exv10w36



 










Exhibit 10.36




	 	 	 	 	 
	 	 	 
	March 3, 2006 	 	 
	 	 	 
	 	 	 
	 



			
	Mr. Mark R. Keller

Chief Executive Officer

Republic Property Trust

1280 Maryland Avenue

Suite 280

Washington, DC 20024
	 	Mr. Gary Siegel

Chief Operating Officer and General Counsel

Republic Property Trust

1280 Maryland Avenue

Suite 280

Washington, DC 20024







			
	Re:	 	$150,000,000 Secured Revolving Credit
Facility (the “Facility”), for Republic
Property Limited Partnership (the
“Borrower”).





Gentlemen:




This letter (the “Mandate Letter”) will confirm the understanding of the Borrower and KeyBank
National Association (“KeyBank”), in its capacity as administrative agent (the “Administrative
Agent”), and KeyBanc Capital Markets (“KeyBanc”) in its capacity as sole lead arranger (“Lead
Arranger”), in connection with a Secured Revolving Credit Facility in an amount of up to
$150,000,000, (the “Facility”), as set forth in the Summary of Terms and Conditions dated February
28, 2006 attached hereto (the “Term Sheet”).



The Administrative Agent and Lead Arranger are pleased to arrange the Facility and move forward on
a good faith basis to form a syndicate of financial institutions (the “Lenders”) reasonably
acceptable to you for the Facility. The undertakings of the Administrative Agent and Lead Arranger
hereunder are subject to the satisfaction of each of the following conditions in a manner
acceptable to the Administrative Agent and Lead Arranger in their sole discretion:




	 	(a)	 	each of the terms and conditions set forth herein and to be set forth in the
definitive loan documentation for the Facility;
	 
	 	(b)	 	each of the terms and conditions set forth in the Term Sheet and Fee Letter;
	 
	 	(c)	 	the negotiation, execution and delivery of definitive documentation with
respect to the Facility consistent with the Term Sheet and otherwise satisfactory to
Agent.





This Mandate Letter combined with the Term Sheet and Fee Letter (collectively, the “Commitment
Documents”) represent an outline of the basis under which the Administrative Agent and Lead
Arranger are prepared to act. The terms and conditions of the Facility, while substantially
defined in the Commitment Documents, are not necessarily limited to those set forth in the
Commitment Documents.



Borrower agrees to actively assist the Administrative Agent and Lead Arranger in achieving a
syndication of the Facility that is satisfactory to the Administrative Agent, Lead Arranger and
Borrower. Syndication of the Facility will be accomplished by a variety of means, including direct
contact during the syndication between representatives of the Borrower and the proposed Lenders. 


 









 








To assist the Administrative Agent and Lead Arranger in the syndication effort, you hereby agree to
(a) provide and cause your advisors to provide the Administrative Agent and Lead Arranger and the
other Lenders upon request with all information reasonably deemed necessary by the Administrative
Agent and Lead Arranger to complete syndication, (b) assist the Administrative Agent and Lead
Arranger upon their reasonable request in the preparation of an Offering Memorandum to be used in
connection with the syndication of the Facility (the
Offering Memorandum shall be subject to your prior reasonable approval) and (c) otherwise assist
the Administrative Agent and Lead Arranger in their syndication efforts, including making available
officers and advisors of the Borrower from time to time to attend and make presentations regarding
the business and prospects of the Borrower, as appropriate, at a meeting or meetings of prospective
Lenders. You further agree to refrain from engaging in any additional debt financings for the
Borrower and its subsidiaries until the earlier of a successful syndication and a date 120 days
after the closing date of the Facility, unless otherwise agreed to by the Administrative Agent and
Lead Arranger. It is understood that the foregoing shall not be construed as limiting the Borrower
from causing its subsidiaries to incur, assume or maintain debt secured by properties of the
subsidiaries to the extent the same would be permitted under the terms contemplated for the
Facility.



It is understood and agreed that the Administrative Agent and Lead Arranger, after consultation
with you, will manage and control all aspects of the syndication, including decisions as to the
selection of proposed Lenders and any titles offered to proposed Lenders, when commitments will be
accepted and the final allocations of the commitments among the Lenders. It is understood that no
Lender participating in the Facility will receive compensation from you outside the terms contained
herein and in the Term Sheet in order to obtain its commitment. It is also understood and agreed
that the amount and distribution of the fees among the Lenders will be at the sole discretion of
the Administrative Agent and Lead Arranger and that any syndication in excess of the total Facility
amount will reduce the commitment of the Administrative Agent. No additional Administrative Agent
will be appointed without the prior approval of the Administrative Agent and Lead Arranger.



In the event the Facility cannot be successfully syndicated under the terms outlined in the Term
Sheet, the Borrower agrees that the Administrative Agent and Lead Arranger shall be entitled with
the consent of the Borrower (which shall not be unreasonably withheld, conditioned or delayed), to
change the structure or terms of the Facility, if the Administrative Agent and Lead Arranger
determine that such changes are advisable in order to ensure a successful syndication. The Term
Sheet shall be deemed to be amended to reflect such changes and the syndication process shall
continue. For purposes hereof, a successful syndication is one in which commitments (in compliance
with the terms of the Term Sheet) totaling in an amount equal to the Facility (including a
reduction of KeyBank’s commitment to its desired hold level of not greater than $50,000,000) have
been received and closed from financial institutions acceptable to the Lead Arranger and Borrower.



