Maryland | 001-32417 | 20-1352180 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
999 South Shady Grove Road, Suite 600 Memphis, Tennessee | 38120 | |
(Address of Principal Executive Offices) | (Zip Code) |
Exhibit No. | Description |
10.1 | First Amendment to Fourth Amended and Restated Credit Agreement dated as of October 24, 2013 among Education Realty Operating Partnership, LP, and certain of its subsidiaries, as Borrower, the lenders party thereto and KeyBank, National Association, as Administrative Agent. |
EDUCATION REALTY TRUST, INC. | ||
Date: October 28, 2013 | By: | /s/ Randall H. Brown |
Randall H. Brown Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit No. | Description |
10.1 | First Amendment to Fourth Amended and Restated Credit Agreement dated as of October 24, 2013 among Education Realty Operating Partnership, LP, and certain of its subsidiaries, as Borrower, the lenders party thereto and KeyBank, National Association, as Administrative Agent. |
Total Leverage Ratio | ABR Spread | Eurodollar Spread |
Category 1 <40% | 0.30% | 1.30% |
Category 2 >40% but <45% | 0.40% | 1.40% |
Category 3 >45% but <50% | 0.55% | 1.55% |
Category 4 >50% but <55% | 0.75% | 1.75% |
Category 5 > 55% | 1.00% | 2.00% |
Investment Grade Rating | ABR Spread | Eurodollar Spread | Facility Fee |
Category 1 At least A- or A3 | 0.00% | 0.95% | 0.10% |
Category 2 At least BBB+ or Baa1 | 0.00% | 1.00% | 0.15% |
Category 3 At least BBB or Baa2 | 0.10% | 1.10% | 0.20% |
Category 4 At least BBB- or Baa3 | 0.30% | 1.30% | 0.25% |
Category 5 Below BBB-, Baa3 or unrated | 0.70% | 1.70% | 0.30% |
EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership By: EDUCATION REALTY OP GP, INC., a Delaware corporation, its General Partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR TALLAHASSEE I, LLC, a Delaware limited liability company By: Education Realty Trust, LLC, a Delaware limited liability company, its managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR OXFORD, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR LAWRENCE LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Lawrence LLC, a Delaware limited liability company, its general partner By: EDR Lawrence, Inc., a Delaware corporation, its managing member By:_/s/ Randall H. Brown Randall H. Brown, Vice President |
EDR TALLAHASSEE LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Tallahassee, LLC, a Delaware limited liability company, its general partner By: EDR Tallahassee, Inc., a Delaware corporation, its managing member By:_/s/ Randall H. Brown Randall H. Brown, Vice President |
EDR TAMPA LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Tampa, LLC, a Delaware limited liability company, its general partner By: EDR Tampa, Inc., a Delaware corporation, its managing member By:_/s/ Randall H. Brown Randall H. Brown, Vice President |
EDR WESTERN MICHIGAN LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Western Michigan, LLC, a Delaware limited liability company, its general partner By: EDR Western Michigan, Inc., a Delaware corporation, its managing member By:_/s/ Randall H. Brown Randall H. Brown, Vice President |
EDR CHARLOTTESVILLE LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR CHARLOTTESVILLE JEFFERSON LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR CHARLOTTESVILLE WERTLAND LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR BERKELEY LP, a Delaware limited partnership By: EDR Berkeley LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR ORLANDO LIMITED PARTNERSHIP, a Delaware limited partnership By: EDR Orlando LLC, a Delaware limited liability company, its general partner By: EDR Orlando, Inc., a Delaware corporation, its managing member By:_/s/ Randall H. Brown Randall H. Brown, Vice President |
