exv10w1



 





EXHIBIT 10.1




THIRD AMENDMENT TO SENIOR SECURED

REVOLVING CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) made as
of the 29th day of June, 2007, by and among REPUBLIC PROPERTY LIMITED PARTNERSHIP, a
Delaware limited partnership (“Borrower”), REPUBLIC PROPERTY TRUST, a Maryland real estate
investment trust (“Parent Guarantor”), THE OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS
GUARANTORS (the “Subsidiary Guarantors”; the Parent Guarantor and the Subsidiary Guarantors are
hereinafter referred to collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national
banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the
other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Agent”).



WITNESSETH:




     WHEREAS, Borrower, Parent Guarantor, Agent and the Lenders entered into that certain Senior
Secured Revolving Credit Agreement dated as of May 1, 2006 (the “Original Credit Agreement”), as
amended by that certain First Amendment to Senior Secured Revolving Credit Agreement dated as of
September 27, 2006, and as amended by that certain Second Amendment to Senior Secured Revolving
Credit Agreement dated as of March 28, 2007 (the Original Credit Agreement, as amended, the “Credit
Agreement”); and



     WHEREAS, Borrower has requested that the Agent and the Lenders make certain modifications to
the terms of the Credit Agreement; and



     WHEREAS, the Agent and the Lenders have agreed to make such modifications subject to the
execution and delivery by Borrower and Guarantors of this Amendment.



     NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby covenant and agree as follows:



     1. Definitions. All the terms used herein which are not otherwise defined herein
shall have the meanings set forth in the Credit Agreement.



     2. Modification of the Credit Agreement. Borrower, Parent Guarantor, the Lenders and
Agent do hereby modify and amend the Credit Agreement as follows:



          (a) By deleting in its entirety the definition of “Funds from Operations” appearing on page 10
of the Credit Agreement, and inserting in lieu thereof the following new definition of “Funds from
Operation”:




 









 








     “Funds from Operations. With respect to any Person for any period, an amount equal to
the Net Income (or Loss) of such Person for such period, computed in accordance with
GAAP, excluding gains (or losses) from extraordinary items or non-recurring gains or losses (but
including gains or losses on sales of Real Estate in the ordinary course of business, e.g. build to
suits), plus real estate depreciation and amortization and non-cash interest incurred, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be recalculated to reflect funds from operations on the same
basis.”



          (b) By deleting in its entirety the definition of “Interest Expense” appearing on page 13 of
the Credit Agreement, and inserting in lieu thereof the following new definition of “Interest
Expense”:





     “Interest Expense. For any period, without duplication, (a) total
interest expense incurred (both expensed and capitalized) of the Borrower, the
Guarantors and their respective Subsidiaries, excluding any non-cash interest
expense incurred but including the portion of rents payable under a Capitalized
Lease allocable to interest expense in accordance with GAAP (but excluding
capitalized interest funded under a construction loan interest reserve account),
determined on a consolidated basis in accordance with GAAP for such period, plus (b)
the Borrower’s, the Guarantors’ and their respective Subsidiaries’ Equity Percentage
of Interest Expense of their Unconsolidated Affiliates for such period.”



     3. References to Credit Agreement. All references in the Loan Documents to the Credit
Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.



     4. Acknowledgment of Borrower and Guarantors. Borrower and Guarantors hereby
acknowledge, represent and agree that the Loan Documents, as modified and amended herein, remain in
full force and effect and constitute the valid and legally binding obligation of Borrower and
Guarantors, as applicable, enforceable against Borrower and Guarantors in accordance with their
respective terms, and that the execution and delivery of this Amendment and any other documents in
connection therewith do not constitute, and shall not be deemed to constitute, a release, waiver or
satisfaction of Borrower’s or Guarantors’ obligations under the Loan Documents.



     5. Representations and Warranties. Borrower and Guarantors represent and warrant to
Agent and the Lenders as follows:



          (a) Authorization. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have
been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii)
do not and will not conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which the Borrower or any of the Guarantors is subject or any
judgment, order, writ, injunction, license or permit applicable to the Borrower or any of the
Guarantors, (iv) do not and will not conflict with or constitute a default (whether with the
passage of time or the giving of notice, or both) under any provision of the partnership agreement
or certificate, certificate of formation, operating agreement, articles of incorporation or other
charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument
binding upon, the Borrower or any of the Guarantors or any of their respective properties or to
which the Borrower or any of the Guarantors is subject, and (v) do not
and will not result in or require the imposition of any lien or other encumbrance on any of
the properties, assets or rights of the Borrower or any of the Guarantors, other than the liens and
encumbrances created by the Loan Documents.