KeyBank’s commitment hereunder and in the Commitment Documents is not subject to the syndication of
the Facility. Until the closing date of the Facility, however, KeyBank’s commitment hereunder and
in the Commitment Documents is subject to the following conditions precedent: (a) each of the
terms and conditions set forth herein and in the Term Sheet and Fee Letter and to be set forth in
the definitive loan documentation for the Facility; (b) satisfactory completion of all due
diligence; (c) no material misstatements or omissions from the Information or Projections; (d)
KeyBank’s continuing satisfaction that there has not occurred any material adverse change in the
financial condition, business, operations, assets, or prospects of Borrower; (e) there not having
occurred and being continuing since the date hereof a material adverse change in the market for
syndicated loans of the types contemplated by the Term Sheet, or a material disruption of, or
material adverse change in, financial, banking, or capital market conditions which materially and
adversely affect the market for syndication of facilities of the types contemplated by the Term
Sheet, in each case as determined by the Administrative Agent and Lead Arranger in their sole
discretion;


 









 






and (f) the negotiation, execution, and delivery of definitive documentation with
respect to the Facility (“Loan Documents”) in form and substance satisfactory to Borrower, the
Administrative Agent, and their respective counsel, which Loan Documents will include, without
limitation, the terms and conditions set forth in the Commitment Documents and other provisions
customary for this type of financing transaction (in compliance with the terms of the Term Sheet).
If, on or before the closing date of the Facility, the Administrative Agent’s continuing review of
the Borrower discloses material adverse information relating to conditions or events not previously
disclosed to the Administrative Agent or additional developments in the condition (financial or
otherwise), assets, properties, business, operations, or prospects of Borrower and its
subsidiaries, taken as a whole, then the Administrative Agent may, in its sole discretion, require
reasonable changes in the Term Sheets (subject
to the provisions of the previous paragraph) to reflect alternative financing amounts or structures
that are satisfactory to the Administrative Agent or may withdraw its commitment.



The Borrower hereby represents, warrants and covenants that (i) all information, other than the
Projections (as defined below), which has been or is hereafter made available to the Administrative
Agent and Lead Arranger by you or any of your representatives in connection with the transactions
contemplated hereby (“Information”) is and will be complete and correct in all material respects
and does not and will not (to your knowledge) contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements contained therein not misleading and
(ii) all financial projections concerning the Borrower and its subsidiaries that have been or are
hereafter made available to the Administrative Agent and Lead Arranger by you or any of your
representatives (the “Projections”) have been or will be prepared in good faith based upon
reasonable assumptions. You agree to furnish us with such Information and Projections as we may
reasonably request and to supplement the Information and the Projections as we may reasonably
request and to supplement the Information and the Projections from time to time until the closing
date for the Facility so that the representation and warranty in the preceding sentence is correct
on such date. In arranging and syndicating the Facility, the Administrative Agent and Lead
Arranger will be using and relying on the Information and the Projections without independent
verification thereof.



By acceptance of this offer, the Borrower agrees (subject, however, to the terms and conditions of
the Fee Letter and Term Sheet) to reimburse the Administrative Agent and Lead Arranger for
reasonable out-of-pocket fees and expenses (including reasonable attorneys’ fees and expenses and
expenses of due diligence) incurred by third parties on behalf of the Administrative Agent and Lead
Arranger arising in connection with the negotiation, preparation, execution, and delivery of the
Commitment Documents or the Loan Documents, and out-of-pocket expenses in connection with the
closing of the financing and syndication of the Facility contemplated hereby, whether or not the
Facility closes.



In the event that KeyBank, the Administrative Agent, Lead Arranger, any other lenders, their
respective affiliates and their respective officers, directors, employees, agents, attorneys and
controlling persons (each, an “Indemnified Party”) become involved in any capacity in any action,
proceeding or investigation in connection with any matter contemplated by this letter, the Borrower
will reimburse the Indemnified Party for their legal and other expenses (including the cost of any
investigation and preparation) as they are incurred by the Indemnified Party, unless and only to
the extent that it shall be finally judicially determined that such involvement resulted from the
gross negligence or willful misconduct of the Indemnified Party or from the breach by the
Indemnified Party of their respective obligations under the Commitment Documents. The Borrower
also is to indemnify and hold harmless each Indemnified Party from and against any and all losses,
claims, damages and liabilities, joint or several, related to or arising out of any matters
contemplated by this letter, unless and only to the extent that it shall be finally judicially
determined that such losses, claims, damages or liabilities resulted from the gross negligence or
willful misconduct of the


 









 






Indemnified Party or from the breach by the Indemnified Party of their
respective obligations under the Commitment Documents.



The provisions of the immediately preceding two paragraphs shall remain in full force and effect
regardless of whether definitive financing documentation for the Facility shall be executed and
delivered and notwithstanding the termination of this letter or the commitments of the
Administrative Agent and Lead Arranger hereunder.



Neither this offer nor the undertaking and commitment contained herein may be disclosed to or
relied upon by any other person or entity other than your accountants, attorneys and other
advisors, without the prior written consent of the Administrative Agent and Lead Arranger, except
that following your acceptance hereof you may make public your disclosure hereof as required by law
or court order. Any public disclosure of the terms and conditions of this commitment must be
pre-approved by the Administrative Agent and Lead Arranger.



As described herein, KeyBanc will act as Lead Arranger for the Facility. The Administrative Agent
reserve the right to allocate, in whole or in part, to Lead Arranger certain fees payable to the
Administrative Agent
in such manner as the Administrative Agent and Lead Arranger agree in their sole discretion. You
acknowledge and agree that the Administrative Agent may share with any of its affiliates any
information relating to the Facility, the Borrower and its subsidiaries and affiliates.



This letter shall be governed by the laws of the State of New York without regard to its principles
of conflicts of laws. This letter may be modified or amended only in writing. This letter is not
assignable by the Borrower without the prior written consent of the Administrative Agent and Lead
Arranger. This letter supersedes and replaces any and all proposals or Term Sheet (other than the
Commitment Documents attached hereto) previously delivered by the Administrative Agent and Lead
Arranger to the Borrower relating to the Facility.



Neither KeyBank, Administrative Agent nor Lead Arranger shall be required to pay any brokerage fees
or commissions arising from the issuance of this letter or the Facility and Borrower agrees to
defend, indemnify and hold KeyBank, Administrative Agent and Lead Arranger harmless from and
against any and all cost, claim, liability, damage or expense (including but not limited to
reasonable attorneys’ fees) in connection therewith.



