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EXHIBIT 4.14
[FORM OF FIXED RATE SECURITY]
REGISTERED PRINCIPAL AMOUNT
NO._________ $___________________
CUSIP NO._____________
IRT PROPERTY COMPANY
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
UNCONDITIONALLY GUARANTEED BY
IRT PARTNERS, L.P., IRT CAPITAL CORPORATION II,
IRT MANAGEMENT COMPANY AND IRT ALABAMA, INC. (THE "GUARANTORS")
[Unless this Security is presented by an authorized representative of
The Depository Trust Company, a New York corporation, 00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx ("DTC"), to IRT Property Company, a Georgia corporation (herein called
the "Company," which term includes any successor person under the Indenture
referred to on the reverse hereof), or its agent for registration of transfer,
exchange or payment, and any Security issued is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for securities in
certificated form, this Security may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or
by DTC or any such nominee to a successor of DTC or a nominee of such successor
of DTC.]1
[If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]
Original Issue Date: Initial Redemption Date:
Stated Maturity Date: Initial Redemption Price:
Interest Rate: Initial Redemption Percentage:
Interest Payment Dates: Annual Redemption Percentage Reduction:
Regular Record Dates: Redemption Limitation Date:
Other/Additional Provisions: Indexed Note: Yes__ No__
Optional Redemption: Yes__ No__ Amortizing Note: Yes__ No__
(Constant - Yield Method)
Original Issue Discount Note: Yes __ No __
Issue Price (percentage of principal): Specified Currency:
Yield to Maturity (%): Sinking Fund: Yes__ No__
Initial Accrual Period OID (%): Option to Elect Repayment: Yes__ No__
Optional Repayment Dates: Yes: __ No __
IRT PROPERTY COMPANY, a corporation duly organized and existing under
the laws of the State of Georgia (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ________________, or registered
assigns, the principal sum of ___________________ Dollars ($______________) on
the Stated Maturity Date specified above
--------------------
(1) Insert if Global Security
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(except to the extent redeemed or repaid prior to such date) and to pay interest
thereon, if any, from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on the principal amount hereof at the Interest Rate per annum specified
above (computed on the basis of a 360-day year of twelve 30-day months),
semi-annually in arrears on each Interest Payment Date commencing with the
Interest Payment Date next succeeding the Original Issue Date specified above,
and at Maturity until the principal hereof is paid or duly provided for. Unless
this Security is a Security which has been issued upon transfer of, in exchange
for, or in replacement of, a Predecessor Security, interest on this Security
shall accrue from the Original Issue Date indicated above. If this Security has
been issued upon transfer of, exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."
The principal of, premium, if any, and interest, if any, on, this
Security is payable by the Company in the Specified Currency specified above.
Any interest not punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
[Until this Security is paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The Borough of Manhattan in The City of New
York. The Company has initially appointed SunTrust Bank as the Paying Agent at
its corporate trust offices at the Xxxxxx Trust Company of New York, Wall Street
Plaza, 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.]
If this Security is a Global Security: Payments of principal, premium,
if any, and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.