EDR GAINESVILLE LIMITED PARTNERSHIP, a Florida limited partnership By: EDR Gainesville GP, LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR CARBONDALE, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
DISTRICT ON 5TH TUCSON AZ LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
CV EAST LANSING MI LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
PROVINCE KENT OH LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
THE PROVINCE GREENVILLE NC LP, a Delaware limited partnership By: The Province Greenville NC GP LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
UNIVERSITY VILLAGE TOWERS LP, a Delaware limited partnership By: University Village Towers LLC, a Delaware limited liability company, its general partner By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc. a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
3949 LINDELL LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR LEXINGTON I LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
RETREAT AT STATE COLLEGE, LLC, a Georgia limited liability company By: State College Housing LLC, a Delaware limited liability company, its sole member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
COTTAGES W. LAFAYETTE IN LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR AUSTIN LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR SYRACUSE, LLC, a Delaware limited liability company By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its managing member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
CARROLLTON PLACE, LLC, a Georgia limited liability company By: EDR Manager, LLC, a Delaware limited liability company, it managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its manager member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
EDR STATESBORO, LLC, a Delaware limited liability company By: EDR Manager, LLC, a Delaware limited liability company, it managing member By: Education Realty Operating Partnership, LP, a Delaware limited partnership, its manager member By: Education Realty OP GP, Inc., a Delaware corporation, its general partner By:_/s/ Randall H. Brown Randall H. Brown, Executive Vice President/Treasurer |
Title: | Vice President Real Estate Corporate Banking |
BANK OF AMERICA, N.A. By: /s/ Asad A. Rafiq__________________ Name: Asad A. Rafiq Title: Vice President | |
Address: 135 S. LaSalle Street Mail Code: IL4-135-06-11 Chicago, Illinois 60603 Attention: Asad A. Rafiq Vice President Telephone No.: (312) 828-4416 Telecopy No.: (312) 992-9767 |
U.S. BANK NATIONAL ASSOCIATION By: /s/ Lori Y. Jensen_________________ Name: Lori Y. Jensen Title: Vice President | |
Address: 1100 Abernathy Road, N.E., Suite 1250 Atlanta, GA 30328 Attention: Lori Y. Jensen Vice President Telephone No.: (770) 512-3118 Telecopy No.: (770) 512-3130 |
FIRST TENNESSEE BANK, N.A. By: /s/ Elizabeth H. Vaughn____________ Name: Elizabeth H. Vaughn Title: Senior Vice President | |
Address: 165 Madison Avenue, 10th Floor Memphis, TN 38103 Attention: Elizabeth H. Vaughn Senior Vice President Telephone No.: (901) 523-4105 Telecopy No.: (901) 523-4032 |
METROPOLITAN BANK By: /s/ Joelle Rogin___________________ Name: Joelle Rogin Title: Senior Vice President | |
Address: 1661 Aaron Brenner Drive, Suite 100 Memphis, TN 38120 Attention: Joelle Rogin Senior Vice President Telephone No.: (901) 969-8004 Telecopy No.: (901) 969-8100 |
JPMORGAN CHASE BANK, N.A. By: /s/ Rita Lai Blumberg______________ Name: Rita Lai Blumberg Title: Authorized Officer | |
Address: 270 Park Ave., Floor 45 New York, NY 10017 Attention: Rita Lai Blumberg Authorized Officer Telephone No.: (212) 270-6254 Telecopy No.: (646) 534-6301 |
