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EXHIBIT 4.7
IRT PROPERTY COMPANY
Issuer
and
EACH OF THE GUARANTORS A PARTY HERETO
the Guarantors
to
SUNTRUST BANK, ATLANTA
Trustee
Supplemental Indenture No. 4
Dated as of November [1], 1999
GUARANTEE OF SENIOR DEBT SECURITIES
SUPPLEMENTAL INDENTURE NO. 4, dated as of November 1, 1999 (this
"Supplemental Indenture"), among IRT PROPERTY COMPANY, a corporation duly
organized and existing under the laws of the State of Georgia (the "Company"),
IRT CAPITAL CORPORATION II, a Georgia corporation, IRT PARTNERS L.P., a Georgia
limited partnership, IRT MANAGEMENT COMPANY, a Georgia corporation and IRT
ALABAMA, INC., an Alabama corporation (each individually a "Guarantor," and
collectively, the "Guarantors" which term shall include each entity which
becomes a Guarantor pursuant to Paragraph 2.13 hereof) and SUNTRUST BANK,
ATLANTA, a Georgia banking corporation duly organized and existing under the
laws of the State of Georgia, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee have heretofore entered into an
Indenture dated as of November 9, 1995 (as amended, supplemented or otherwise
modified through the date hereof, the "Indenture"), a form of which has been
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, as an exhibit to the Company's Registration Statement on Form
S-3 (Registration No. 33-63523), providing for the issuance from time to time
of senior debt securities of the Company (the "Securities");
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WHEREAS, the Company has caused each Guarantor to provide a guaranty
of the obligations of the Company under certain of its Existing Senior
Indebtedness;
WHEREAS, the Guarantors are required pursuant to the Indenture to
provide the guaranty herein set forth (the "Guaranty") of the Obligations (as
defined herein);
WHEREAS, IRT Partners L.P. (the "Existing Guarantor") has previously
provided a guaranty of the Obligations pursuant to that certain Supplemental
Indenture No. 3 dated as of September 9, 1998, among the Company, the Existing
Guarantor and the Trustee and intends to amend and restate such guaranty in its
entirety herein;
WHEREAS, Sections 901(6) and 901(9) of the Indenture permit the
Company and the Trustee to enter into indentures supplemental thereto without
the consent of any Holder of Securities to make any change to the Indenture,
provided that such change does not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any material
respect;
WHEREAS, each Guarantor has determined that its execution, delivery
and performance of this Supplemental Indenture directly benefit, and are within
the corporate or partnership purposes, as applicable, and best interests of,
such Guarantor;
WHEREAS, the Board of Directors of each Guarantor and the Company has
duly adopted resolutions authorizing such Guarantor or the Company, as
applicable to execute and deliver this Supplemental Indenture and the Board of
Directors of the Guarantor's general partner has duly adopted resolutions
authorizing the Guarantor to execute and deliver this Supplemental Indenture;
and
WHEREAS, all other conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid and binding
agreement in accordance with its terms and for the purposes herein expressed,
have been performed and fulfilled.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
each Guarantor hereby unconditionally guarantees to the Trustee and the Holders
full and prompt payment and performance when due, whether at maturity, by
acceleration or otherwise, of all Obligations. Each Obligation shall rank pari
passu with each other Obligation.
ARTICLE ONE
DEFINITIONS
SECTION 1.1. Definitions. For all purposes of this Supplemental
Indenture, except as otherwise expressly provided for or unless the context
otherwise requires:
(a) capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Indenture; and
(b) all references herein to Articles and Sections refer to
the corresponding
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Articles and Sections of this Supplemental Indenture. As used herein,
"Obligations" means (a) all payment and performance obligations of the Company
(i) under the Indenture with respect to the Securities, (ii) under the
Securities and (iii) as a result of the issuance of the Securities and (b) the
obligation to pay an amount equal to the amount of any and all damages which
the Trustee and the Holders, or any of them, may suffer by reason of a breach
by either the Company or any other obligor of any obligation, covenant or
undertaking under (i) the Indenture with respect to the Securities or (ii) the
Securities.
