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Private Placement Financial Covenants Reference Manual

Chapter 11: SALE-AND-LEASEBACKS

Covenant 11.01	Sale-and-Leasebacks (prohibited)
Covenant 11.02.1	Sale-and-Leasebacks (Attributable Debt basket)
Covenant 11.02.2	Sale-and-Leasebacks (Attributable Debt basket or proceeds application)
Covenant 11.03.1	Sale-and-Leasebacks (Priority Debt basket)
Covenant 11.03.2	Sale-and-Leasebacks (Priority Debt basket or proceeds application)
Formula 11.21	Specified amount
Formula 11.22	Income statement measurement
Formula 11.23	Balance sheet measurement (at end of last period)
Formula 11.24	Balance sheet measurement (at date of determination)

- Covenants -

Covenant
11.01
(prohibited)

Sale-and-Leasebacks. The Company will not, and will not permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction.

Covenant
11.02.1
(Attributable Debt basket)

Sale-and-Leasebacks. The Company will not, and will not permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction unless, immediately after giving effect thereto, the aggregate amount of all outstanding Attributable Debt of the Company and its Subsidiaries does not exceed [insert one or more formulas such as Formulas 11.21 through 11.24].

Covenant
11.02.2
(Attributable Debt basket or proceeds application)

Sale-and-Leasebacks. The Company will not, and will not permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction unless

(a) immediately after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Subsidiaries does not exceed [insert one or more formulas such as Formulas 11.21 through 11.24]; or

(b) the Net Proceeds Amount received by the Company or such Subsidiary in respect of such Sale-and-Leaseback Transaction is applied within [ ___ ] days⁷⁷ of the consummation thereof to [a Debt Prepayment Application] [or] [a Property Reinvestment Application].

Covenant
11.03.1
(Priority Debt basket)

Sale-and-Leasebacks. The Company will not, and will not permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction unless, immediately after giving effect thereto, the aggregate amount of Priority Debt does not exceed [insert one or more formulas such as Formulas 11.21 through 11.24].

Covenant
11.03.2
(Priority Debt basket or proceeds application)

Sale-and-Leasebacks. The Company will not, and will not permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction unless

(a) immediately after giving effect thereto, the aggregate amount of Priority Debt does not exceed [insert one or more formulas such as Formulas 11.21 through 11.24]; or

(b) the Net Proceeds Amount received by the Company or such Subsidiary in respect of such Sale-and-Leaseback Transaction is applied within [ ___ ] days⁷⁸ of the consummation thereof to [a Debt Prepayment Application] [or] [a Property Reinvestment Application].

- Formulas -

Formula
11.21
(specified amount)

$[ ___ ].

Formula
11.22
(income statement measurement)

[ ___ ]% of [base]⁷⁹ for the then most recently ended [period of 12 consecutive months] [period of four consecutive fiscal quarters] [fiscal year] of the Company.

Formula
11.23
(balance sheet measurement at end of last period)

[ ___ ]% of [base]⁸⁰ as of the then most recently ended [month] [fiscal quarter/year] of the Company.

Formula
11.24

(balance sheet measurement at date of determination)

[ ___ ]% of [base]⁸¹ determined at such time.

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