Exhibit10.1**FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT**     **THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT**(this “Amendment”) made asof the 27th day of September, 2006, by and among **REPUBLIC PROPERTY LIMITED PARTNERSHIP**, aDelaware limited partnership (“Borrower”), **REPUBLIC PROPERTY TRUST**, a Maryland real estateinvestment trust (“Parent Guarantor”), **THE OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF ASGUARANTORS**(the “Subsidiary Guarantors”; the Parent Guarantor and the Subsidiary Guarantors arehereinafter referred to collectively as the “Guarantors”), **KEYBANK NATIONAL ASSOCIATION**, a nationalbanking association (“KeyBank”), **THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO**(KeyBank and theother lenders which are signatories hereto, collectively, the “Lenders”), and **KEYBANK NATIONALASSOCIATION**, a national banking association, as Administrative Agent for the Lenders (the “Agent”).**W I T N E S S E T H:**     **WHEREAS**, Borrower, Parent Guarantor, Agent and the Lenders entered into that certain SeniorSecured Revolving Credit Agreement dated as of May 1, 2006 (the “Credit Agreement”); and     **WHEREAS**, Borrower has requested that the Agent and the Lenders make certain modifications tothe terms of the Credit Agreement; and     **WHEREAS**, the Agent and the Lenders have agreed to make such modifications subject to theexecution 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), andother 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 hereinshall have the meanings set forth in the Credit Agreement.     2. Modification of the Credit Agreement. Borrower, Parent Guarantor, the Lenders andAgent do hereby modify and amend the Credit Agreement as follows:          (a) By adding the following to the end of the definition of “Gross Asset Value” appearing in§1.1 of the Credit Agreement:“Notwithstanding the terms of clause (ii) above, the asset commonly known as DullesPark Technology Center located at 13461 Sunrise Valley Drive, Herndon, Virginiashall be valued for the purposes of clause (ii) above at the acquisition cost ofsuch Real Estate determined in accordance with GAAP.”; and          (b) By deleting the number “$150,000,000.00” appearing in §9.6(b) of the Credit Agreement, andinserting in lieu thereof the number “$147,000,000.00”.
 

 
     3. References to Credit Agreement. All references in the Loan Documents to the CreditAgreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.     4. Acknowledgment of Borrower and Guarantors. Borrower and Guarantors herebyacknowledge, represent and agree that the Loan Documents, as modified and amended herein, remain infull force and effect and constitute the valid and legally binding obligation of Borrower andGuarantors, as applicable, enforceable against Borrower and Guarantors in accordance with theirrespective terms, and that the execution and delivery of this Amendment and any other documents inconnection therewith do not constitute, and shall not be deemed to constitute, a release, waiver orsatisfaction of Borrower’s or Guarantors’ obligations under the Loan Documents.     5. Representations and Warranties. Borrower and Guarantors represent and warrant toAgent and the Lenders as follows:          (a) Authorization. The execution, delivery and performance of this Amendment and thetransactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) havebeen 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 anyjudgment, order, writ, injunction, license or permit applicable to the Borrower or any of theGuarantors, (iv) do not and will not conflict with or constitute a default (whether with thepassage of time or the giving of notice, or both) under any provision of the partnership agreementor certificate, certificate of formation, operating agreement, articles of incorporation or othercharter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrumentbinding upon, the Borrower or any of the Guarantors or any of their respective properties or towhich the Borrower or any of the Guarantors is subject, and (v) do not and will not result in orrequire the imposition of any lien or other encumbrance on any of the properties, assets or rightsof the Borrower or any of the Guarantors, other than the liens and encumbrances created by the LoanDocuments.          (b) Enforceability. The execution and delivery of this Amendment are valid andlegally binding obligations of Borrower and Guarantors enforceable in accordance with therespective terms and provisions hereof, except as enforceability is limited by bankruptcy,insolvency, reorganization, moratorium or other laws relating to or affecting generally theenforcement of creditors’ rights and the effect of general principles of equity.          (c) Approvals. The execution, delivery and performance of this Amendment and thetransactions contemplated hereby do not require the approval or consent of any Person or theauthorization, consent, approval of or any license or permit issued by, or any filing orregistration with, or the giving of any notice to, any court, department, board, commission orother governmental agency or authority other than those already obtained.          (d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereofeach and every representation and warranty made by the Borrower, the Guarantors and theirrespective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons inconnection therewith except for representations or warranties that expressly relate to an earlierdate.
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     6. No Default. By execution hereof, the Borrower and Guarantors certify that Borrowerand each of the Guarantors is and will be in compliance with all covenants under the Loan Documentsafter the execution and delivery of this Amendment, and that no Default or Event of Default hasoccurred and is continuing.     7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree thatnone of such Persons has any defenses, setoffs, claims, counterclaims or causes of action of anykind or nature whatsoever with respect to the Loan Documents, the administration or funding of theLoan or with respect to any acts or omissions of Agent or any Lender, or any past or presentofficers, agents or employees of Agent or any Lender, and each of such Persons does herebyexpressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaimsand causes of action, if any.     8. Ratification. Except as hereinabove set forth, all terms, covenants and provisionsof the Credit Agreement remain unaltered and in full force and effect, and the parties hereto dohereby expressly ratify and confirm the Loan Documents as modified and amended herein. Nothing inthis Amendment or any other document delivered in connection herewith shall be deemed or construedto constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction,release, extinguishment or substitution of the indebtedness evidenced by the Notes or the otherobligations of Borrower and Guarantors under the Loan Documents.     9. Effective Date. This Amendment shall be deemed effective and in full force andeffect 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 expensesof Agent in connection with this Amendment.     10. Amendment as Loan Document. This Amendment shall constitute a Loan Document.     11. Counterparts. This Amendment may be executed in any number of counterparts whichshall together constitute but one and the same agreement.     12. MISCELLANEOUS. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAWSECTION 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 theirrespective permitted successors, successors-in-title and assigns as provided in the CreditAgreement.*[Remainder of Page Intentionally Left Blank]*
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     **IN WITNESS WHEREOF**, the parties hereto have hereto set their hands and affixed their seals asof the day and year first above written.
**BORROWER****:****REPUBLICPROPERTY LIMITED PARTNERSHIP**, a Delaware limited partnership     By: Republic PropertyTrust, a Maryland real estate investment trust, its sole general partner       By: /s/ Gary R Siegel       Name: Gary R SiegelTitle: Chief Operation Officer         (SEAL)     **GUARANTORS****:**     **REPUBLIC PROPERTYTRUST**, a Maryland real estate investment trust       By: /s/ Gary R Siegel       Name: Gary R SiegelTitle: Chief Operation Officer     **RPT PRESIDENTS PARKLLC**, a Delaware limited liability company       By: /s/ Gary R Siegel       Name: Gary R SiegelTitle: Chief Operation Officer     **PRESIDENTS PARK ILLC**, a Delaware limited liability company       By: /s/ Gary R Siegel       Name: Gary R SiegelTitle: Chief Operation Officer