ARTICLE TWO
GUARANTY
SECTION 2.1. Obligations Several. Regardless of whether any other
Guarantor, proposed guarantor or any other Person or Persons is, are or shall
become in any other way responsible to the Trustee and the Holders, or any of
them, for or in respect of the Obligations or any part thereof, and regardless
of whether or not any Person or Persons now or hereafter responsible to the
Trustee and the Holders, or any of them, for the Obligations or any part
thereof, whether under this Guaranty or otherwise, shall cease to be so liable,
each Guarantor hereby declares and agrees that this Guaranty is and shall
continue to be a several obligation (as well as a joint one), shall be a
continuing guaranty and shall be operative and binding. Each Guarantor hereby
agrees that it will not exercise any rights which it may acquire by way of
subrogation under this Guaranty, by any payment made hereunder or otherwise,
unless and until all of the Obligations shall have been paid in full. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held in trust for the benefit of the Trustee and the Holders
and shall forthwith be paid to the Trustee to be credited and applied upon the
Obligations, whether matured or unmatured, in accordance with the terms of the
Indenture, but subject to the provisions of Section 2.7 hereof.
SECTION 2.2. Guaranty Final. Upon the execution and delivery of this
Guaranty to the Trustee, this Guaranty shall be deemed to be finally executed
and delivered by each Guarantor and shall not be subject to or affected by any
promise or condition affecting or limiting such Guarantor's liability, and no
statement, representation, agreement or promise on the part or the Trustee, the
Holders, the Company, or any of them, or any officer, employee or agent
thereof, unless contained herein forms any part of this Guaranty or has induced
the making hereof or shall be deemed in any way to affect such Guarantor's
liability hereunder. The Guarantors' obligations hereunder shall remain in full
force and effect until all Obligations shall have been paid in full.
SECTION 2.3. Amendment and Waiver. No alteration or waiver of this
Supplemental Indenture or of any of its terms, provisions or conditions shall
be binding upon the parties against whom enforcement is sought unless made in
writing and signed by an authorized officer of such party or its general
partner, as applicable.
SECTION 2.4. Dealings With the Company. The Trustee and the Holders,
or any of them, may, from time to time, without exonerating or releasing any
Guarantor in any way under this Guaranty, (i) take such further or other
security or securities for the Obligations or any part thereof as the Trustee
and the Holders, or any of them, may deem proper, consistent with the
Indenture, or (ii) release, discharge, abandon or otherwise deal with or fail
to deal with any Guarantor or other guarantor or obligor of the Obligations or
any security or securities therefor or
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any part thereof now or hereafter held by the Trustee and the Holders, or any
of them, or (iii) consistent with the Indenture, amend, modify, extend,
accelerate or waive in any manner any of the provisions, terms, or conditions
of the Indenture or the Securities, all as the Trustee or the Holders, or any
of them, may consider expedient or appropriate in their sole discretion.
Without limiting the generality of the foregoing, or of Section 2.5 hereof, it
is understood that the Trustee and the Holders, or any of them, may, without
exonerating or releasing any Guarantor, give up, or modify or abstain from
perfecting or taking advantage of any security for the Obligations and accept
or make any compositions or arrangements, and realize upon any security for the
Obligations when, and in such manner, as the Trustee and the Holders, or any of
them, may deem expedient, consistent with the Indenture, all without notice to
any Guarantor.