FIFTH THIRD BANK, an Ohio banking corporation By: /s/ Michael P. Perillo_______________ Name: Michael P. Perillo Title: Officer | |
Address: 222 S. Riverside Plaza Chicago, IL 60606 Attention: Michael P. Perillo Officer Telephone No.: (312) 704-6829 Telecopy No.: (312) 704-7364 |
Lender | Revolving Loan Commitment | Applicable Percentage | |||
KEYBANK, NATIONAL ASSOCIATION | $72,500,000.00 | 14.5 | % | ||
PNC BANK, NATIONAL ASSOCIATION | $68,000,000.00 | 13.6 | % | ||
REGIONS BANK | $68,000,000.00 | 13.6 | % | ||
ROYAL BANK OF CANADA | $68,000,000.00 | 13.6 | % | ||
BANK OF AMERICA, N.A. | $50,000,000.00 | 10.0 | % | ||
U.S. BANK NATIONAL ASSOCIATION | $50,000,000.00 | 10.0 | % | ||
FIRST TENNESSEE BANK, N.A. | $30,000,000.00 | 6.0 | % | ||
METROPOLITAN BANK | $8,500,000.00 | 1.7 | % | ||
JPMORGAN CHASE BANK, N.A. | $50,000,000.00 | 10.0 | % | ||
FIFTH THIRD BANK | $35,000,000.00 | 7.0 | % | ||
TOTAL | $500,000,000.00 | 100.0 | % |
28th and Aurora at Boulder LLC | EDR Phoenix, LLC |
3949 Lindell, LLC | EDR Riverside, LLC (Inactive) |
Anderson Road Lafayette LLC | EDR State College Limited Partnership |
Anderson Road Oxford LLC | EDR State College, Inc. |
AOD/Raleigh Residence Hall, LLC | EDR State College, LLC |
Blacksburg VA Housing LLC | EDR Statesboro, LLC |
Cape Place (DE), LLC | EDR Stillwater Limited Partnership |
Carrollton Place, LLC | EDR Stillwater, Inc. |
Centre Lubbock TX LLC | EDR Stillwater, LLC |
Chapel Hill Durham NC GP LLC | EDR Storrs LLC |
Chapel Hill Durham NC LP | EDR Storrs IC LLC |
Cottages W. Lafayette IN LLC | EDR Syracuse Campus West LLC |
CV East Lansing MI LLC | EDR Syracuse, LLC |
District on 5th Tucson AZ LLC | EDR Tallahassee I, LLC |
EDR Athens I, LLC | EDR Tallahassee Limited Partnership |
EDR Auburn, LLC | EDR Tallahassee, Inc. |
EDR Austin LLC | EDR Tallahassee, LLC |
EDR Berkeley LLC | EDR Tampa Limited Partnership |
EDR Berkeley LP | EDR Tampa, Inc. |
EDR C Station, LLC (inactive) | EDR Tampa, LLC |
EDR Carbondale, LLC | EDR Technology LLC |
EDR Cayce Manager, Inc. | East Edge Tuscaloosa LLC |
EDR Cayce, LLC | EDR Tucson I, LLC (Inactive) |
EDR Charlottesville LLC | EDR Tucson Phase II Limited Partnership (Inactive) |
EDR Charlottesville Jefferson LLC | EDR Tucson, Inc. (Inactive) |
EDR Charlottesville Wertland LLC | EDR Tucson, LLC (Inactive) |
EDR Columbia Limited Partnership | EDR Tuscaloosa LLC |
EDR Columbia, Inc.- | EDR Wabash Limited Partnership |
EDR Columbia, LLC | EDR Wabash, Inc. |
EDR Columbus Limited Partnership | EDR Wabash, LLC |
EDR Columbus, Inc. | EDR Western Michigan Limited Partnership |
EDR Columbus, LLC | EDR Western Michigan, Inc. |
EDR Development LLC | EDR Western Michigan, LLC |
EDR Employment Resources, LLC | Education Realty OP GP, Inc. |
EDR Fund GP, Inc. | Education Realty OP Limited Partner Trust |
EDR Gainesville GP, LLC | Education Realty Operating Partnership, LP |
EDR Gainesville Limited Partnership | Education Realty Trust, Inc. |
EDR Greensboro, LLC | Education Realty Trust, LLC |
EDR Investment Advisor Inc. | Fifth Street MN LLC |
EDR Investment Fund, LP | Fort Greene Brooklyn NY LLC |
EDR Knoxville Limited Partnership | GM Westberry LLC |
EDR Knoxville, Inc. | Irish Row at Vaness LLC |
EDR Knoxville, LLC | Lemon Street Tempe AZ LLC |
EDR Lawrence Limited Partnership | Province Kent Ohio LLC |
EDR Lawrence, Inc. | River Place (DE), LLC |
EDR Lawrence, LLC | State College Housing LLC |
EDR Lexington I LLC | Stinson at Norman, LLC |
EDR Lexington II LLC | Suites Lubbock TX LLC |
EDR Lexington III LLC | The Province Greenville NC LP |
EDR Lexington IV LLC | The Province Greenville NC GP LLC |
EDR Lexington V LLC | Retreat at State College, LLC |
