Exhibit 10.25


 


AMENDMENT TO LOAN AGREEMENT


 


This
AMENDMENT TO LOAN AGREEMENT, dated as of December 20, 2005 (this “Amendment”),
is entered into by and among Goldman Sachs Mortgage Company (“Lender”), Presidents Park I LLC, Presidents Park II
LLC and Presidents Park III LLC (collectively, “Borrower”), and Republic
Property Limited Partnership.


 


We
refer to the Loan Agreement, dated as of December 29, 2004, between Archon
Financial, L.P. (predecessor-in-interest to Lender) and Borrower (the “Loan
Agreement”) and the letter agreement, dated as of December 29, 2004,
among Archon Financial, L.P., Lender and RKB Washington Property Fund I L.P.,
regarding financing fees (the “Fee Letter”).  Capitalized terms used but not defined herein
shall have the respective meanings provided in the Loan Agreement.


 


WHEREAS,
an initial public offering as described in Section 1.3(d) of the Loan
Agreement is expected to occur on December 20, 2005 (the “IPO Date”),
and as a result, in the absence of this Amendment, Borrower would be required
under the Loan Agreement to repay the entire Senior Loan and the entire Junior
Loan in full on such date;


 


WHEREAS,
the parties have agreed to extend the term of a portion of the Senior Loan (but
not any portion of the Junior Loan), subject to the terms and conditions
hereof;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.                                       On the IPO Date, Borrower shall repay the
Junior Loan in full, and Borrower shall make a repayment of the Senior Loan in
an amount such that the outstanding principal balance of the Senior Loan after
giving effect to such prepayment (the “Senior Loan Extension Principal
Balance”) shall not exceed $50,000,000. 
Such repayments shall be accompanied by:


 


(i)                                     all accrued and unpaid interest on the
amounts so prepaid, plus the aggregate amount of interest that would have
accrued thereon had such amounts remained outstanding through December 31,
2005;


 


(ii)                                  the GSMC Junior Exit Fee (as defined in the
Fee Letter) in the amount of $230,000;


 


(iii)                               the GSMC Senior Exit Fee (as defined in the
Fee Letter) in the amount of $520,000;


 


(iv)                              an extension fee in an amount equal to 0.25%
times the greater of (x) the Senior Loan Extension Principal Balance or (y)
$33,000,000; and


 


(v)                                 reimbursement of Lender’s reasonable
out-of-pocket expenses in connection with this Amendment.


 





















 


2.                                       Effective from and after receipt by Lender on
the IPO Date of the payments described in Paragraph 1 above, the definitions of
“Maturity Date”, “Senior Spread”, “Final TI/LC Advance Date”, “Maximum TI/LC
Amount”, “Presidents Sponsor” and “Change of Control” shall be deleted and
replaced with the respective definitions set forth below:


 


(i)                                     “Maturity Date” means the Payment Date
in April 2006, or such earlier date as may result from acceleration of the
Loan pursuant to the Loan Agreement or any of the other Loan Documents.


 


(ii)                                  “Senior Spread” means 1.0%.


 


(iii)                               “Final TI/LC Advance Date” means the
Payment Date in December 2005.


 


(iv)                              “Maximum TI/LC Advance Amount” means
$0.00.


 


(v)                                 “Presidents Sponsor” means Republic
Property Limited Partnership, a Delaware limited partnership.


 


(vi)                              “Change of Control” means the
occurrence of any of the following:


 


(a)                                  the failure of the Presidents Borrower to be
100% owned and Controlled by RPT Holding LLC;


 


(b)                                 the failure of RPT Holding LLC to be at least
51% owned and Controlled, directly or indirectly, by Presidents Sponsor; or


 


(c)                                  the failure of RPT Holding LLC’s Single-Purpose
Equityholder to be 100% owned and Controlled, directly or indirectly, by
Presidents Sponsor.


 


3.                                       Republic Property Limited Partnership hereby
unconditionally assumes all obligations and liabilities of Presidents Sponsor,
heretofore accrued and hereafter accruing, under the Loan Agreement (including
Sections 9.14 and 9.19 thereof) and the Fee Letter.


 


4.                                       Notwithstanding anything in the Fee Letter to
the contrary, the GSMC Senior Exit Fee shall be paid on the IPO Date and shall
be nonrefundable, regardless of whether the Senior Loan is refinanced with
Goldman or Archon Financial, L.P. acting as lender.


 


5.                                       All of the terms and conditions of the Loan
Agreement and the other Loan Documents and the collateral security provided
thereby and the guarantees contained therein, including those terms and
conditions modified by this Amendment, are hereby ratified and confirmed in all
respects and shall remain in full force and effect in accordance with their
terms.


 


6.                                       All references to the Loan Agreement in any
Loan Document shall, from and after the execution and delivery of this
Amendment, be deemed a reference to the Loan Agreement as amended hereby,
unless the context expressly requires otherwise.


 


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7.                                       This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York
without regard to the principles of conflict of law.


 


8.                                       This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in their names as of the date first above written.


 


 


	
  GOLDMAN SACHS MORTGAGE

  COMPANY

  	
  REPUBLIC
  PROPERTY LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
  By:

  	
  Goldman Sachs Real Estate

  Funding Corp., its General Partner

  	
  By: Republic Property
  Trust, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Mark J. Buono

  	
   

  	
  By:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark J. Buono

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  PRESIDENT’S PARK I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  PRESIDENT’S PARK II LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  PRESIDENT’S PARK III LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Manager