SECTION 2.5. Guaranty Unconditional. Each Guarantor acknowledges and
agrees that no change in the nature or terms of the Obligations or any of the
Indenture or the Securities, or other agreements, instruments or contracts
evidencing, related to or attendant with the Obligations (including any
novation), nor any determination of lack of enforceability thereof, shall
discharge all or any part of the liabilities and obligations of such Guarantor
pursuant to this Guaranty; it being the purpose and intent of the Guarantors,
the Trustee and the Holders that the covenants, agreements and all liabilities
and obligations of the Guarantors hereunder are absolute, unconditional and
irrevocable under any and all circumstances. Without limiting the generality of
the foregoing, each Guarantor agrees that until each and every one of the
covenants and agreements of this Guaranty is fully performed, such Guarantor's
undertakings hereunder shall not be released, in whole or in part, by any
action or thing which might, but for this paragraph of this Guaranty, be deemed
a legal or equitable discharge of a Guarantor or surety or guarantor, or by
reason of any waiver, omission of the Trustee or the Holders, or any of them,
or their failure to proceed promptly or otherwise, or by reason of any action
taken or omitted by the Trustee or the Holders, or any of them, whether or not
such action or failure to act varies or increases the risk of, or affects the
rights or remedies of, such Guarantor or by reason of any further dealings
between the Company, the Trustee, and the Holders, or any of them, or any other
Guarantor or guarantor or surety, and each Guarantor hereby expressly waives
and surrenders any defense to its liability hereunder, or any right of
counterclaim or offset of any nature or description which it may have or which
may exist based upon, and shall be deemed to have consented to, any of the
foregoing acts, omissions, things, agreements or waivers.
SECTION 2.6. Bankruptcy. Each Guarantor agrees that upon the
bankruptcy or winding up or other distribution of assets of the Company or any
Subsidiary of the Company (other than such Guarantor) or of any other Guarantor
or surety or guarantor for the Obligations, the rights of the Trustee and the
Holders, or any of them, against such Guarantor shall not be affected or
impaired by the omission of the Trustee or the Holders, or any of them, to
prove its or their claim, as appropriate, or to prove its or their full claim,
as appropriate, and the Trustee and the Holders may prove such claims as they
see fit and may refrain from proving any claim and in their respective
discretion they may value as they see fit or refrain from valuing any security
held by the Trustee and the Holders, or any of them, without in any way
releasing, reducing or otherwise affecting the liability to the Trustee and the
Holders of such Guarantor. If acceleration of the time for payment of any
amount payable by the Company under the Indenture or the Securities is stayed
upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of the Indenture or
the Securities shall nonetheless be payable by each Guarantor hereunder
forthwith on demand by the Trustee made at the request of the Holders. If at
any time any payment of the principal of or interest on any
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Security or any other amount payable by the Company under the Indenture is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Company, any other Guarantor or otherwise,
the Guarantors' obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.
SECTION 2.7. Application of Payments. The Trustee hereby acknowledges
and agrees, and each Holder shall be deemed to hereby acknowledge and agree,
that to the extent any of the Existing Senior Obligations (as defined below) is
then in default, any funds, payments, claims or distributions (the "Guaranty
Proceeds") actually received hereunder shall be made available for distribution
equally and ratably (based on the principal amounts then outstanding) among (a)
the holders of the Obligations and (b) the holders of the Existing Senior
Obligations. For purposes hereof, "Existing Senior Obligations" shall mean Debt
for borrowed money owed or guaranteed in connection with any unsecured and
non-subordinated Debt for borrowed money of the Company or the Guarantor (a)
issued in offerings registered under the Securities Act of 1933 or in
placements exempt from registration pursuant to Rule 144A or Regulation S
thereunder, or (b) otherwise incurred, which is, in either case, outstanding on
the date hereof or incurred hereafter in accordance with the Indenture
(including, without limitation, the Debt of the Company incurred in connection
with (i) the Credit Agreement dated as of the date hereof, as amended or
supplemented from time to time, among the Company, Wachovia Bank, N.A., as
Agent and as a Bank, and certain other Banks parties thereto from time to time