EDR Lexington VI LLC | University Towers Building LLC |
EDR Limpar, LLC | University Towers OP GP, LLC |
EDR Lubbock Limited Partnership (Inactive) | University Towers Operating Partnership, LP |
EDR Lubbock, Inc. (Inactive) | University Towers Raleigh, LLC |
EDR Lubbock, LLC (Inactive) | University Towers Raleigh Services, LLC |
EDR Management Inc. | University Village - Greensboro, LLC |
EDR Manager, LLC | University Village Towers, LLC |
EDR Murfreesboro, LLC (Inactive) | University Village Towers, LP |
EDR Norman, LLC (Inactive) | Varsity Ann Arbor MI LLC |
EDR OP Development LLC | WEDR Riverside Investors V, LLC (Inactive) |
EDR Orlando Limited Partnership | WEDR Riverside Mezz Investor V, Inc. (Inactive) |
EDR Orlando, Inc. | WEDR Stinson Investor V, LLC (Inactive) |
EDR Orlando, LLC | West Clayton GA LLC |
EDR Oxford, LLC | |
EDR Phoenix/Summa West LLC |
1. Players Club Tallahassee – Tallahassee, Leon County, FL |
2. The Pointe at South Florida – Tampa, Hillsborough, FL |
3. The Commons at Tallahassee – Tallahassee, Leon County, FL |
4. The Pointe at Western – Kalamazoo, Kalamazoo County, MI |
5. The Reserve on West 31st – Lawrence, Douglas County, KS |
6. Campus Creek – Oxford, Lafayette County, MS |
7. Grandmarc at the Corner – Charlottesville, Albemarle County, VA* |
8. Wertland Square – Charlottesville, Albemarle County, VA |
9. Jefferson Commons – Charlottesville, Albemarle County, VA |
10. Central Hall – Lexington, Fayette County, KY** 11. The Lofts Orlando – Orlando, Orange County, FL 12. Campus Lodge – Gainesville, Alachua County, FL 13. Reserve at Saluki Pointe – Carbondale County, Jackson, IL 14. The District on 5th – Tucson, Pima County, AZ 15. Campus Village – East Lansing, Ingham County, MI* 16. Province at Kent State – Kent, Portage County, OH 17. The Province – Greenville, Pitt County, NC 18. The Berk – Berkeley, Alameda County, CA 19. University Village Tower – Riverside, Riverside County, CA 20. The Retreat at State College – State College, Centre County, PA 21. The Cottages on Lindberg – West Lafayette, Tippecanoe County, IN 22. 2400 Nueces – Austin, Travis County, TX 23. 3949 Lindell – St. Louis, Saint Louis City, MO 24. University Village on Colvin – Syracuse, Onondaga County, NY** 25. Carrollton Crossing – Carrollton, Carroll County, GA 26. The Avenue at Southern – Statesboro, Bulloch County, GA * denotes Eligible Off Campus Ground Lease ** denotes Eligible Property Lease |
Key Bank, National Association | ||||||||||||||||||||||
as Administrative Agent | ||||||||||||||||||||||
225 Franklin Street | ||||||||||||||||||||||
Boston, MA 02110 | ||||||||||||||||||||||
Attn: Mr. Gregory Lane | ||||||||||||||||||||||
RE: Education Realty Operating Partnership, LP | ||||||||||||||||||||||
Compliance Certificate for | ____________ | through | __________ | |||||||||||||||||||
Dear Ladies and Gentlemen: | ||||||||||||||||||||||
This Compliance Certificate is made with reference to that certain Fourth Amended and Restated Credit Agreement dated as of January 14, 2013 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Education Realty Operating Partnership, LP and certain of its Subsidiaries (collectively, the "Borrower"), the financial institutions party thereto, as lenders, and KeyBank, N.A., as Administrative Agent. All capitalized terms used in this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein shall refer to the Credit Agreement. | ||||||||||||||||||||||
I hereby certify that I am the Chief Accounting Officer of Education Realty Operating Partnership, LP, and that I make this Certificate on behalf of each Borrower. I further represent and certify on behalf of the Borrower as follows as of the date of this Compliance Certificate: | ||||||||||||||||||||||
