarter period had been earned, on an annualized basis, during for such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary (the "Secured Debt"), whether owned at the date of the Indenture hereof or thereafter hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 40% of the Adjusted Total Assets. .
(d) For purposes of the foregoing provisions regarding the limitation on the incurrence of Debtthis Section 1004, Debt shall be deemed to be "incurred" by the Issuer or its Subsidiaries on a Subsidiary consolidated basis whenever the Issuer and its Subsidiary Subsidiaries on a consolidated basis shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:.
Appears in 1 contract
Limitations on Incurrence of Debt. The Issuer will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the 2016 Notes if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Issuer or 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 Issuer or its Subsidiaries since the first day of such four-quarter period had been incurred, 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) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Equity Office Properties Trust)
Limitations on Incurrence of Debt. Pursuant to Section 901(5) of the Base Indenture, Section 1004 of the Base Indenture is hereby amended and restated in its entirety as follows for the benefit of the Holders of Securities issued on or after the date of this Supplemental Indenture (which covenants shall replace and apply in lieu of the covenants set forth in Section 1004 of the Original Indenture, Section 2.1 of the Second Supplemental Indenture and Section 2.1 of the Seventh Supplemental Indenture), unless otherwise provided in the Officers’ Certificate or supplemental indenture authorizing any series of such Securities:
(a) The Issuer Company will not, and will not permit any Subsidiary to, incur any Debt (as defined below), other than inter-company debt representing Debt to which the only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of their Subsidiaries (but only so long as such Debt is held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the Notes if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Issuer Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee Commission (or or, if such reports of filing is not permitted under the General Partner if filed by the Issuer Exchange Act, with the Trustee in lieu of filing its own reportsTrustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent 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 quarter includingcalendar quarter, without limitation, any increase including those proceeds obtained in Total Assets resulting from connection with the incurrence of such additional Debt Debt.
(such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). b) In addition to the foregoing limitation on the incurrence set forth in subsection (a) of Debtthis Section 1004, the Issuer Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case 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 to 11.5, on a pro forma basis after giving effect to the incurrence of such Debt 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 Issuer or 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 Issuer or Company and its Subsidiaries since the first day of such four-quarter period had been incurred, 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 income earned on case of Acquired Debt or Debt incurred in connection with any increase in Adjusted Total Assets acquisition since the end first day of such four-quarter period had been earned, on an annualized basis, during such 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 Issuer Company or any Subsidiary its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, including, without limitation, 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. .
(c) In addition to the foregoing limitations on the incurrence limitation set forth in subsections (a) and (b) of Debtthis Section 1004, the Issuer will not, and will not permit any no Subsidiary to, may incur any Unsecured Debt; provided, however, that the Company or a Subsidiary may acquire an entity that becomes a Subsidiary that has Unsecured Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any Subsidiary ("Secured Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to if the incurrence of such additional Secured Debt, Debt (including any guarantees of such Debt assumed by the aggregate principal amount of all outstanding Secured Debt is greater than 40% of Adjusted Total Assets. For purposes of Company or any Subsidiary) was not intended to evade the foregoing provisions regarding the limitation on restrictions and the incurrence of Debt, such Debt shall be deemed to be "incurred" (including any guarantees of such Debt assumed by the Issuer Company or a Subsidiary whenever the Issuer and its Subsidiary shall create, assume, guarantee or any Subsidiary) would otherwise become liable in respect thereof. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 165% of the aggregate outstanding principal amount of all outstanding Unsecured Debt. As used herein:be permitted under this Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (Prologis)
