Second Amended and Restated Credit Agreement among IRT Property Company and Wachovia Bank, et al. (May 29, 2002)

Summary

This agreement is between IRT Property Company, Wachovia Bank (as Administrative Agent), AmSouth Bank, Wells Fargo Company (as Documentation Agents), First Union Securities (as Arranger), and a group of banks. It amends and restates a previous credit agreement, providing IRT Property Company with a revolving credit facility of up to $100 million, expandable to $150 million. The agreement outlines the terms for borrowing, defines key financial terms, and sets conditions for the use and management of the credit facility.

EX-10.1 3 doc2.txt EXHIBIT 10.1 100,000,000 (EXPANDABLE TO $150,000,000) SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 29, 2002 AMONG IRT PROPERTY COMPANY WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AMSOUTH BANK AND WELLS FARGO COMPANY, AS DOCUMENTATION AGENTS THE BANKS LISTED HEREIN AND FIRST UNION SECURITIES, INC. D/B/A WACHOVIA SECURITIES, AS ARRANGER SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment and Restatement") is dated as of May 29, 2002 among IRT PROPERTY COMPANY (the "Borrower"), FIRST UNION SECURITIES, INC. d/b/a WACHOVIA SECURITIES, as Arranger (the "Arranger"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), AMSOUTH BANK AND WELLS FARGO COMPANY, as Documentation Agents and the BANKS listed on the signature pages hereof (collectively, the "Banks"); W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Banks, and the Administrative Agent executed and delivered that certain Credit Agreement, dated as of November 1, 1999, as amended by that certain First Amended and Restated Credit Agreement, dated as of November 1, 2000 (the "Credit Agreement"); WHEREAS, the Borrower has requested and the Administrative Agent, the Arranger and the Banks have agreed to amend and restate the Credit Agreement in accordance with the terms and conditions hereof; NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Administrative Agent, the Arranger and the Banks hereby covenant and agree as follows: 1. Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended and restated hereby. 2. Restatement. The Credit Agreement as in effect on the date hereof hereby is incorporated and restated in its entirety, together with the amendments set forth herein. 3. Amendment to Section 1.01. Section 1.01 of the Credit Agreement hereby is amended by (i) deleting the definitions of "Borrowing Base", "Commitment", "Consolidated Total Asset Value", "Consolidated Total Liabilities", "Consolidated Unsecured Interest Expense", "Consolidated Unsecured Senior Debt", "Consolidated Unencumbered Real Estate Assets", "Year 2000 Compliant and Ready" and "Y2K Plan", and substituting the following definitions of certain of such terms set forth below and (ii) adding the following definitions of "Anchor Tenant", "Assets Under Development", "Consolidated Total Liabilities", "Consolidated Unsecured Debt" , "Consolidated Unsecured Interest Expense", "Minimum Aggregate Occupancy Requirement", "Third Party Development Property" and "Third Party Development Property Purchase Obligations", all of such definitions to be substituted and added in the appropriate alphabetical order. "Anchor Tenant" means any supermarket, drug store, national value retailer, department store or other tenant leasing in excess of 10,000 square feet which has the traffic generating qualities necessary to be considered an anchor tenant. "Assets Under Development" shall mean, at any time, an amount equal to the sum of (A) 100% of the aggregate amount of cash expenditures made to acquire each unimproved Property then held for development, (B) an amount equal to the Joint Venture Share of 100% of the aggregate amount of cash expenditures made to acquire each unimproved Joint Venture Property then held for development, plus (C) as to Third Party Development Properties, the aggregate amount of all Third Party Development Property Purchase Obligations, plus (D) the sum of the following items, in each case with respect to each Property or Joint Venture Property, as the case may be, as to which (x) actual construction or other physical development or redevelopment activities have commenced (excluding the preparation of land and utilities and other predevelopment activities), and (y) no certificate of occupancy (or comparable regulatory certification, permit, or approval, whether temporary or permanent, which permits lawful occupancy of such Property or Joint Venture Property (any such certificate or comparable certification, permit, or approval being referred to herein as a "Certificate of Occupancy")) shall have been issued or received: (i) costs then budgeted to develop such unimproved Property, plus (ii) without duplication, where any such Property is being developed or redeveloped in phases, as to any phase which is still being developed or redeveloped and for which a Certificate of Occupancy has not been received, the cash expenditures made and costs then budgeted for development or redevelopment of such phase, plus (iii) an amount equal to the Joint Venture Share of costs then budgeted to develop such unimproved Joint Venture Property, plus (iv) without duplication, where any such Joint Venture Property is being developed or redeveloped in phases, as to any phase which is still being developed or redeveloped and for which a Certificate of Occupancy has not been received, an amount equal to the Joint Venture Share of the cash expenditures made and costs then budgeted for development or redevelopment of such phase (including indirect costs internally allocated in accordance with GAAP). "Borrowing Base" means the sum of each of the following, as determined by reference to the most recent Borrowing Base Certificate furnished pursuant to Section 3.01(h) or Section 5.01(k), as applicable (and with respect to any Eligible Property which consists of phases, each phase thereof shall be separately categorized into clause (i), (ii) or (iii) below, as appropriate, so long as such phase could be separately financed on a stand-alone basis). (i) an amount equal to the product of: (x) the quotient of (1) the Net Operating Income (but for the Non-Wholly Owned Eligible Property, include only the Non-Wholly Owned Eligible Property Percentage thereof) for the 3 month period ending on the last day of the Fiscal Quarter just ended prior to the date of determination, from each Eligible Unencumbered Stabilized Property (excluding percentage rents received during such 3 month period, but including an amortized value for percentage rents received during the current Fiscal Year), divided by (2) 0.0950 (which is the capitalization rate); times (y) 4 (which is the annualization factor); times (z) 0.60 (which is the advance rate); plus (ii) an amount equal to the lesser of: (A) the product of (x) 0.50 (which is the advance rate), times (y) the book value of Construction in Progress on the last day of the Fiscal Quarter just ended on all Eligible Properties not subject to a Mortgage and (B) $25,000,000; plus (iii) an amount equal to the product of (x) 0.60 (which is the advance rate), times (y) the acquisition cost of all Eligible Unencumbered Stabilized Property not owned for the entire 3 month period ending on the last day of the Fiscal Quarter just ended prior to the date of determination. "Commitment" means, with respect to each Bank, (i) the amount set forth opposite the name of such Bank on the signature pages hereof or in a Bank Joinder Agreement executed and delivered to the Administrative Agent pursuant to Section 2.15, and (ii) as to any Bank which enters into any Assignment and Acceptance (whether as transferor Bank or as Assignee thereunder), the amount of such Bank's Commitment after giving effect to such Assignment and Acceptance, in each case as such amount may be reduced from time to time pursuant to Sections 2.09 and 2.10. "Consolidated Total Asset Value" means, on a consolidated basis for the Borrower/Parent and each Consolidated Entity, the sum of: (i) the amount equal to the product of: (x) the quotient of (1) the Net Operating Income for the 3 month period ending on the last day of the Fiscal Quarter just ended prior to the date of determination (excluding percentage rents received during such 3 month period, but including an amortized value for percentage rents received during the current Fiscal Year), from each Property (other than Property owned by Borrower or any Consolidated Entity for less than three months), divided by (2) 0.0950 (which is the capitalization rate); times (y) 4 (which is the annualization factor); plus (ii) an amount equal to the book value of (x) Construction in Progress plus (y) Properties consisting of unimproved land, as determined on the last day of the Fiscal Quarter just ended; plus (iii) an amount equal to the acquisition cost of improved Properties owned by Borrower or any Consolidated Entity less than three months, as determined on the last day of the Fiscal Quarter just ended; plus (iv) an amount equal to the sum of all unrestricted balances on deposit with banks or other financial institutions and all restricted cash held by a Qualified intermediary on behalf of the Borrower/Parent or any Guarantor; plus (v) for any Subsidiary which is not a Wholly Owned Subsidiary, an amount equal to the book value of the Ownership Percentage