and (ii) the Revolving Loan Credit Agreement dated as of the date hereof, as
amended or supplemented from time to time, between the Company and Wachovia
Bank, N.A.). This Section 2.7 shall not apply to any payments, funds, claims or
distributions received by the Trustee or any Holder directly or indirectly from
the Company or any other Person other than from the Guarantors hereunder. Each
Guarantor acknowledges and agrees with the Trustee and each Holder as follows:
(a) to the extent any Guaranty Proceeds are distributed to
the holders of the Existing Senior Obligations, the Obligations shall not be
deemed reduced by any such distribution, and such Guarantor will continue to
make payments pursuant to the Guaranty until such time as the Obligations have
been paid in full after taking into effect any distributions of Guaranty
Proceeds to the holders of Existing Senior Obligations;
(b) nothing contained herein shall be deemed to limit, modify
or alter the rights of the Trustee and the Holders or be deemed to subordinate
the Obligations to the Existing Senior Obligations, nor give to any holder of
Existing Senior Obligations any rights of subrogation;
(c) nothing contained herein shall be deemed to be for the
benefit of any holders of Existing Senior Obligations nor shall anything be
construed to impose on the Trustee or any Holder any fiduciary duties,
obligations or responsibilities to the holders of the Existing Senior
Obligations; and
(d) the Guaranty is for the sole benefit of the Trustee and
the Holders and their respective successors and assigns, and any amounts
received by the Trustee and the Holders, or any of them, from whatsoever source
and applied toward the payment of the Obligations shall be applied in such
order of application as is set forth in the Indenture, if any.
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SECTION 2.8. Waivers by Guarantor. Each Guarantor hereby expressly
waives: (a) notice of acceptance of this Guaranty, (b) notice of the existence
or creation of all or any of the Obligations, (c) presentment, demand, notice
of dishonor, protest, and all other notices whatsoever, (d) all diligence in
collection or protection of or realization upon the Obligations or any part
thereof, any obligation hereunder, or any security for any of the foregoing and
(e) all rights of subrogation, indemnification, contribution and reimbursement
against the Company, all rights to enforce any remedy the Trustee and the
Holders, or any of them, may have against the Company and any benefit of, or
right to participate in, any collateral or security now or hereinafter held by
the Trustee and the Holders, or any of them, in respect of the Obligations,
even upon payment in full of the Obligations. Any money received by any
Guarantor in violation of this Section shall be held in trust by such Guarantor
for the benefit of the Trustee and the Holders. If a claim is ever made upon
the Trustee and the Holders, or any of them, for the repayment or recovery of
any amount or amounts received by any of them in payment of any of the
Obligations and such Person repays all or part of such amount by reason of (a)
any judgment, decree, or order of any court or administrative body having
jurisdiction over such Person or any of its property, or (b) any good faith
settlement or compromise of any such claim effected by such Person with any
such claimant, including the Company, then in such event such Guarantor agrees
that any such judgment, decree, order, settlement, or compromise shall be
binding upon such Guarantor, notwithstanding any revocation hereof or the
cancellation of any promissory note or other instrument evidencing any of the
Obligations, and such Guarantor shall be and remain obligated to such Person
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by such Person.
SECTION 2.9. Remedies Cumulative. No delay by the Trustee and the
Holders, or any of them, in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by the Trustee and the
Holders, or any of them, of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy. No action by the
Trustee and the Holders, or any of them, permitted hereunder shall in any way
impair or affect the Guaranty. For the purpose of the Guaranty, the Obligations
shall include, without limitation, all Obligations of the Company to the
Trustee and the Holders, notwithstanding any right or power of any third party,
individually or in the name of the Company or any other Person, to assert any
claim or defense as to the invalidity or unenforceability of any such
Obligation, and no such claim or defense shall impair or affect the obligations
of the Guarantor hereunder.
SECTION 2.10. Miscellaneous. The Guaranty is a guaranty of payment and
not of collection. In the event of a demand upon the Guarantor under the
Guaranty, the Guarantor shall be held and bound to the Trustee and the Holders
directly as debtor in respect of the payment of the amounts hereby guaranteed.