If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $10,000,000 or
more in aggregate principal amount of Securities of this series whether having
identical or different terms or provisions, by wire transfer of immediately
available funds to such account as may have been designated by such Holder. Any
such designation for wire transfer purposes shall be made by filing the
appropriate information with the Paying Agent at its corporate trust office not
later than 15 calendar days prior to the applicable Interest Payment Date and,
unless revoked by written notice to the Paying Agent received by the Paying
Agent on or prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with respect to any
further payments with respect to this Security payable to such Holder. Payment
of principal of, premium, if any, and interest, if any, on this Security at
Maturity will be made in immediately available funds, against presentation and
surrender of this Security at the office or agency of the Company maintained for
that purpose in The Borough of Manhattan, The
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City of New York, which at the date hereof is the corporate trust office of the
Trustee located at the Xxxxxx Trust Company of New York, Wall Street Plaza, 00
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and in the case of any
repayment on an optional repayment date, upon submission of a duly completed
election form and as required by the provisions relating to repayment of the
securities at the option of the Holder.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day that is
not a Saturday or Sunday and that is not a legal holiday or a day on which
banking institutions are generally authorized or obligated by law, regulation or
executive order to close in the City of New York, New York or any other place
where the principal of, premium, if any, and interest on, the Security is
payable.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature or its duly
authorized agent referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
IRT PROPERTY COMPANY
[SEAL]
By:
--------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
ATTEST:
----------------------------
X. Xxxxxxxx Xxxxx, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
SUNTRUST BANK
as Trustee
By:
------------------------------------------
Authorized Signature
OR
------------------------------------------
as Authenticating Agent for the Trustee
By:
-------------------------------------------
Authorized Signature
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GUARANTY
Each of IRT Partners, L.P., a Georgia limited partnership, IRT Capital
Corporation II, a Georgia corporation, IRT Management Company, a Georgia
corporation, and IRT Alabama, Inc., an Alabama corporation (the "Guarantors,"
which term includes any successors under the Indenture (the "Indenture")
referred to in the Security upon which this Guaranty is endorsed), has
unconditionally guaranteed to the Trustee and the Holder of the Security upon
which this Guaranty is endorsed full and prompt payment and performance, when
due, whether at maturity, by acceleration or otherwise, of (a) payment and
performance obligations of IRT Property Company, a Georgia corporation (the
"Company"), (i) under the Indenture with respect to the Securities, (ii) under
the Securities and (iii) as a result of the issuance of the Securities and (b)
the obligation to pay an amount equal to the amount of any and all damages which
the Trustee and the Holders, or any part of them, may suffer by reason of a
breach by either the Company or any other obligor of any obligation, covenant or
undertaking under (x) the Indenture with respect to the Securities or (y) the
Securities (collectively, the "Obligations"). Each Obligation shall rank pari
passu with each other Obligation.
This Guaranty shall not be valid or obligatory for any purpose until
the certificate of authentication of the Security upon which this Guaranty is
endorsed shall have been manually executed by or on behalf of the Trustee under
the Indenture.
All terms used in this Guaranty which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Georgia, except to the extent that the Trust Indenture Act
shall be applicable.
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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly
executed.
Date:
-----------
IRT PARTNERS, L.P.
By: IRT PROPERTY COMPANY
as General Partner
By:
------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: President and Chief Executive Officer
IRT CAPITAL CORPORATION II
By:
------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: President
IRT MANAGEMENT COMPANY
By:
------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: President
IRT ALABAMA, INC.
By:
------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: President
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[Reverse of Note]
IRT PROPERTY COMPANY
MEDIUM-TERM FIXED RATE NOTE
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
GENERAL
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of September 9, 1998, as amended or
supplemented from time to time (herein called the "Indenture"), among the
Company, the Guarantors and SunTrust Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto, reference is made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and guaranteed. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the Holder hereof to
all of the terms and provisions of the Indenture. This Security is one of the
series of the Securities designated above, of the Company, which series is
limited to an aggregate principal amount of $100,000,000 or the equivalent
thereof in one or more foreign or composite currencies. The Securities of this
series may mature at different times, bear interest, if any, at different rates,
be redeemable at different times or not at all, be repayable at the option of
the Holder at different times or not at all, be issued at an original issue
discount and be denominated in different currencies.
The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.
ADDITIONAL COVENANTS
In addition to the covenants and agreements contained in the Indenture,
the Company shall be subject to the following additional covenants with respect
to the Securities.
The Company will not, and will not permit any subsidiary to, incur any
Debt (as defined below) if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all of the outstanding Debt of the Company and the
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (without duplication) (i) the Total Assets (as
defined below) of the Company and the Subsidiaries as of the end of the calendar
quarter covered our Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
as the case may be, most recently filed with the SEC (or, if such filing is not
permitted under the Securities Exchange Act of 1934, as amended, with SunTrust
Bank) prior to the incurrence of such additional Debt, and (ii) the purchase
price of any real estate assets or mortgage receivable acquired, and the amount
of any securities offering proceeds received (to the extent that such proceeds
were not used to acquire real estate assets or mortgagers receivable or used to
reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Debt.