In no event shall KeyBank, Administrative Agent or Lead Arranger be liable to Borrower for any
damages caused or alleged to be caused by the failure of any lender other than KeyBank to fund its
proportionate share of the Facility. Furthermore, in no event shall KeyBank, Administrative Agent
or Lead Arranger be liable to Borrower for punitive damages, exemplary damages or consequential
damages, including, without limitation lost profits, as a result of or in connection with KeyBank
failing or refusing to fund the Facility, or for a breach of any nature by KeyBank or Lead Arranger
of its obligations under or in connection with this letter or the Facility prior to or simultaneous
with the funding of the Facility, and Borrower waives all claims for punitive damages, exemplary
damages and consequential damages in connection with KeyBank failing or refusing to fund the
Facility or any portion thereof or KeyBank or Lead Arranger breaching any of their respective
obligations, and in connection with any and all breaches on the part of KeyBank or Lead Arranger
that may occur prior to or simultaneous with the funding of the Facility.



This letter is made and entered into for the sole protection and legal benefit of the Borrower and
KeyBank and Lead Arranger and no other person shall be a direct or indirect legal beneficiary of,
or have any direct or indirect cause of action or claim in connection with, this Letter.



This commitment will expire 5:00 p.m. Eastern Time on March 7, 2006 unless Borrower executes and
delivers this letter to the Administrative Agent prior to that time, whereupon this letter shall


 









 






become a binding agreement. Within five business days of the execution of this letter by the
Borrower, a deposit of $250,000 shall be delivered to KeyBank. Thereafter, the above undertaking
and commitment will expire at 5:00 Eastern Time on May 8, 2006, unless definitive documentation for
the Facility is executed and delivered prior to that time.



Very truly yours,




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION 

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



	 	 	 	 	 
	 	KEYBANC CAPITAL MARKETS 

 	 
	 	By:  	Douglas P. Harmon
	 
	 	 	Name:  	Douglas P. Harmon 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Acknowledged and agreed to this
third day of March, 2006.
	 	 	 
	 	 	 
	 	 	 
	 



REPUBLIC
PROPERTY LIMITED PARTNERSHIP

     By Republic Property Trust, as general partner



	 	 	 	 	 
	 	By:  	/s/
Gary R. Siegel	 
	 
	 	Name:	Gary R. Siegel	 
	 
	 	Title:  	Chief
Operating Officer	 





 









 










Summary of Terms and Conditions




REPUBLIC PROPERTY TRUST




$150 Million Secured Revolving Credit Facility




March 2006




 





	 	 	 
	BORROWER:

	 	Republic Property Limited Partnership (the “Operating Partnership”), the operating partnership of
Republic Property Trust.
	 
	 	 
	GUARANTOR:

	 	Republic Property Trust (“RPB”) and each Subsidiary of the Operating Partnership that directly owns a
Collateral Pool Property.
	 
	 	 
	LEAD ARRANGER:

	 	KeyBanc Capital Markets (“KeyBanc”).
	 
	 	 
	ADMINISTRATIVE
	 	 
	AGENT:

	 	KeyBank National Association (“KeyBank” or “Administrative Agent”).
	 
	 	 
	LENDERS:

	 	Syndicate of Lenders acceptable to KeyBanc and the Borrower.
	 
	 	 
	FACILITY:

	 	A $150 million (the “Aggregate Revolving Commitment”) secured revolving credit facility (the
“Facility”). Documentation will enable the Aggregate Revolving Commitment to be increased to $250
million upon Borrower’s request and approval of the Administrative Agent. The increased commitment may
be provided by any existing Lender or new Lenders but no Lender will be required to assume any
increase. Subject to the terms of the Facility documents, the Borrower may borrow, repay and re-borrow
amounts under the Facility.
	 
	 	 
	PURPOSE:

	 	Proceeds of the Facility are to be used for general corporate purposes.
	 
	 	 
	SWINGLINE:

	 	A Swingline of $30 million shall be made available by the Administrative Agent for same
day borrowings at the Base Rate plus the Applicable Base Rate Margin.
Advances under






 









 






	 	 	 
	 

	 	the Swingline, when aggregated with other borrowings and all letters of credit under the Facility,
may not exceed the Available Amount. Each Lender shall be unconditionally obligated to
purchase its pro rata share of any Swingline advance made by the Administrative
Agent. Swingline advances shall be payable on demand but in no event
shall any Swingline advance be outstanding for more than five days.
	 
	 	 
	A.        LETTERS OF
	 
	 
	 	 
	CREDIT:

	 	          Up to $30 million of the Aggregate Revolving
Commitment shall be available for the issuance of letters
of credit, with the Administrative Agent being the issuing
bank. Each Lender shall purchase a risk participation
interest in each letter of credit equal to its pro rata
portion of the Aggregate Revolving Commitment. There shall
be an issuance fee of the greater of (a) $1,500 or (b)
0.125% of the face amount of each letter of credit paid to
the Administrative Agent only at the time of issuance of
such letter of credit, and a per annum letter of credit fee
(based on the face amount of each outstanding letter of
credit) equal to the Applicable Margin for LIBOR Rate
loans, payable to the Lenders quarterly in arrears.
Unreimbursed drawings under a Letter of Credit shall be
deemed to be advances under the Facility and shall bear
interest at the Base Rate plus the Applicable Base Rate
Margin.
	 
	 	 
	INITIAL TERM:

	 	     Three years from closing.
	 
	 	 
	AMORTIZATION:

	 	     Interest only.
	 