I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (the "Reporting Period") covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. | ||||||||||||||||||||||
All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. | ||||||||||||||||||||||
Attached hereto as Schedule A-1 is a list of the Real Property that comprises the Unencumbered Pool and the Unencumbered Pool Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the Unencumbered Pool in the last Compliance Certificate and that are no longer qualified to be in the Unencumbered Pool as of the last day of the Reporting Period. | ||||||||||||||||||||||
Attached hereto as Schedule B-1 is a detailed calculation of Interest Expense for the Reporting Period and Schedule B-2 is a detailed calculation of Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Parent's preferred stock for the Reporting Period, which amounts aggregated: | ||||||||||||||||||||||
Schedule B-1 | $ | |||||||||||||||||||||
Schedule B-2 | $ | |||||||||||||||||||||
Attached hereto as Schedule C is a detailed calculation of EBITDA for the Reporting Period, which amount was: | ||||||||||||||||||||||
Schedule C EBITDA | $ | |||||||||||||||||||||
As of the last day of the Reporting Period: | ||||||||||||||||||||||
1. | Fixed Charge Coverage Ratio Calculation: | |||||||||||||||||||||
( a ) | EBITDA | $ | ||||||||||||||||||||
( b ) | Capital Expenditure Reserve | $ | ||||||||||||||||||||
( c ) | Adjusted EBITDA (a)-(b) | $ | ||||||||||||||||||||
( d ) | Principal paid and due and payable plus Interest | |||||||||||||||||||||
Expense plus cash dividends on preferred stock | $ | |||||||||||||||||||||
( d ) | Fixed Charge Coverage Ratio ((c) to ((d)) | |||||||||||||||||||||
Covenant: 1.50 :1.00 | ||||||||||||||||||||||
2. | Tangible Net Worth ("TNW"): | |||||||||||||||||||||
Total Tangible Net Worth at First Amendment Effective Date | $[750,000,000.00] | |||||||||||||||||||||
Required Tangible Net Worth | ||||||||||||||||||||||
Net Proceeds of Offerings after First Amendment Effective Date | $ | |||||||||||||||||||||
75 | % | |||||||||||||||||||||
$ | ||||||||||||||||||||||
Plus | $ | |||||||||||||||||||||
Total Required Tangible Net Worth | $ | |||||||||||||||||||||
Covenant: Current TNW must exceed required TNW | ||||||||||||||||||||||
3. | Total Leverage Ratio Calculation: | |||||||||||||||||||||
( a ) | Indebtedness | $ |
( b ) | Total Asset Value | |||||||||||||||||||||
( c ) | Total Leverage Ratio | % | ||||||||||||||||||||
Covenant: less than sixty percent (60%) at all times | ||||||||||||||||||||||
4. | Varying Interest Rate Calculation: | |||||||||||||||||||||
( a ) | Indebtedness with a varying interest rate | $ | ||||||||||||||||||||
( b ) | Total Asset Value | |||||||||||||||||||||
( c ) | ( a ) to ( b ) | % | ||||||||||||||||||||
Covenant: <35% | ||||||||||||||||||||||
5. | Total Secured Debt Ratio: | |||||||||||||||||||||
( a ) | Secured Debt | $ | ||||||||||||||||||||
( b ) | Total Asset Value | $ | ||||||||||||||||||||
( c ) | Total Secured Debt Ratio | % | ||||||||||||||||||||
Covenant: no greater than 50% | ||||||||||||||||||||||
6. | Total Secured Recourse Debt Ratio: | |||||||||||||||||||||
( a ) | Total Secured Recourse Debt | $ | ||||||||||||||||||||
( b ) | Total Asset Value | $ | ||||||||||||||||||||
( c ) | Total Fund Recourse Debt Ratio | % | ||||||||||||||||||||
Covenant: no greater than 15% | ||||||||||||||||||||||
7. | Total Additional Unsecured Debt Ratio: | |||||||||||||||||||||
( a ) | Total Additional Unsecured Debt | $ | ||||||||||||||||||||
( b ) | Total Asset Value | $ | ||||||||||||||||||||