In addition to the foregoing limitation on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt secured
by any Encumbrance (as defined below) upon any of the Company's or any
Subsidiary's property if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all of the Company's and its Subsidiaries' outstanding Debt
on a consolidated basis which is secured by any Encumbrance on property of the
Company or any Subsidiary is greater than 40% of the sum of (without
duplication) (i) the Total Assets of the Company and the
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Subsidiaries as of the end of the calendar quarter covered in our Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, as the case my be, most recently
filed with the SEC (or, if such filing is not permitted under the Securities
Exchange Act of 1934, as amended, with SunTrust Bank) prior to the incurrence of
such additional Debt and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent that such proceeds were not used to acquire
real estate assets or mortgages receivable or used to reduce Debt), by the
Company or any Subsidiary since the end of such calendar quarter, including
those proceeds obtained in connection with the incurrence of such additional
Debt.
The Company and its Subsidiaries may not at any time own Total
Unencumbered Assets (as defined below) equal to less than 150% of the aggregate
outstanding principal amount of the Unsecured Debt of the Company and its
Subsidiaries on a consolidated basis.
In addition to the foregoing limitations on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt if the
ratio of Consolidated Income Available for Debt Service (as defined below) to
the Annual Service Charge (as defined below) for the four consecutive fiscal
quarters most recently ended prior to the date on which such additional Debt is
to be incurred shall have been less than 1.5:1 on a pro forma basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated
on the assumption that (i) such Debt and any other Debt incurred by the Company
and its Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period; (ii) the repayment or retirement of
any other Debt by the Company and its Subsidiaries since the first day of such
four-quarter period had been repaid or retired at the beginning of such period
(except that, in making such computation, the amount of Debt under any revolving
credit facility shall be computed based upon the average daily balance of such
debt during such period); (iii) in the case of Acquired Debt (as defined below)
or Debt incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such pro forma calculation; and (iv) in the case of any
acquisition or disposition by the Company or its Subsidiaries of any asset or
group of assets since the first day of such four-quarter period, whether by
merger, stock purchase or sale, or asset purchase or sale, such acquisition or
disposition or any related repayment of Debt had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition or
disposition being included in such pro forma calculation.
As used herein, and in the Indenture:
"Acquired Debt" means Debt of a person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such person, in each case, other
than Debt incurred in connection with, or in contemplation of, such
person becoming a Subsidiary or such acquisition. Acquired Debt shall
be deemed to be incurred on the date of the related acquisition of
assets from any person or the date the acquired Person becomes a
Subsidiary.
"Annual Service Charge," for any period, means the maximum
amount which is payable during such period for interest on, and the
amortization during such period of any original issue discount of, Debt
of the Company and its Subsidiaries and the amount of dividends which
are payable during such period in respect of any Disqualified Stock.
"Capital Stock" means, with respect to any Person, any capital
stock (including preferred stock), shares, interests, participations or
other ownership interests (however designated) of such Person and any
rights (other than debt securities convertible into or exchangeable for
corporate stock), warrants or options to purchase any thereof.
"Consolidated Income Available for Debt Service," for any
period, means Earnings from Operations (as defined below) of the
Company and its Subsidiaries plus amounts which have been deducted, and
minus amounts which have been added, for the following (without
duplication): (i) interest on Debt of the Company and its Subsidiaries,
(ii) provision for taxes of the Company and its Subsidiaries based on
income, (iii) amortization of debt discount, (iv) provisions for gains
and losses on properties and
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property depreciation and amortization, (v) the effect of any noncash
charge resulting from a change in accounting principles in determining
Earnings from Operations for such period and (vi) amortization of
deferred charges.