All reasonable costs and expenses, including attorneys' fees and expenses,
incurred by the Trustee and the Holders, or any of them, in obtaining
performance of or collecting payments due under the Guaranty shall be deemed
part of the Obligations guaranteed hereby. The provisions of the Guaranty are
for the benefit of the Trustee and the Holders and may not be relied upon or
enforced by any other Person without the express written consent of the Trustee
and, as to enforcement, may only be enforced in accordance with this
Supplemental Indenture and the Indenture.
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SECTION 2.11. Benefit to Guarantor. The Guarantor expressly represents
and acknowledges that the issuance and sale of the Securities under the
Indenture has been, and will be, of direct interest, benefit and advantage to
the Guarantor.
SECTION 2.12. Solvency. The Guarantor expressly represents and
warrants that as of the date hereof and after giving effect to the transactions
contemplated by the Indenture (a) the capital of the Guarantor will not be
unreasonably small to conduct its business; (b) the Guarantor will not have
incurred debts, or have intended to incur debts, beyond its ability to pay such
debts as they mature; and (c) the present fair salable value of the assets of
the Guarantor is greater than the amount that will be required to pay its
probable liabilities (including debts) as they become absolute and matured. For
purposes of this Section 2.12, "debt" means any liability on a claim, and
"claim" means (x) the right to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
undisputed, legal, equitable, secured or unsecured, or (y) the right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, undisputed, secured or
unsecured.
SECTION 2.13. Additional Guarantors; Release of Guarantors. Any
Subsidiary of the Company or any other entity may become a party to this
Guaranty by executing and delivering a Supplemental Indenture providing for a
guaranty of the Obligations under the terms of this Article 2. Under certain
circumstances, a Guarantor may be released by the Trustee of its obligations
under this Guaranty. Each other Guarantor consents and agrees to any such
releases and agrees that no such release shall affect its obligations
hereunder, except as to the Guarantor so released.
SECTION 2.14 Contribution Agreement. To the extent that any Guarantor
shall, under the Guaranty, make a payment (a "Guarantor Payment") of a portion
of the Obligations, then, without limiting its rights of subrogation against
the Company, such Guarantor shall be entitled to contribution and
indemnification from, and be reimbursed by, each of the other Guarantors and
the Company (each of the foregoing referred to herein individually as a
"Contributing Party" and collectively as the "Contributing Parties") in an
amount, for each such Contributing Party, equal to a fraction of such Guarantor
Payment, the numerator of which fraction is such Contributing Party's Allocable
Amount and the denominator of which is the sum of the Allocable Amounts of all
of the Contributing Parties.
As of any date of determination, the "Allocable Amount" of each
Contributing Party shall be equal to the maximum amount of liability which
could be asserted against such Contributing Party hereunder with respect to the
applicable Guarantor Payment without (i) rendering such Contributing Party
"insolvent" within the meaning of Section 101(31) of the Federal Bankruptcy
Code (the "Bankruptcy Code") or Section 2 of either the Uniform Fraudulent
Transfer Act (the "UFTA") or the Uniform Fraudulent Conveyance Act (the
"UFCA"), (ii) leaving such Contributing Party with unreasonably small capital,
within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the
UFTA or Section 5 of the UFCA, or (iii) leaving such Contributing Party unable
to pay its debts as they become due within the meaning of Section 548 of the
Bankruptcy Code or Section 4 of the UFTA or Section 6 of the UFCA.
This Section 2.14 is intended only to define the relative rights of
the Contributing Parties, and nothing set forth in this Agreement is intended
to or shall impair the obligations of the
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Guarantors, jointly and severally, to pay any amounts, as and when the same
shall become due and payable in accordance with the terms of the Guaranty.
The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets in favor of each Guarantor to
which such contribution and indemnification is owing.