of such Subsidiary, as shown on the Borrower/parent's balance sheet; plus (vi) without duplication, the book value of all other C onsolidated Tangible Assets, plus (vii) the amount equal to the product of: (x) the quotient of the Joint Venture Share of (1) Joint Venture Net Operating Income for the 3 month period ending on the last day of the Fiscal Quarter just ended prior to the date of determination (excluding percentage rents received during such 3 month period, but including an amortized value for percentage rents received during the current Fiscal Year), from each Joint Venture Property (other than Property owned by Borrower or any Consolidated Entity for less than three months), divided by (2) 0.0950 (which is the capitalization rate); times (y) 4 (which is the annualization factor); plus (viii) an amount equal to the Joint Venture Share of book value of (A) Joint Venture Construction In Progress plus (B) Joint Venture Properties consisting of unimproved land, as determined on the last day of the Fiscal Quarter just ended; plus (ix) an amount equal to the Joint Venture Share of the acquisition cost of improved Joint Venture Properties owned by Borrower or any Consolidated Entity less than three months, as determined on the last day of the Fiscal Quarter just ended; plus (x) only for purposes of calculating Consolidated Total Asset Value under Sections 5.16 and 5.20, and without duplication, Third Party Development Property and amounts described in clause (D) of the definition of Assets Under Development; plus (xi) without duplication, an amount equal to the Joint Venture Share of the book value of the sum of the following: (a) the total assets of each Joint Venture, as set forth or reflected on the most recent balance sheet of each Joint Venture, prepared in accordance with GAAP, less (b) all assets which would be treated as intangible assets for balance sheet presentation purposes under GAAP, including, without limitation, goodwill (whether representing the excess of cost over book value of assets acquired, or otherwise), trademarks, tradenames, copyrights, patents and technologies, and unamortized debt discount and expense. "Consolidated Total Liabilities" means the total liabilities of the Borrower/Parent and the Consolidated Subsidiaries, on a consolidated basis (including liabilities on account of Dividends, whether paid or declared but not yet paid, and all Third Party Development Property Purchase Obligations), plus the aggregate amount of Debt Guaranteed by the Borrower/Parent, the Guarantors and the Subsidiaries (other than the debt of any of them), plus (iii) the Borrower/Parent's Joint Venture Share of the aggregate amount of Debt of all Joint Ventures at the end of the Borrower's most recent Fiscal Quarter. "Consolidated Unencumbered Real Estate Assets" means at any time, for the Borrower and each Consolidated Entity, determined on a consolidated basis, the sum of the amounts determined below (without duplication with respect to any Property), but only for retail shopping center Properties that are located in the continental United States of America, are of a type substantially consistent with the Borrower's portfolio as of March 31, 2002 (except that the Property known as "Industrial Property" or "I-85 Charlotte Industrial Property", located in Charlotte, NC, and the Property known as "Venice Plaza", located in Venice, FL, shall be included) and are either owned or as to which the land is ground leased by the Borrower or by a Subsidiary which is a Guarantor (including those that pursuant to Section 5.27 were required to become or have elected to become a Guarantor): (i) an amount equal to the product of: (1) 4 (which is the annualization factor); times (2) the quotient of (x) the Net Operating Income for the 3 month period ending on the last day of the Fiscal Quarter just ended prior to the date of determination, from each such Property not subject to a Mortgage and owned by the Borrower or any Guarantor for at least one Fiscal Quarter, divided by (y) 0.0950 (which is the capitalization rate); provided, that such Properties shall be included only to the extent that they, together with all other such Properties included in the calculation pursuant to this clause (i), satisfy the Minimum Aggregate Occupancy Requirement; plus (ii) an amount equal to the acquisition cost of improved Properties not subject to a Mortgage owned by Borrower or any Guarantor less than three months, as determined on the last day of the Fiscal Quarter just ended provided, that such Properties shall be included only to the extent that they, together with all other such Properties included in the calculation pursuant to this clause (ii), satisfy the Minimum Aggregate Occupancy Requirement; plus (iii) an amount equal to the lesser of (1) the sum of the book value of owned Properties not subject to a Mortgage and consisting of unimproved land for which there is an executed lease with an Anchor Tenant, as determined on the last day of the Fiscal Quarter just ended, plus the book value of Construction in Progress of owned Properties not subject to a Mortgage and (2) 15% of the sum of clauses (i) (ii) and (iii) without giving effect to this subclause (iii)(2); provided, however, that, in determining Consolidated Unencumbered Real Estate Assets, the aggregate amount attributable to all Properties as to which the land is ground leased by the Borrower or a Guarantor pursuant to the foregoing shall not exceed 7.5% of the sum of clauses (i), (ii) and (iii) without giving effect to this proviso. "Consolidated Unsecured Interest Expense" means at any time that portion of Consolidated Interest Expense attributable to Consolidated Unsecured Debt. "Consolidated Unsecured Debt" means Consolidated Debt (including Consolidated Debt that is expressly made subordinate to any other Consolidated Debt) that is not subject to a Mortgage or any other Lien on any Property of the Borrower or any Consolidated Entity. "Minimum Aggregate Occupancy Requirement" means, with respect to owned or ground leased Properties included in the calculation of Consolidated Unencumbered Real Estate Assets, such owned or ground leased Properties that in the aggregate are at least 80% leased and under which rent is being recognized (pursuant to written leases which have been signed by both landlord and tenant, but including any month to month occupancy by any such tenant after the expiration of such written lease). "Third Party Development Property" means any property that is under development by a third party but which will become a Property or a Joint Venture Property upon the payment by the Borrower, any Consolidated Entity or any Joint Venture of the portion of the Third Party Development Property Purchase Obligations that pertains to such property. "Third Party Development Property Purchase Obligations" means, with respect to all written contracts for the purchase of a Third Party Development Property as to which all conditions precedent to the Borrower's, or any Consolidated Entity's or any Joint Venture's obligation to purchase such property have been satisfied, the sum of (i) the aggregate purchase price under all such purchase contracts payable by the Borrower or any Consolidated Entity and (ii) the Joint Venture Share of the aggregate purchase price under all such purchase contracts payable by a Joint Venture. 4. Amendment to Section 2.07(a)(ii). The table in Section 2.07(a)(ii) of the Credit Agreement is deleted in its entirety and the following is substituted therefor: LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V >=BBB >=BBB- >=BBB+ =A- or Baa1 or but but but Baa3 =BBB- >=BBB+ =A- or Baa1 or but but Debt Rating but Baa3 Commitment: $25,000,000 WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Bank (SEAL) By: /s/ Wachovia Bank --------------------- Title: Director Commitment: $25,000,000 AMSOUTH BANK, as Documentation Agent and a Bank (SEAL) By: /s/ Amsouth Bank --------------------- Title: Commercial Loan Officer Commitment: $25,000,000 WELLS FARGO COMPANY, as Documentation Agent and a Bank (SEAL) By:/s/ Wells Fargo Company ------------------------- Title: Vice President Commitment: $15,000,000 SOUTHTRUST BANK, as a Bank (SEAL) By:/s/ SouthTrust Bank ---------------------- Title: Assistant Vice President Commitment: $10,000,000 SUNTRUST BANK, as a Bank (SEAL) By:/s/ SunTrust Bank ------------------- Title:First Vice President TOTAL COMMITMENTS: $100,000,000 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing Amendment and Restatement to Credit Agreement (the "Amendment and Restatement"), (ii) consents to the execution and delivery of the Amendment and Restatement by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of November 1, 1999 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Amendment and Restatement. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. IRT CAPITAL CORPORATION II ___ (SEAL) By: /s/ Thomas H. McAuley --------------------------- Thomas H. McAuley President IRT PARTNERS L.P. (SEAL) By: IRT Property Company, general partner By: /s/ James G. Levy -------------------------- James G. Levy Executive Vice President and Chief Financial Officer IRT MANAGEMENT COMPANY (SEAL) By: /s/ James G. Levy -------------------------- James G. Levy Treasurer IRT ALABAMA, INC. (SEAL) By: /s/ James G. Levy -------------------------- James G. Levy Treasurer