exv10w1



 




Exhibit
10.1




FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) made as
of the 27th day of September, 2006, by and among REPUBLIC PROPERTY LIMITED PARTNERSHIP, a
Delaware limited partnership (“Borrower”), REPUBLIC PROPERTY TRUST, a Maryland real estate
investment trust (“Parent Guarantor”), THE OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS
GUARANTORS (the “Subsidiary Guarantors”; the Parent Guarantor and the Subsidiary Guarantors are
hereinafter referred to collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national
banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the
other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Agent”).



W I T N E S S E T H:




     WHEREAS, Borrower, Parent Guarantor, Agent and the Lenders entered into that certain Senior
Secured 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 to
the terms of the Credit Agreement; and



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



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



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



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



          (a) By 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 Dulles
Park Technology Center located at 13461 Sunrise Valley Drive, Herndon, Virginia
shall be valued for the purposes of clause (ii) above at the acquisition cost of
such 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, and
inserting in lieu thereof the number “$147,000,000.00”.




 









 








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



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



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



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




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




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




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




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



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



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



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



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



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



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



[Remainder of Page Intentionally Left Blank]




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








BORROWER:




REPUBLIC
PROPERTY LIMITED PARTNERSHIP, 
a Delaware limited partnership




	 	 	 	 	 
	By:	 	Republic Property
Trust, 
a Maryland real estate investment trust, its sole general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer
	 
	 	 	 	 
	 

	 	 	 	(SEAL)
	 
	 	 	 	 





GUARANTORS:




	 	 	 	 	 
	REPUBLIC PROPERTY
TRUST, 
a Maryland real estate investment trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer
	 
	 	 	 	 
	RPT PRESIDENTS PARK
LLC, 
a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer
	 
	 	 	 	 
	PRESIDENTS PARK I
LLC, 
a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer














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	PRESIDENTS PARK II
LLC,
 a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer
	 
	 	 	 	 
	PRESIDENTS PARK III
LLC, 
a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer
	 
	 	 	 	 
	RKB DULLES TECH
LLC, 
a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R Siegel
	 

	 	 	 	 
	 	 	Name: Gary R Siegel

Title: Chief Operation Officer














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	 	 	LENDERS:
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Szuba
	 

	 	 	 	 
	 	 	Name: Michael Szuba

Title: Vice President
	 
	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nancy B. Richards
	 

	 	 	 	 
	 	 	Name: Nancy B. Richards

Title: Senior Vice President
	 
	 	 	 	 
	 	 	CHARTER ONE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michele S. Jawyn
	 

	 	 	 	 
	 	 	Name: Michele S. Jawyn

Title: Vice President
	 
	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven Paley
	 

	 	 	 	 
	 	 	Name:Steven Paley

Title: Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
 
	 

	 	By:
	 	/s/ Timothy P. Gleeson
	 

	 	 	 	 
	 	 	Name: Timothy P. Gleeson

Title: Vice President














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	 	 	SOVEREIGN BANK:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/Amit Khimji
	 

	 	 	 	 
	 	 	Name: Amit Khimji

Title: Vice President
	 
	 	 	 	 
	 	 	EMIGRANT BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Russell T. Wyman
	 

	 	 	 	 
	 	 	Name: Russell T. Wyman

Title: Vice President















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