2









 








          (b) Enforceability. The execution and delivery of this Amendment are valid and
legally binding obligations of Borrower and Guarantors enforceable in accordance with the
respective terms and provisions hereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights and the effect of general principles of equity.




          (c) Approvals. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby do not require the approval or consent of any Person or the
authorization, consent, approval of or any license or permit issued by, or any filing or
registration with, or the giving of any notice to, any court, department, board, commission or
other governmental agency or authority other than those already obtained.




          (d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof
each and every representation and warranty made by the Borrower, the Guarantors and their
respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in
connection therewith except for representations or warranties that expressly relate to an earlier
date.




     6. No Default. By execution hereof, the Borrower and Guarantors certify that Borrower
and each of the Guarantors is and will be in compliance with all covenants under the Loan Documents
after the execution and delivery of this Amendment, and that no Default or Event of Default has
occurred and is continuing.



     7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that
none of such Persons has any defenses, setoffs, claims, counterclaims or causes of action of any
kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the
Loan or with respect to any acts or omissions of Agent or any Lender, or any past or present
officers, agents or employees of Agent or any Lender, and each of such Persons does hereby
expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims
and causes of action, if any.



     8. Ratification. Except as hereinabove set forth, all terms, covenants and provisions
of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do
hereby expressly ratify and confirm the Loan Documents as modified and amended herein. Nothing in
this Amendment or any other document delivered in connection herewith shall be deemed or construed
to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction,
release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other
obligations of Borrower and Guarantors under the Loan Documents.



     9. Effective Date. This Amendment shall be deemed effective and in full force and
effect as of the date hereof upon the execution and delivery of this Amendment by Borrower,
Guarantors, Agent and the Required Lenders. The Borrower will pay the reasonable fees and expenses
of Agent in connection with this Amendment.



3









 





     10. Amendment as Loan Document. This Amendment shall constitute a Loan Document.



     11. Counterparts. This Amendment may be executed in any number of counterparts which
shall together constitute but one and the same agreement.



     12. MISCELLANEOUS. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in the Credit
Agreement.



[Remainder of Page Intentionally Left Blank]




4









 








     IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals as
of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:


REPUBLIC PROPERTY LIMITED PARTNERSHIP, a 

Delaware limited partnership

 
	 	By:  	Republic Property Trust, a Maryland real estate
 
	 	 	investment trust, its sole general partner 	 
	 	 	 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 
	 	(SEAL) 

 	 



	 	 	 	 	 
	 	GUARANTORS:



REPUBLIC PROPERTY TRUST, a Maryland real estate 

investment trust

 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



	 	 	 	 	 
	 	RPT PRESIDENTS PARK LLC, a Delaware limited 

liability company

 	 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



	 	 	 	 	 
	 	PRESIDENTS PARK I LLC, a Delaware limited liability 

company

 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



[SIGNATURES CONTINUED ON NEXT PAGE]




5









 








	 	 	 	 	 
	 	PRESIDENTS PARK II LLC, a Delaware limited liability 

company

 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



	 	 	 	 	 
	 	PRESIDENTS PARK III LLC, a Delaware limited 

liability company

 	 
	 	By:  	/s/ Michael J. Green
 	 
	 	 	Name:  	Michael J. Green 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



[SIGNATURES CONTINUED ON NEXT PAGE]




6









 








	 	 	 	 	 
	 	LENDERS:





KEYBANK NATIONAL ASSOCIATION,

individually as a Lender and as Agent

 	 
	 	By:  	/s/ Michael P. Szuba
 	 
	 	 	Name:  	Michael P. Szuba 	 
	 	 	Title:  	Vice President 	 
	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Nancy B. Richards
 	 
	 	 	Name:  	Nancy B. Richards 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	CHARTER ONE BANK, N.A.

 	 
	 	By:  	/s/ Florentina Djulvezan
 	 
	 	 	Name:  	Florentina Djulvezan 	 
	 	 	Title:  	Vice President 	 
	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Steven F. Paley
 	 
	 	 	Name:  	Steven F. Paley 	 
	 	 	Title:  	Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Timothy P. Gleason
 	 
	 	 	Name:  	Timothy P. Gleason 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURES CONTINUED ON NEXT PAGE]




7









 








	 	 	 	 	 
	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ T. Gregory Donohue
 	 
	 	 	Name:  	T. Gregory Donohue 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 
	 	By:  	/s/ Amit Khimji
 	 
	 	 	Name:  	Amit Khimji 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	EMIGRANT REALTY FINANCE

 	 
	 	By:  	/s/ Russell T. Wyman
 	 
	 	 	Name:  	Russell T. Wyman 	 
	 	 	Title:  	Vice President 	 
	 






8