	 	 
	EXTENSION
	 	 
	OPTION:

	 	The Borrower shall have the option to extend the Facility
for one additional year provided that (i) at least 90 days
prior to the maturity date, the Borrower provides written
notice of its intent to exercise the Extension Option, (ii)
no Defaults or Events of Default shall then be in
existence, (iii) all representations and warranties are
true and accurate in all material respects at the time of
such extension and (iv) the Extension Fee is paid.
	 
	 	 
	EXTENSION FEE:

	 	15 basis points of the Aggregate Revolving Commitment
payable to the Administrative Agent for the benefit of the
Lenders.






 









 






	 	 	 
	INTEREST RATE:

	 	The Interest Rate will be determined based on the Operating
Partnership’s Corporate Leverage ratio as outlined below:











	 	 	 	 	 
	 	 	APPLICABLE LIBOR	 	APPLICABLE BASE RATE
	 	 	MARGIN (BASIS POINTS)	 	MARGIN (BASIS POINTS)
	 
	£ 50%
	 	115
	 	0
	 
	>50% and £ 55%
	 	125
	 	0
	 
	>55% and £ 60%
	 	140
	 	0
	 
	>60% and £ 65%
	 	155
	 	25
	 
	>65%
	 	190
	 	50








	 	 	 
	 

	 	LIBOR Rate interest periods shall be one, two, three or six
months. Interest on Base Rate loans shall be payable, in arrears, on
the first day of each month, upon any prepayment and at final
maturity. Interest on LIBOR Rate loans shall be payable in arrears
on a monthly basis, upon any prepayment and at final maturity.
Interest on all loans and fees shall be calculated for actual days
elapsed on the basis of a 360-day year for LIBOR Rate loan and 365-
or 366-day year, as applicable, otherwise.
	 
	 	 
	 

	 	In no event may the Borrower elect an interest period for a LIBOR
Rate loan which would extend beyond the maturity date of the Facility
and, unless all of the Lenders otherwise agree, in no event may there
be more than six different interest periods for LIBOR Rate loans
outstanding under the Facility at any one time. LIBOR Rate loans
shall be in the






 









 






	 	 	 
	 

	 	minimum
aggregate amount of $1,000,000 (and integral
multiples of $250,000 in excess thereof).
	 
	 	 
	 

	 	Facility documentation will include customary provisions (a)
protecting the Lenders against increased costs or loss of yield
resulting from changes in reserve, tax, capital adequacy and other
requirements of law (under the US banking system) and (b)
indemnifying the Lenders for breakage costs incurred in connection
with among other things, any failure to borrow, and any prepayment of
a LIBOR Rate loan on a day other than the last day of an interest
period with respect thereto. After default, the interest rate will
be equal to the Base Rate plus the Applicable Base Rate
Margin plus 3% per annum.
	 
	 	 
	UNUSED FEE:

	 	The Borrower shall pay a per annum fee (“Unused Fee”) to
the Lenders equal to a percentage (“Unused Fee Rate”) of
the unused Aggregate Revolving Commitment. The Unused
Fee shall be based on the average daily “unused” amount
for the quarter and will be paid quarterly in arrears.
The Unused Fee, in basis points, shall be set based on
the amount of usage of the Aggregate Revolving
Commitment as follows:






	 	 	 
	Usage
	 	Unused Fee
	< 50%
	 	20.0
	> 50%
	 	12.5






	 	 	 
	AVAILABLE AMOUNT:

	 	The lesser of (i) the Aggregate Revolving Commitment or
(ii) the Collateral Pool Availability.
	 
	 	 
	ELIGIBLE REAL

ESTATE PROPERTY:

	 	Property which satisfies all of the requirements under
the Credit Agreement, including the following:






	 	 	 
	(i)

	 	Is an office property that is
either owned in fee or subject to a ground lease (acceptable to
Administrative Agent and limited to 15% of the Collateral Pool
Value) by the Borrower or any wholly-owned Subsidiary of the
Borrower and the owner of such property has been added as a
Guarantor;
	 
	 	 
	(ii)

	 	For which the Administrative
Agent has received the following: i) historic operating
statements, if available; ii) rent rolls; iii) projected
operating budgets; iv) budget for any near term capital
expenditures; and v) and such other due diligence information as
the Administrative Agent may request;
	 
	 	 
	(iii)

	 	Is free of all material
structural defects or major architectural deficiencies, title
defects, environmental conditions or other adverse matters;






 









 






	 	 	 
	ADDITIONS/SUBSTITUTIONS
	 	 
	TO COLLATERAL POOL:
	 	 
	 

	 	After the initial closing of the Facility, additional Eligible Real
Estate Property may be added to and/or substituted within the
Collateral Pool Properties subject to Requisite Lender approval.
Requisite Lenders will provide such approval within 10 business days.
Any Property that does not qualify as an Eligible Real Estate
Property may be added subject to receipt of Collateral Documents and
approval of all Lenders. Any Lender not responding within that time
frame will be deemed to have approved the addition.
	 
	 	 
	REMOVAL FROM
	 	 
	COLLATERAL POOL:

	 	Any Collateral Pool Property may be removed, so long as
there is no default, subject to receipt by the
Administrative Agent of a pro forma covenant compliance
certificate demonstrating continued
compliance with all financial covenants and continued satisfaction of
the Collateral Pool Availability requirements.
	 
	 	 
	 

	 	Notwithstanding, there must be at least two Collateral Pool
Properties at all times and the Collateral Pool Value must at all
times be equal to or greater than $150,000,000.
	 
	 	 
	COLLATERAL
	 	 
	DOCUMENTS:

	 	Acceptance of Eligible Real Estate as a Collateral Pool Property is subject to
delivery of the following: i) an Appraisal; ii) a current survey; iii) a Phase
I environmental audit; iv) a mortgage and other security documents requested
by the Administrative Agent; v) title insurance; vi) copies of major leases;
and vii) tenant estoppels and SNDA as requested by the Administrative Agent.
All of the foregoing shall be satisfactory to the Administrative Agent, and in
the case of the Appraisal and the environmental audit, satisfactory to the
Requisite Lenders.
	 
