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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).
    (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.




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KEYBANK NATIONAL ASSOCIATIONBy:

/s/
Michael P. SzubaName:
    Michael P. SzubaTitle:
    Vice President KEYBANC CAPITAL MARKETSBy:
    Douglas P. HarmonName:
    Douglas P. HarmonTitle:
    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. SiegelName:
Gary R. SiegelTitle:
Chief
Operating Officer




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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).ADMINISTRATIVEAGENT:
    
    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




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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 OFCREDIT:
    
    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.EXTENSIONOPTION:
    
    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.




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INTEREST RATE:
    
    The Interest Rate will be determined based on the Operating
Partnerships Corporate Leverage ratio as outlined below:
  APPLICABLE LIBOR
    
    APPLICABLE BASE RATEMARGIN (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




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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 ApplicableBase 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;




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ADDITIONS/SUBSTITUTIONSTO 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 FROMCOLLATERAL 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.COLLATERALDOCUMENTS:
    
    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.MANDATORYPREPAYMENT:
    
    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.




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FINANCIALCOVENANTS:
    
    
    
    
    
    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 1.00The ratio of Adjusted EBITDA to Fixed Charges.3.
    
    
    Minimum Tangible Net Worth:
    
    TBDMinimum 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.




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6.
    
    
    Minimum Collateral Pool Debt Service
Ratio: 1.40 to 1.00The 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)
    
    
    REPORTINGREQUIREMENTS:
    
    
    
    
    
    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




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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.ENVIRONMENTALMATTERS:
    
    
    
    
    
    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.CONDITIONSPRECEDENT:
    
    
    
    
    
    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.




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EVENTS OFDEFAULT:
    
    
    
    
    
    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




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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; andn)
    
    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.




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WAIVERS ANDAMENDMENTS:
    
    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.




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DEFINITIONS
 Adjusted EBITDA :
 Appraisal :
 Appraised Value :
 Base Rate :
 Capital Improvement Reserve :
 Capitalization Rate :
 Capitalized Lease Obligations :
 Collateral Pool Availability:
 Collateral Pool Property(ies) :




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Collateral
Pool Value :
 Collateral Property Value:
 Construction-in-Process (CIP) :
 Derivatives Contract :
 Derivatives Termination Value :
 EBITDA : exclusive




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Equity Interest :
 Fixed Charges :
 Funds From Operations :
 Gross Asset Value (GAV) :
 Guarantors :




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Implied Debt Service :
 Indebtedness :
 Interest Expense :
 Leased Space :
 Net Operating Income NOI : minus




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minus minus
 Off-Balance Sheet Obligations :
 Person :
 Preferred Dividends :
 Preferred Securities :
 Property :
 Requisite Lenders :




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Restricted Payment :
 Subsidiary :
 Tangible Net Worth :
 Total Indebtedness :
 Unconsolidated Affiliates :
 Unimproved Land :