SunTrust Bank, Greater Washington
Real Estate Finance Group
8245 Boone Boulevard, Suite 820
Vienna, VA 22182
SunTrust
Item 6. Exhibit (4)(m)
July 25, 2002
Washington Real Estate Investment Trust
6110 Executive Boulevard
Suite 800
Rockville, Maryland 20852
SunTrust Bank-$50,000,000
Revolving Credit Facility for Washington Real Estate Investment Trust
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as of
August 26, 1999, but effective for all purposes as of July 25, 1999,
between Washington Real Estate Investment Trust (the Borrower), SunTrust
Bank, successor to Crestar Bank, as Agent, and SunTrust Bank (SunTrust),
successor to Crestar Bank, and Wachovia Bank, National Association
(Wachovia), successor to First Union National Bank (the Credit Agreement).
Terms defined in the Credit Agreement shall have the same defined meanings
when such terms are used herein.
Wachovia has assigned all of its rights and obligations under the Credit
Agreement to SunTrust, and SunTrust is now the sole Bank. SunTrust and the
Borrower have agreed to modify the terms of the Credit Agreement.
Accordingly, for valuable consideration, the receipt and sufficiency of
which are acknowledged, the Agent, the Bank, the Borrower and WRIT LP agree
that:
1. The Termination Date is extended to July 25, 2005.
2. The Commitment Schedule attached as Schedule 2.1 to the Credit Agreement
is replaced by the Commitment Schedule attached as Schedule 2.1 to this
Agreement.
3. The Borrower shall no longer have the option to borrow Term Loans, and
all references to a Term Loan or the Term Loans in the Credit Agreement are
deleted.
4. Section 2.4 of the Credit Agreement is amended to read in its entirety
as follows:
"SECTION 2.4. Prepayments.
(a) The Borrower shall have the right to prepay any Loans at
any time subject to the prepayment penalty described below;
provided, however, that each partial prepayment shall be in an
aggregate principal amount of not less than $1,000,000 or an
integral multiple thereof. No prepayment penalty will be
imposed for Prime Rate Loans, for a LIBOR Loan with an initial
Interest Period of three months or less or for a
LIBOR Loan that is prepaid on the last day of the Interest
Period applicable thereto. The Borrower shall give the Agent
at least three Business Days' prior written notice of
prepayment (prompt written notice of which shall be given to
the Banks by the Agent) and in such notice specify the
prepayment date and the principal amount of each Loan to be
prepaid. Such notice of prepayment shall be irrevocable and
shall commit the Borrower to prepay in the amount stated
therein. All prepayments under this Section shall be
accompanied by accrued interest on the principal amount being
prepaid to the date of prepayment. Amounts prepaid shall be
available to be reborrowed from the Banks hereunder in
accordance with the terms of this Agreement.
(b) The prepayment penalty for a LIBOR Loan with an initial
Interest Period of more than three months that is prepaid on a
day other than the last day of the Interest Period applicable
thereto will be equal to the present value of the difference
between the amount of interest that would accrue on the
prepaid amount for the remaining term of the applicable
Interest Period at LIBOR that was in effect on the first day
of such Interest Period, and any lesser amount that would
accrue on the prepaid amount at LIBOR for an Interest Period
with the with a maturity most closely equal to, but not longer
than, the remaining term of the applicable Interest Period. To
determine such present value, the foregoing difference shall
be discounted to its present value at a discount rate equal to
the applicable LIBOR for such remaining Interest Period."
5. Section 5.2(a)(4) of the Credit Agreement is amended to read as
follows:
"...(4) Liens on real estate assets securing Indebtedness
incurred in the ordinary course of the Borrower's business,
provided that at the time of the granting of such Lien and the
occurrence of such Indebtedness and after giving effect
thereto, no Default or Event of Default shall or would occur,
and the Borrower shall demonstrate to the reasonable
satisfaction of the Agent that the Borrower will be in
compliance on a pro forma basis with all of the terms and
provisions of the financial covenants set forth in Section
5.2(b)..."
6. The reference in Section 5.2(b)(2) of the Credit Agreement to
"250,000,000" is amended to be "$450,000,000."
7. The reference in Section 5.2(b)(4) of the Credit Agreement to "fifteen
percent (15%)" is amended to be thirty percent (30%)."
8. The reference in Section 6.1(e) to "$100,000" is amended to be
"1,000,000."
9. Each reference in the Credit Agreement to "Crestar Bank" shall be
amended to be a reference to SunTrust Bank.
10. Notices in connection with the Credit shall be sent, in the case of the
Borrower, to the attention of Sara L. Grootwassink, and in the case of the
Agent, to the attention of Gregory T. Horstman.
11. Not later than July 25, 2002, the Borrower shall pay to the Agent for
the account of SunTrust Bank an extension fee of $187,500.
12. All of the obligations of the parties to the Credit Agreement, as
amended hereby, and the other Loan Documents, are hereby ratified and
confirmed. All references in the Loan Documents to the "Credit Agreement"
shall henceforth be deemed to refer to the Credit Agreement as amended by
this letter agreement.
13. This letter agreement may be executed in any number of counterparts,
all of which when taken together shall constitute one agreement, and any of
the parties hereto may execute this letter agreement by signing any such
counterpart; and
14. All other terms and conditions of the Loan Documents remain unchanged
and in full force and effect.
[Signatures on following page]
Sincerely yours,
SunTrust Bank, as Agent
By: /s/ Gregory T. Horstman
-----------------------
Gregory T. Horstman
Senior Vice President
Seen and Agreed:
BORROWER:
WASHINGTON REAL ESTATE INVESTMENT TRUST,
a Maryland real estate investment trust
By: /s/ Sara Grootwassink
---------------------
Name: Sara Groostwassink
Title: Chief Financial Officer
WRIT LIMITED PARTNERSHIP, a Delaware limited partnership
By: Washington Real Estate Investment Trust, as general partner
By: /s/ Sara Grootwassink
---------------------
Name: Sara Groostwassink
Title: Chief Financial Officer
BANK:
SUNTRUST BANK
By: /s/ Gregory T. Horstman
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Gregory T. Horstman
Senior Vice President