	 	 
	MANDATORY
	 	 
	PREPAYMENT:

	 	If at any time the aggregate principal amount outstanding under the Facility
(including letters of credit) exceeds the then applicable Available Amount,
after taking into account any substitution or release of Collateral Pool
Properties, Borrower shall be required to make a mandatory principal payment
under the Facility in an amount at least equal to such excess. Such repayment
must be made within five business days.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	FINANCIAL
	 	 	 	 	 	 	 	 	 	 
	COVENANTS:	 	 	 	 	 	Financial Covenants will be met by Operating Partnership at all times on a
consolidated basis but only reported quarterly or more often as required.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	Maximum Corporate Leverage:
	 	 	70.0	%
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	The ratio of Total Indebtedness to Gross Asset Value.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Minimum Corporate Fixed Charge Coverage Ratio:
	 	1.45 to 1.00

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	The ratio of Adjusted EBITDA to Fixed Charges.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Minimum Tangible Net Worth:
	 	TBD

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Minimum Tangible Net Worth will at no time be less than (i) TBD (85%
of level at closing) plus (ii) 75% of the net cash
proceeds of issuances of Equity Interests.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	Dividend Payout/Distributions:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	RPB, the Borrower and its Subsidiaries will not declare or make any
distributions or other Restricted Payments except that they may do
the following so long as no Default or Event of Default
exists or would result. RPB and the Borrower may declare or make cash
distributions to its shareholders or unitholders during any four
quarter period not to exceed the greater of (i) 95% of the Funds From
Operations for such period (commencing 6/30/07) or (ii) the amount
required for RPB to remain a REIT.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Regardless of the above, during the continuance of an Event of
Default, RPB shall only make cash distributions sufficient to remain
a REIT. If an Event of Default resulting from nonpayment or
bankruptcy exists, or if the Borrower’s obligations under the
Facility have been accelerated, RPB, the Borrower and its
Subsidiaries may not make any Restricted Payments.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.	 	 	Recourse Debt:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	RPB, Borrower and its Subsidiaries may have recourse debt, excluding
the subject Facility, up to 30% of Gross Asset Value.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	6.	 	 	Minimum Collateral Pool Debt Service
Ratio: 1.40 to 1.00
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	The ratio of aggregate annualized NOI of the Collateral Pool
Properties for the preceding two fiscal quarters divided by the
Implied Debt Service.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	7.	 	 	Minimum Aggregate
Collateral Pool Leasing Level: 80%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	The aggregate weighted average of the Leased Space of the Collateral
Pool Properties must be equal to or greater than 80.0% based on
square footage as of the end of each fiscal quarter. Presidents Park
II will be excluded from the calculation of this covenant until the
period ended 3/31/07.
	 
	 	 	 	 	 	 	 	 	 	 
	OTHER COVENANTS:	 	 	 	 	 	The Facility documentation shall include affirmative and negative
covenants usual and customary for financings generally and for this Facility in particular,
including, but not limited to, the following: (i) preservation of existence; (ii) maintenance
of properties; (iii) compliance with laws (including environmental laws and ERISA matters) in
all material respects and contractual obligations; (iv) payment of taxes and claims subject to
customary rights to contest and requirements for reserves; (v) maintenance of insurance; (vi)
limitation on liens and negative pledges; (vii) inspections; (viii) maintenance of financial
records; (ix) transactions with affiliates; (x) limitation on mergers, consolidations and
sales of all or substantially all assets; and, (xi) maintenance of RPB’s REIT status and
listing and trading on any national securities exchange.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	b)	 	 	REPORTING
	 
	 	 	 	 	 	 	 	 	 	 
	REQUIREMENTS:	 	 	 	 	 	Not later than 15 days following the filing of RPB’s Form 10-Q with the Securities
and Exchange Commission for the first
three fiscal quarters of RPB, but in any event within 60 days after
the end of each such fiscal quarter, RPB shall provide quarterly
unaudited consolidated financial statements (including a consolidated
balance sheet and income statement) to the Lenders in form and
substance satisfactory to the Administrative Agent, such quarterly
statements to be certified by RPB’s chief financial officer or chief
accounting officer;
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Not later than 15 days following the filing of RPB’s Form 10-K
with the Securities and Exchange Commission for each fiscal year of
RPB, but in any event within 120 days after the end of each such
year, RPB shall provide annual audited consolidated financial
statements (including a consolidated balance sheet, income statement
and statement of cash flows) to the Lenders in form and substance
satisfactory to the Administrative Agent, such







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	financial statements
to be certified by (a) RPB’s chief financial officer or chief
accounting officer and (b) independent certified public accountants
of recognized national standing, whose certificate shall be
unqualified.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Together with such quarterly and annual financial statements, RPB
shall provide (a) a compliance certificate (and all back-up
calculations) from the chief financial officer or chief accounting
officer confirming that RPB and the Borrower are in compliance with
all of the covenants of the Loan Documents and that there is no other
default under any of the Loan Documents and (b) other information as
reasonably requested by the Administrative Agent.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	In addition, concurrently with the delivery of RPB’s annual and
quarterly financial statements, RPB shall also provide (i) quarterly
operating statements and (ii) a current rent roll for each Collateral
Pool Property.
	 
	 	 	 	 	 	 	 	 	 	 
	ENVIRONMENTAL
	 	 	 	 	 	 	 	 	 	 
	MATTERS:	 	 	 	 	 	Borrower and Guarantors shall indemnify the
Administrative Agent, the Lenders and their successors
and assigns with respect to environmental matters.
	 