( c ) | Total Additional Unsecured Debt Ratio | % | ||||||||||||||||||||
Covenant: no greater than 15% | ||||||||||||||||||||||
8. | Total Unsecured Debt to Unsecured Pool Value | |||||||||||||||||||||
( a ) | Total Unsecured Debt | $ | ||||||||||||||||||||
( b ) | Unencumbered Pool Value | $ | ||||||||||||||||||||
Covenant: no greater than 60% | ||||||||||||||||||||||
9. | Unencumbered Assumed Debt Service Coverage | $ | ||||||||||||||||||||
( a ) | Adjusted Unencumbered NOI | $ | ||||||||||||||||||||
( b ) | Assumed Unsecured Debt Service | $ | ||||||||||||||||||||
Ratio: (a) ÷ (b) | ___% | |||||||||||||||||||||
Covenant: Not less than 1.40 to 1.0 | ||||||||||||||||||||||
10. | ( a ) | ( i ) | Investments in Unconsolidated Affiliates | $ | ||||||||||||||||||
( ii ) | Total Asset Value | $ | ||||||||||||||||||||
( iii ) | (i) / (ii), expressed as a percentage | |||||||||||||||||||||
Covenant: <15% | ||||||||||||||||||||||
( b ) | ( i ) | Investments in undeveloped land | $ | |||||||||||||||||||
( ii ) | Total Asset Value | $ | ||||||||||||||||||||
( iii ) | (i) / (ii), expressed as a percentage | ___% | ||||||||||||||||||||
Covenant: <10% | ||||||||||||||||||||||
( c ) | ( i ) | Investments in Assets Under Development | $ | |||||||||||||||||||
( ii ) | Total Asset Value | $ | ||||||||||||||||||||
( iii ) | (i) / (ii), expressed as a percentage | ___% | ||||||||||||||||||||
Covenant: <25% | ||||||||||||||||||||||
( d ) | ( i ) | Investments in Real Property not constituting | ||||||||||||||||||||
collegiate housing communities | $ | |||||||||||||||||||||
( ii ) | Total Asset Value | $ | ||||||||||||||||||||
( iii ) | (i) / (ii), expressed as a percentage | ___% | ||||||||||||||||||||
Covenant: <10% | ||||||||||||||||||||||
( e ) | ( i ) | Investments in undeveloped land, Unconsolidated | ||||||||||||||||||||
Affiliates, Assets Under Development and | ||||||||||||||||||||||
non-collegiate housing communities | $ | |||||||||||||||||||||
( ii ) | Total Asset Value | $ | ||||||||||||||||||||
( iii ) | (i) / (ii), expressed as a percentage | ___% | ||||||||||||||||||||
Covenant: <25% |
11. | Restricted Payments | |||||||||||||||||||||
(a) | Restricted Payments to be made on or after ______________ for reporting period | |||||||||||||||||||||
and restricted payments made preceding 3 quarters | ||||||||||||||||||||||
2Q 201_ Dividend per share Common Stock | $ | |||||||||||||||||||||
1Q 201_ Dividend per share Common Stock ______ | $ | |||||||||||||||||||||
4Q 201_ Dividend per share Common Stock ______ | $ | |||||||||||||||||||||
3Q 201_ Dividend per share Common Stock _______ | $ | |||||||||||||||||||||
12. | Maximum Outstandings | |||||||||||||||||||||
( a ) | Aggregate Commitment | $ | ||||||||||||||||||||
( b ) | Aggregate Borrowing Base Availability | |||||||||||||||||||||
(attach list reflecting amount for each Real Property in the Unencumbered Pool) | ||||||||||||||||||||||
( c ) | Maximum Loan Available Amount (lesser of (a) or (b)) | |||||||||||||||||||||
( d ) | Amount outstanding under Revolving Loans and Swingline Loans | |||||||||||||||||||||
( e ) | LC Exposure | |||||||||||||||||||||
( f ) | Revolving Credit Exposure (d) + (e); cannot exceed ( c ) | |||||||||||||||||||||
Covenant: <Maximum Loan Available Amount | ||||||||||||||||||||||
This Compliance Certificate has been executed and delivered as of the date set forth above. | ||||||||||||||||||||||
EDUCATION REALTY OPERATING PARTNERSHIP, LP | ||||||||||||||||||||||
By: | Education Realty OP GP, Inc., General Partner | |||||||||||||||||||||
By: | ||||||||||||||||||||||
Name: | J. Drew Koester | |||||||||||||||||||||
Title: | Senior Vice President and Chief Accounting Officer | |||||||||||||||||||||