This Section 2.14 shall continue in full force and effect and may not
be terminated or otherwise revoked by any Contributing Party until all of the
Guaranteed Obligations shall have been indefeasibly paid in full (in lawful
money of the United States of America) and discharged and the Indenture and
Securities shall have been terminated. Each Contributing Party agrees that if,
notwithstanding the foregoing, such Contributing Party shall have any right
under applicable law to terminate or revoke this Agreement, and such
Contributing Party shall attempt to exercise such right, then such termination
or revocation shall not be effective until a written notice of such revocation
or termination, specifically referring hereto and signed by such Contributing
Party, is actually received by each of the other Contributing Parties and by
the Trustee at its notice address set forth in the Indenture. Such notice shall
not affect the right or power of any Contributing Party to enforce rights
arising prior to receipt of such written notice by each of the other
Contributing Parties and the Trustee.
Section 2.15. NO NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS
GUARANTY SOLELY TO AMEND AND RESTATE THE TERMS OF THE GUARANTY CONTAINED IN
THAT CERTAIN SUPPLEMENTAL INDENTURE NO. 3, DATED AS OF SEPTEMBER 10, 1998,
AMONG THE COMPANY, THE TRUSTEE AND IRT PARTNERS, L.P. (THE "EXISTING
GUARANTY"). THE PARTIES DO NOT INTEND THIS SUPPLEMENTAL INDENTURE, NOR THE
TRANSACTIONS CONTEMPLATED HEREBY, TO BE, AND THIS SUPPLEMENTAL INDENTURE AND
THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION
OR WAIVER OF ANY OF THE OBLIGATIONS OWING BY THE EXISTING GUARANTOR UNDER OR IN
CONNECTION WITH THE EXISTING GUARANTY.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.1. Ratification of Indenture. Except as expressly modified
or amended hereby, the Indenture continues in full force and effect and is in
all respects confirmed and preserved.
SECTION 3.2. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of Georgia.
This Supplemental Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended and shall, to the extent applicable, be governed by
such provisions.
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SECTION 3.3. Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 3.4. Notices. Any notice required or permitted hereunder or
under the Indenture to be given or made to the Guarantor shall be given or made
in writing and mailed, first class postage prepaid, to the Guarantor at the
address set forth below its signature hereon, or at any other address
previously furnished in writing to the Trustee and the Company by the
Guarantor, with a copy to the Company given or made in accordance with Section
105 of the Indenture.
SECTION 3.5. Successors and Assigns. The Guaranty shall be binding
upon the Guarantor, its successors and assigns and inure to the benefit of the
successors and assigns of the Trustee and the Holders.
SECTION 3.6. Time of the Essence. Time is of the essence with regard
to the Guarantor's performance of its obligations hereunder.
SECTION 3.7. Rights of Holders Limited. Notwithstanding anything
herein to the contrary, the rights of Holders with respect to this Supplemental
Indenture and the Guaranty shall be limited in the manner and to the extent the
rights of Holders are limited under the Indenture with respect to the Indenture
and the Securities.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.
IRT PROPERTY COMPANY, as Issuer
By:
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Name: Xxxxx X. Xxxx
Title: Senior Vice President
IRT PARTNERS L.P., as a Guarantor
By: IRT Property Company, its general partner
By:
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Name: Xxxxx X. Xxxx
Title: Senior Vice President
IRT MANAGEMENT COMPANY, as a
Guarantor
By:
------------------------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
IRT ALABAMA, INC., as a
Guarantor
By:
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Name: Xxxxx X. Xxxx
Title: Treasurer
[Signatures Continued on Next Page]
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[Signatures Page to Supplemental Indenture No. 4]
IRT CAPITAL CORPORATION II, as a
Guarantor
By:
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Name: Xxxxxx X. XxXxxxx
Title: President
Address for all Guarantors:
c/o IRT Property Company
000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
SUNTRUST BANK, ATLANTA, as Trustee
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
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