	 	 	 	 	 	 	 	 	 	 
	REPRESENTATIONS:	 	 	 	 	 	The Borrower and Guarantors will make usual
representations and warranties as of the closing and in
connection with each loan including, without limitation,
corporate existence and standing, authorization and
validity, no conflicts, government consents, absence of
litigation and contingent obligations, taxes,
subsidiaries, compliance with laws, ownership of
properties, existing liens, existing debt, solvency,
margin stock, insurance, absence of default or unmatured
default and continued accuracy of representations with
respect to its financial statements, ERISA, REIT status,
and absence of material adverse change.
	 
	 	 	 	 	 	 	 	 	 	 
	CONDITIONS
	 	 	 	 	 	 	 	 	 	 
	PRECEDENT:	 	 	 	 	 	Customary conditions to each advance (including, without
limitation, certification of absence of default or
unmatured default, absence of material litigation,
absence of material adverse change from the Borrower’s
and Guarantor’s financial condition and operations and
accuracy of representations and warranties) shall apply.
Additional conditions precedent to the initial advance
will include, without limitation, the delivery of
customary closing documents including, without
limitation, opinions of outside legal counsel of the
Borrower and the Guarantors.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	EVENTS OF
	 	 	 	 	 	 	 	 	 	 
	DEFAULT:	 	 	 	 	 	In addition to such other Events of Default as Lenders
shall deem appropriate, the occurrence of any of the
following shall constitute an Event of Default under the
Facility Agreement and Lenders shall have no obligation
to make further disbursements of the Facility, and the
outstanding balance of the Facility shall be immediately
due and payable:






	 	 	 
	a)

	 	Failure to pay principal
when due;
	 
	 	 
	b)

	 	Failure to pay interest,
fees or any other obligation under the Facility documents
within five business days after due;
	 
	 	 
	c)

	 	Violation of any
financial covenant or any negative covenant;
	 
	 	 
	d)

	 	Violation of other
covenants, subject to a customary grace period;
	 
	 	 
	e)

	 	Material
misrepresentation;
	 
	 	 
	f)

	 	Event of default by
Borrower, Guarantors or any consolidated Subsidiary on any
recourse debt obligations (including guaranties) or any
non-recourse debt obligations aggregating in excess of
$20,000,000;
	 
	 	 
	g)

	 	Liquidation,
reorganization, insolvency or bankruptcy of the Borrower,
Subsidiaries or any Guarantor;
	 
	 	 
	h)

	 	The Borrower or any
Guarantor shall disavow, revoke or terminate any Facility
document or shall otherwise challenge or contest in the
validity or enforceability of any Facility document
(including any mortgage);
	 
	 	 
	i)

	 	Judgments against the
Borrower or any Guarantor for an amount in excess of
$10,000,000 per occurrence or in aggregate in any calendar
year, or against any Subsidiary that is not a Guarantor for
an amount in excess of $20,000,000 per occurrence or in
aggregate in any calendar year, in each case, that remain
unsatisfied or unstayed for more than 60 days and which are
uninsured;
	 
	 	 
	j)

	 	Failure to remediate
within the time period permitted by law or governmental
order (or within a reasonable






 









 






	 	 	 
	 

	 	time given the nature of the
problem if no specific time period has been given) material
environmental problems related to properties whose aggregate
book values are in excess of $10,000,000 after all
administrative hearings and appeals have been concluded.
	 
	 	 
	k)

	 	Neither the Borrower nor
Guarantors, nor Consolidated subsidiaries may sell, transfer
or dispose of assets in one transaction or a series of
transaction with a Gross Asset Value of more than 20% of
Gross Asset Value in any four quarters without the approval
of Administrative Agent and Requisite Lenders (a sale of the
property at 1425 New York Avenue is excluded from this
restriction). Neither the Borrower, Guarantors or
Consolidated subsidiaries may consolidate or merge with any
other entity without the consent of Requisite Lenders and
fulfillment of the following requirements: 1) The Company is
the surviving entity, and 2) After giving effect to the
transaction, the Company remains in compliance with all
terms of the Facility.
	 
	 	 
	l)

	 	Failure to maintain REIT
status;
	 
	 	 
	m)

	 	Customary change of
control or management defaults; and
	 
	 	 
	n)

	 	Violation of ERISA
regulations.






	 	 	 
	ASSIGNMENTS/
	 	 
	PARTICIPATIONS:

	 	Each Lender will be permitted to make assignments in
minimum amounts of $5,000,000 and integral multiples of
$1,000,000 in excess thereof, subject (other than
assignments to a Lender or an affiliate of a Lender) to
the consent of the Borrower (so long as no Default or
Event of Default then exists under the Facility) and the
Administrative Agent, such approval, in each case, not to
be unreasonably withheld. Lenders will be permitted to
sell participations with voting rights limited to
significant matters such as changes in amount, rate and
maturity date and releases of any of the Guarantors. An
assignment fee of $3,500 shall be payable by any assigning
Lender to the Administrative Agent upon the effectiveness
of any such assignment (including, but not limited to, an
assignment by a Lender to another Lender). Lenders shall
have the right to disclose information to prospective
participants and assignees.






 









 






	 	 	 
	WAIVERS AND
	 	 
	AMENDMENTS:

	 	Amendments and waivers of the provisions of the definitive
Facility documentation will require the approval of
Requisite Lenders, except that the consent of all of the
Lenders shall be required with respect to (a) increases in
the commitment of Lenders or the Aggregate Revolving
Commitment (except in accordance with the ability to
increase the Facility up to $250 million as outlined in
the Facility section), (b) reductions of principal
payments, interest, or fees, (c) extensions of scheduled
maturities (other than the Extension Option) or times for
payment, and (d) releases of any Guarantor (other than as
expressly permitted under the Facility documents).
	 
	 	 
	EXPENSES:

	 	The Borrower will pay all costs and expenses associated
with the preparation, due diligence, administration,
syndication and enforcement of all documentation executed
in connection with the Facility, including, without
limitation, the legal fees of counsel to the
Administrative Agent and the Lead Arranger (which counsel
may include their respective employees), regardless of
whether or not the Facility is closed. The Borrower will
also pay the expenses of each Lender in connection with
the “workout” or enforcement of any loan documentation for
the Facility.