"Debt" of the Company or any Subsidiary means any indebtedness
of the Company or any Subsidiary, whether or not contingent, in respect
of (i) money borrowed or evidenced by bonds, notes, debentures or
similar instruments, (ii) indebtedness for borrowed money secured by
any Encumbrance existing on property owned by the Company or any
Subsidiary, (iii) the reimbursement obligations, contingent or
otherwise, in connection with any letters of credit actually issued or
amounts representing the balance deferred and unpaid of the purchase
price of any property or services, except any such balance that
constitutes an accrued expense or trade payable, or all conditional
sale obligations or obligations under any title retention agreement,
[(iv) the principal amount of all obligations of the Company or any
Subsidiary with respect to redemption, repayment or other repurchase of
any Disqualified Stock] or (v) any lease of property by the Company or
any Subsidiary as lessee which is reflected on the Company's
Consolidated Balance Sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i)
through (iii) above, that any such items (other than letters of credit)
would appear as a liability on the Company's Consolidated Balance Sheet
in accordance with GAAP, and also includes, to the extent not otherwise
included, any obligation by the Company or any Subsidiary to be liable
for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of
another Person (other than the Company or any Subsidiary) (it being
understood that Debt shall be deemed to be incurred by the Company or
any Subsidiary whenever the Company or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof).
"Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by the terms of such Capital Stock
(or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable), upon the happening of any
event or otherwise (i) matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise (other than Capital Stock
which is redeemable solely in exchange for common stock), (ii) is
convertible into or exchangeable or exercisable for Debt or
Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for common stock), in each case on or
prior to the stated maturity of the Notes.
"Earnings from Operations," for any period, means net earnings
excluding gains and losses on sales of investments, extraordinary
items, and property valuation losses, net as reflected in the financial
statements of the Company and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.
"Encumbrance" means any mortgage, lien, charge, pledge or
security interest of any kind.
"Executive Group" means, collectively, those individuals
holding the offices of Chairman, Vice Chairman, President, Chief
Executive Officer, Chief Operating Officer or any Vice President of the
Company.
"Subsidiary" means (i) a corporation, partnership, joint
venture, limited liability company or other person the majority of the
shares, if any, of the non-voting capital stock or other equivalent
ownership interests of which (except directors' qualifying shares) are
at the time directly or indirectly owned by the Company and/or any
other Subsidiary or Subsidiaries, and the majority of the shares of the
voting capital stock or other equivalent ownership interests of which
(except directors' qualifying shares) are at the time directly or
indirectly owned by the Company, any other Subsidiary or Subsidiaries,
and/or one or more individuals of the Executive Group (or, in the event
of death or disability of any of such individuals, his/her respective
legal representatives, or such individuals' successors in office as
officers of the Company) and (ii) any person the accounts of which are
consolidated with the accounts of the Company.
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"Total Assets," as of any date, means the sum of (i) the
Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined in accordance with GAAP (but
excluding accounts receivable and intangibles.)
"Total Unencumbered Assets" means the sum of (i) the
Undepreciated Real Estate Assets not subject to an Encumbrance for
borrowed money and (ii) all other assets of the Company and its
Subsidiaries not subject to an Encumbrance for borrowed money
determined in accordance with GAAP (but excluding accounts receivable
and intangibles).
"Undepreciated Real Estate Assets," as of any date, means the
cost (original cost plus capital improvements) of real estate assets of
the Company and its Subsidiaries on such date, before depreciation and
amortization determined on a consolidated basis in accordance with
GAAP.
"Unsecured Debt" means Debt which is not secured by any
Encumbrance upon any of the properties of the Company or any Subsidiary.
EVENTS OF DEFAULT
If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY ABSOLUTE
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected, acting together as a class. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities of
all series at the time Outstanding affected by certain provisions of the
Indenture, acting together as a class, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and Guarantors
with those provisions of the Indenture. Certain past defaults under the
Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on, this Security at the times, place and rate, and in the coin or
currency, herein prescribed, except that in the event the Company deposits money
as provided in Section 401 of the Indenture, such payments will be made only
from proceeds of such money.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.
