Exhibit 5.9
UNION BANK OF SWITZERLAND
March 20, 1998
First Washington Realty Limited Partnership
0000 Xxxx-Xxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx
Re: Our $35,500,000 secured revolving loan (the "Loan")
to you made pursuant to a Revolving Credit Agreement
between you and us dated as of January 22, 1998 (the
"Loan Agreement"; capitalized terms used herein
without definition shall have the meanings ascribed
to them in the Loan Agreement)
Dear Sirs:
This is to confirm the agreement between you and us that the Loan Agreement is
amended, effective as of the date hereof, as follows:
1. In Section 1.01:
(a) In the definition of the term "Bid Borrowing Limit",
the figure "Seventeen Million Dollars ($17,000,000)"
is amended to "Twenty
Two Million Dollars ($22,000,000)".
(b) In the definition of the term "Borrowing Base", "(A)"
is inserted between "to" and "the" in the second line
and "(B) less $6,000,000" is added at the end
thereof.
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(c) In the definition of the term "Loan Commitment", the
figure "$35,500,000" is amended to "$45,000,000".
(d) The following definition is added:
"Xxxxxxx Park" means the property owned by
Borrower located in Prince George's County, Maryland,
together with the Improvements thereon.
(e) The definition of "Improvements" is amended to
add the following:
(7) in the case of Xxxxxxx Park, the existing strip
shopping center containing approximately 113,643
SFGLA and known as "Xxxxxxx Park Plaza".
(f) The definition of "Property" and "Properties" is
amended to add Xxxxxxx Park.
2. In Section 2.08:
(a) The definition of the term "Ratable Loan
Note" is amended to refer to that certain
replacement note from you to us, dated the
date hereof, in the principal amount of
$45,000,000, as the same may be amended,
modified, extended, severed, assigned,
substituted, renewed, replaced or restated
from time to time (the "Replacement Ratable
Loan Note"), which Replacement Ratable Loan
Note shall be in substitution for the
$35,500,000 ratable loan note dated
January 22, 1998. The Replacement Ratable
Loan Note shall evidence the principal
indebtedness evidenced by said $35,500,000
ratable loan note, together with an
additional principal indebtedness in the
amount of $9,500,000.
(b) The definition of Bid Rate Loan Note is
amended to refer to that certain replacement
note from you to Administrative Agent, dated
the date hereof, in the principal amount of
$22,000,000, as the same may be amended,
modified, extended, severed, assigned,
substituted, renewed, replaced or restated
from time to time (the "Replacement Bid Rate
Loan Note"), which Replacement Bid Rate Loan
Note shall be in substitution for the
$17,000,000 bid rate loan note dated
January 22, 1998. The Replacement Bid Rate
Loan Note shall evidence any Bid Rate Loans.
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Our obligation to increase and modify the Loan as set forth above shall be
conditioned on our receipt of (i) the Replacement Note, duly executed by you;
(ii) a replacement Guaranty executed by First Washington Realty Trust, Inc.,
(iii) a Mortgage and Indemnity for Xxxxxxx Park; (iv) an amendment, duly
executed by you, to each Mortgage, to increase the principal amount thereof to
$45,000,000 and to change the definition of the term "Note" therein to include a
reference to the Replacement Ratable Loan Note and the Replacement Bid Rate Loan
Note, together with such endorsements as we may require to the title policy
insuring each Mortgage; (v) the items set forth in Section 4.01 of the Loan
Agreement with respect to Xxxxxxx Park; and (vi) a resolution of the board of
directors of your general partner authorizing you to execute this letter
agreement and the documents contemplated hereby and to enter into the
transactions contemplated hereby and thereby, and an opinion of your counsel
with respect to the transactions contemplated hereby and thereby (each of the
items required by the foregoing clauses (i) through (vi) to be in form and
substance satisfactory to us).
Except as modified hereby, the Loan Agreement and other Loan documents shall
remain unchanged and in full force and effect.
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Kindly acknowledge your agreement with the foregoing, and your representation
and warranty that you have no offsets, counterclaims or defenses against us with
respect to the Loan, by signing and returning the enclosed copies of this
letter.
Very truly yours,
UNION BANK OF SWITZERLAND
(New York Branch),
as Lender and as Administrative Agent
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
Real Estate Finance
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Director
Agreement acknowledged this
20th day of March, 1998.
FIRST WASHINGTON REALTY
LIMITED PARTNERSHIP,
a Maryland limited partnership
By: First Washington Realty Trust, Inc., a
Maryland corporation, general
partner
Attest:
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx [SEAL]
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxxx
Title: Assistant Secretary Title: Executive Vice President
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