 









 





DEFINITIONS




Adjusted EBITDA: means, on any date of determination, EBITDA less Capital Improvement
Reserve for the period of two fiscal quarters most recently ended.



Appraisal: means, in respect of any Collateral Pool Property, an M.A.I. appraisal
commissioned by and addressed to a financial institution (acceptable to Administrative Agent as to
form, substance and appraisal date), prepared by a professional appraiser acceptable to the
Administrative Agent, having at least the minimum qualifications required under applicable law
governing the Administrative Agent and the Lenders, including FIRREA, and determining the “as is”
market value of such Property as between a willing buyer and a willing seller.



Appraised Value: means, with respect to any Collateral Pool Property, the “as is” market
value of such Property as reflected in the then most recent Appraisal of such Collateral Pool
Property as the same may have been reasonably adjusted by the Administrative Agent based upon its
internal review of such Appraisal which is based on criteria and factors then generally used and
considered by the Administrative Agent in determining the value of similar properties, which review
shall be conducted prior to acceptance of such Appraisal by the Administrative Agent.



Base Rate: means the per annum rate of interest equal to the greater of (a) the prime rate
or (b) the federal funds rate plus one-half of one percent (0.5%).



Capital Improvement Reserve: means, for any period an amount equal to (a) $0.30 per square
foot times, (b) a fraction, the numerator of which is the number of days in such period and the
denominator of which is 365. The term Capital Improvement Reserve shall be determined on an
aggregate basis with respect to all Properties of the Borrower and its Subsidiaries and a
proportionate share of all Properties of all Unconsolidated Affiliates.



Capitalization Rate: means 7.00% for Properties located in the District of Columbia, and
7.75% for other Properties.



Capitalized Lease Obligations: means obligations under a lease that are required to be
capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized
Lease Obligation is the capitalized amount of such obligation as would be required to be reflected
on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable
date.



Collateral Pool Availability: means an amount equal to 65% of the Collateral Pool Value.



Collateral Pool Property(ies): means those properties designated as such at close and
properties that were subsequently added as permitted herein.



 









 








Collateral
Pool Value: means the sum of the value of the Collateral Property Values of
the Collateral Pool Properties.



Collateral Property Value:  means an amount equal to the “as is” Appraised
Value of such Collateral Pool Property.



Construction-in-Process (“CIP”): means, with respect to any Property, cash expenditures
for land and improvements (including indirect costs internally allocated and development costs) in
accordance with GAAP on such Property that is under development or will commence development within
twelve months.



Derivatives Contract: means any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement. Not in limitation of the foregoing, the term
“Derivatives Contract” includes any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.



Derivatives Termination Value: means, in respect of any one or more Derivatives Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such
Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been
closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such
Derivatives Contracts (which may include the Agent or any Lender).



EBITDA: means, with respect to a Person for any period: (a) net income (or loss) of such
Person for such period determined on a consolidated basis (prior to any impact from minority
interests), in accordance with GAAP, exclusive of the following (but only to the extent
included in determination of such net income (or loss)): (i) depreciation and amortization expense;
(ii) Interest Expense; (iii) income tax expense; (iv) extraordinary or non-recurring gains and
losses; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates. The
EBITDA will be adjusted to remove all impact of straight lining of rents and amortization of
intangibles pursuant FAS 141.


 









 








Equity Interest: means, with respect to any Person, any share of capital stock of (or
other ownership or profit interests in) such Person, any warrant, option or other right for the
purchase or other acquisition from such Person of any share of capital stock of (or other ownership
or profit interests in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or
option for the purchase or other acquisition from such Person of such shares (or such other
interests), and any other ownership or profit interest in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any
date of determination.



Fixed Charges: means, on any date of determination, the sum of (a) Interest Expense of
RPB, the Borrower and its Subsidiaries determined on a consolidated basis for the period of two
fiscal quarters most recently ended (both expensed and capitalized), (b) all regularly scheduled
principal payments made with respect to Indebtedness of RPB, the Borrower and its Subsidiaries
during such period, other than any balloon, bullet or similar principal payment which repays such
Indebtedness in full, and (c) all Preferred Dividends paid during such period. Fixed Charges shall
include a proportionate share of the Fixed Charges of all Unconsolidated Affiliates for such
period.



Funds From Operations: means, with respect to a Person and for a given 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 (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 after adjustments for unconsolidated affiliates. Adjustments for
unconsolidated affiliates will be recalculated to reflect funds from operations on the same basis.



Gross Asset Value (“GAV”): means, on any date of determination, the sum of all of the
following of the Borrower and its Subsidiaries: (a) unrestricted cash and cash equivalents held by
Borrower and its Subsidiaries on such date, plus (b) with respect to each completed and stabilized
Property owned by the Borrower or any Subsidiary, (i)(x) the NOI attributable to such Property for
the period of two fiscal quarters most recently ended, times (y) 2, divided by (ii) the
Capitalization Rate, plus (c) Properties acquired during the initial term of the Facility at the
lesser of (i) the cost or (ii) NOI attributed to such acquired Property capped at 6.50%, plus (d)
the aggregate CIP of all Properties under development until the earlier of the (i) one year
anniversary date of project completion or (ii) the first quarter after the project achieves 85%
occupancy, plus (e) the cost of Unimproved Land on such date. Borrower’s pro rata share of
Unconsolidated Affiliates will be included in GAV calculations consistent with the above described
treatment for wholly owned assets. For purposes of determining Gross Asset Value, NOI from
Properties acquired or disposed of by the Borrower or any Subsidiary during the period of two
fiscal quarters most recently ended shall be excluded.



Guarantors: means, individually and collectively, as the context shall require: (i) RPB,
and (ii) each Subsidiary directly owning a Collateral Pool Property.



