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EXHIBIT 10.2
November 1, 2000
IRT Property Company
200 Galleria Parkway, Suite 400
Atlanta, Georgia 30339
Attention: James G. Levy
Telecopier number: 770-988-8773
Confirmation number: 770-955-4406
Re: Modification of Financial Covenants of Revolving Loan Credit
Agreement dated as of November 1, 1999 (the "Stand Alone
Credit Agreement") between IRT Property Company (the
"Borrower") and Wachovia Bank, N.A. (the "Bank") pursuant to
that certain $100,000,000 First Amended and Restated Credit
Agreement dated as of even date herewith, among the Borrower,
the Banks parties thereto, Wachovia Bank, N.A., as
Administrative Agent and First Union National Bank, as
Syndication Agent (as amended and supplemented from time to
time, the "Syndicated Credit Agreement")
Dear Jay:
This letter documents the agreement of the Borrower and the
Bank that, notwithstanding anything to the contrary contained in the Stand Alone
Credit Agreement, (i) the financial covenants and related definitions contained
in the Syndicated Credit Agreement shall be incorporated in and be a part of the
covenants in the Stand Alone Credit Agreement as fully as if expressly set forth
in the Stand Alone Credit Agreement, (ii) if and to the extent any financial
covenants contained in the Syndicated Credit Agreement hereafter are amended, or
any new financial covenants are added, such financial covenants as so amended or
added likewise shall automatically be incorporated in the Stand Alone Credit
Agreement without further action on the part of the Borrower or the Bank, (iii)
any financial covenants now expressly contained in the Stand Alone Credit
Agreement are terminated and shall have no further force or effect, (iv) so long
as a Compliance Certificate is being timely furnished to the Bank pursuant to
the Syndicated Credit Agreement, no Compliance Certificate need be furnished to
the Bank pursuant to the Stand Alone Credit Agreement and (v) if the Syndicated
Credit Agreement is terminated, but the Stand Alone Credit Agreement is not
terminated, the Stand Alone Credit Agreement shall be amended to expressly set
forth therein the financial covenants and related definitions contained in the
Syndicated Credit Agreement immediately prior to its termination.
These modifications become effective as of November 1, 2000.
All other terms and conditions of the Loan Documents (as defined in the Stand
Alone Credit Agreement) shall remain in full force and effect.
Please acknowledge your acceptance of these modifications by
signing below.
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This letter agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts and
transmitted by facsimile to the other party, each of which when so executed and
delivered by facsimile shall be deemed to be an original and both of which
counterparts, taken together, shall constitute but one and the same instrument.
Very truly yours,
WACHOVIA BANK, N.A.
By:
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Title:
Accepted and Agreed to as of November 1, 2000
IRT PROPERTY COMPANY
By: /s/ James G. Levy
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Title: Executive Vice President and
Chief Financial Officer
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