REDEMPTION
If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not
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be less than the minimum authorized denomination hereof) on or after the date
designated as the Initial Redemption Date on the face hereof at 100% of the
unpaid principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.
SINKING FUND
Unless otherwise specified on the face hereof, this Security will not
be entitled to any sinking fund.
REPAYMENT AT HOLDER'S OPTION
If so provided on the face hereof, this Security will be repayable
prior to the Stated Maturity Date at the option of the Holder, in whole or in
part and in increments of $1,000 (provided that any remaining principal amount
of this Security surrendered for partial repayment shall not be less than the
minimum authorized denomination hereof), on or after the date designated as an
Optional Repayment Date on the face hereof at 100% of the principal amount to be
repaid, plus accrued unpaid interest, if any, to the Repayment Date. In order
for this Security to be repaid, the Trustee must receive at the applicable
address of the Trustee set forth below or at such other place or places of which
the Company shall from time to time notify the Holder of the within Security, at
least 30 but not more than 60 calendar days prior to an Optional Repayment Date,
either (i) this Security, with the form below entitled "Option to Elect
Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name, address and
telephone number of the Holder of this Security, (b) the principal amount of
this Security and the amount of this Security to be repaid, (c) a statement that
the option to elect repayment is being exercised thereby, and (d) a guarantee
stating that the Trustee will receive this Security, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and this Security and form duly completed are received by the Company by
such fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is the corporate trust office of the
Trustee located on the date hereof at the Xxxxxx Trust Company of New York, Wall
Street Plaza, 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or, at such
other place as the Company shall notify the Holders of the Securities of this
series). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be determined by the
Company, whose determination will be final and binding. Upon any partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security. Beneficial owners of Global Securities electing to have all or
a portion of their book-entry Securities repaid must instruct the participant
through which they own their interest to direct DTC or its nominee as Holder of
the Security to exercise the repayment option on their behalf.
AUTHORIZED DENOMINATIONS
Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.
REGISTRATION OF TRANSFER
Upon due presentment for registration of transfer of this Security at
the corporate trust office of the Trustee in The Borough of Manhattan, The City
of New York or at the corporate trust office of the Paying Agent in The
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Borough of Manhattan, The City of New York, a new Security or Securities of this
series in authorized denominations for an equal aggregate principal amount will
be issued to the transferee in exchange herefor, as provided in the Indenture
and subject to the limitations provided therein and to the limitations described
below, without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Security is a Global Security (as specified above), this
Security is exchangeable for definitive Securities in registered form only if
(x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Security or if at any time the Depositary ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.
If this Security is a Global Security (as specified above), this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor. Except as provided
above, owners of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Securities in definitive form and will
not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
NO PERSONAL RECOURSE
No recourse shall be had for the payment of the principal of, premium,
if any, or interest, if any on, this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company, the Guarantors or
any of their respective successor corporations (or other entities), whether by
virtue of any constitution, statute or rule of law, or by any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
DEFINED TERMS
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
GOVERNING LAW
This Security shall be governed by and construed in accordance with the
law of the State of Georgia, without regard to principles of conflicts of laws,
except to the extent that the Trust Indenture Act shall be applicable.
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OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or the portion thereof specified below), pursuant
to its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
______________________________________, at ___________________________________
(please print or typewrite name and address of the undersigned).
For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
60 calendar days prior to an Optional Repayment Date, either (i) this Security,
with this "Option to Elect Repayment" form duly completed, or (ii) a telegram,
telex, facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).
If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $_____________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination or denominations (which shall be $1,000 or
an integral multiple thereof) of the Security or Securities to be issued to the
holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.
Date: ___________________
Notice: The signature to this Option to Elect
Repayment must correspond with the name as
written on the face of the within Security in
every particular without alteration or
enlargement or any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________________ Custodian ________________
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
-------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE)
the within Security of IRT PROPERTY COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.
Dated:
-------------------------
------------------------
Signature Guaranteed:
------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.
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