 









 








Implied Debt Service: means, as of a given date, an amount equal to the annual principal
and interest payment sufficient to amortize in full during a 30-year period the aggregate principal
balance of Loans outstanding as of such date calculated using an interest rate equal to 1.5% plus
the greater of (i) the yield on a 10 year United States Treasury Note at such time as determined by
the Agent or (ii) 5.00%.



Indebtedness: means, with respect to a Person, at the time of computation thereof, all of
the following (without duplication): (a) all obligations of such Person in respect of money
borrowed; (other than trade debt incurred in the ordinary course of business not more than 180 days
past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by
notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced
by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money
indebtedness, conditional sales contracts, title retention debt instruments or other similar
instruments, upon which interest charges are customarily paid or that are issued or assumed as full
or partial payment for property or services rendered; (c) Capitalized Lease Obligations of such
Person; (d) all reimbursement obligations of such Person under any letters of credit or acceptances
(whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of
such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase
obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding
agreement (excluding any such obligation to the extent the obligation can be satisfied by the
issuance of Equity Interests)); (g) net obligations under any Derivatives Contract not entered into
as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value
thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise
recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of
funds, environmental indemnities and other similar exceptions to recourse liability (but not
exceptions relating to bankruptcy, insolvency, receivership or other similar events)); (i) all
Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any lien on property or assets owned by
such Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness
of any Unconsolidated Affiliate of such Person. All such figures to be adjusted to negate the
effects of FAS 141.



Interest Expense: means, on any date of determination, RPB’s and the Operating
Partnership’s total interest expense incurred (in accordance with GAAP) for the period of two
fiscal quarters most recently ended, including capitalized interest (but excluding interest funded
under a construction loan), on a consolidated basis plus RPB’s and Operating Partnership’s pro rata
share of Interest Expense from joint venture Investments and Unconsolidated Affiliates, without
duplication for such period.



Leased Space: means leased and paying rent.



Net Operating Income or NOI: means, for any Property and for a given period, the
sum of the following (without duplication): (a) rents and other revenues received in the ordinary
course from such Property (excluding pre-paid rents and revenues and security deposits except to
the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all 


 









 






expenses
paid or accrued related to the ownership, operation or maintenance of such Property, including but
not limited to taxes, assessments and the like, insurance, utilities, payroll costs, maintenance,
repair and landscaping expenses, marketing expenses, and general and administrative expenses
(including an appropriate allocation for legal, accounting, advertising, marketing and other
expenses incurred in connection with such Property, but specifically excluding general overhead
expenses of the Borrower or any Subsidiary and any property management fees) minus (c) the
Capital Improvement Reserve for such Property as of the end of such period minus (d) the
greater of (i) the actual property management fee paid during such period and (ii) an imputed
management fee in the amount of three percent (3.0%) of the gross revenues for such Property for
such period. The NOI shall include such Person’s pro rata share of NOI of its Unconsolidated
Affiliates. The NOI will also be adjusted to remove any impact from straight line rents or from
amortization of intangibles pursuant FAS 141.



Off-Balance Sheet Obligations: means liabilities and obligations of RPB, the Borrower, any
Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in the
SEC Off-Balance Sheet Rules) which RPB would be required to disclose in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of RPB’s report
on Form 10-Q or Form 10-K (or their equivalents) which RPB is required to file with the
Securities and Exchange Commission (or any Governmental Authority substituted therefore). As used
in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s
Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182,
68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).



Person: means an individual, corporation, partnership, limited liability company,
association, trust or unincorporated organization, or a government or any agency or political
subdivision thereof.



Preferred Dividends: means, for any period and without duplication, all Restricted
Payments paid during such period on Preferred Securities issued by RPB, the Borrower or a
Subsidiary. Preferred Dividends shall not include dividends or distributions (a) paid or payable
solely in Equity Interests payable to holders of such class of Equity Interests; (b) paid or
payable to the Borrower or a Subsidiary; or (c) constituting or resulting in the redemption of
Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar
redemptions in full.



Preferred Securities: means, with respect to any Person, Equity Interests in such Person,
which are entitled to preference or priority over any other Equity Interest in such Person in
respect of the payment of dividends or distribution of assets upon liquidation or both.



Property: means any parcel of real property owned or leased (in whole or in part) or
operated by the Borrower, any Subsidiary or any Unconsolidated Affiliate of the Borrower and which
is located in the United States of America.



Requisite Lenders: means Lenders with 66 2/3% of the Aggregate Revolving Commitment.



 









 








Restricted Payment: means (a) any dividend or other distribution, direct or indirect, on
account of any Equity Interest of RPB, the Borrower or any Subsidiary now or hereafter outstanding,
except a dividend payable solely in Equity Interests of identical class to the holders of that
class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Borrower
or any Subsidiary now or hereafter outstanding; and (c) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests
of RPB, the Borrower or any Subsidiary now or hereafter outstanding.



Subsidiary: means, for any Person, any corporation, partnership or other entity of which at
least a majority of the Equity Interest having by the terms thereof ordinary voting power to elect
a majority of the board of directors or other individuals performing similar functions of such
corporation, partnership or other entity (without regard to the occurrence of any contingency) is
at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all
Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.



Tangible Net Worth: means, as of a given date, Gross Asset Value less Total Indebtedness.



Total Indebtedness: means, on any date of determination, all Indebtedness of RPB, the
Borrower and all Subsidiaries determined on a consolidated basis on such date, including the pro
rata share of Unconsolidated Affiliates.



Unconsolidated Affiliates: means, with respect to any Person, any other Person in whom
such Person holds an Investment, which Investment is accounted for in the financial statements of
such Person on an equity basis of accounting and whose financial results would not be consolidated
under GAAP with the financial results of such Person on the consolidated financial statements of
such Person.



Unimproved Land: means, on any date of determination, land on which no development (other
than improvements that are not material and are temporary in nature) has occurred and for which no
construction is planned in the following 12 months.