Exhibit 10.33


 


LEHMAN BROTHERS BANK FSB.


921 North Orange Street

Wilmington, Delaware 19801


 


October 28, 2005


 


RKB
Washington Propery Fund I L.P.


Presidents
Park I LLC


Presidents
Park II LLC


Presidents
Park III LLC


1280
Maryland Avenue, S.W.


Washington,
D.C.


20024


 


Re:          Property known as Presidents Park I, II, and III in
Herndon, Virginia 

(the “Property”)


 


Dear
Mark Keller:


 


Lehman
Brothers Bank, FSB hereby issues this commitment (the “Commitment”) to make, or
cause an affiliate to make, a first mortgage loan on the Property described
above (the “Loan”) to Presidents Park I LLC, Presidents Park II LLC and
Presidents Park III LLC (collectively “Borrower”), each of which is, and shall
at the time of the closing of the Loan be, a special purpose entity indirectly
owned and controlled by RKB Washington Property Fund I L.P. (the “Sponsor”), or
its successor in interest, on the terms and subject to the conditions described
in this letter and the Mortgage Loan Terms and Conditions attached hereto as Exhibit A
(the “Term Sheet”).  Borrower and Sponsor
expressly acknowledge and agree that Lender’s
obligation to make this Loan is subject to, among other things, Lender’s
satisfactory completion of its due diligence as specified in the Term Sheet and
such other matters as Lender shall determine.


 


If
Borrower’s and Sponsor’s acceptance of this Commitment is not received by 5:00
pm, New York City time on November 2, 2005, this Commitment shall be of no
further force and effect. This Commitment shall expire on January 24, 2006
(unless extended by the mutual agreement of Borrower, Sponsor and Lender, which
agreement shall be in the sole discretion of the respective parties) by which
time the Loan must have closed or this Commitment shall be of no further force
and effect.


 


Borrower
and Sponsor represent that (i) the proposed finance transaction described
herein is not the subject of a commitment from another lender and (ii) no
other party has a right of refusal or any other option which could cause the
transaction contemplated herein not to be consummated.  Borrower and Sponsor represent and warrant to
Lender that no broker(s), agent(s) or finder(s) retained or engaged by
Borrower, Sponsor, or any affiliate thereof


 





















 


arranged for this Commitment
or were otherwise involved in any manner in the financing or any aspect
thereof.


 


This Commitment, together with the attachments hereto,
and that certain letter agreement dated the date hereof between Sponsor,
Borrower, Republic Properties Corporation, RKB Washington Property Fund I, L.P.,
Republic Property Trust and Lehman Brothers Inc. (the “IPO Letter”), contains
the entire agreement between Borrower, Sponsor and Lender, and any other
agreements shall be deemed to have merged herewith.  The Commitment is for the benefit only of the
parties hereto and their respective affiliates and no third party shall have
any interest herein or in the proceeds of the Loan.  This Commitment and the proceeds thereof are
not assignable by Borrower or Sponsor to any other person, entity or
corporation without Lender’s written consent; provided, however, that this
Commitment may be assigned by Sponsor to Republic Property Trust (“RPT”), a
Maryland real estate investment trust that has been formed to succeed to the
assets and operations of Sponsor, in connection with the consummation of the
initial public offering of common shares of RPT, or to Republic Property
Limited Partnership (“RPLP”), provided that RPT is the sole general partner
thereof and RPLP has succeeded to the assets and operations of the Sponsor, in
which event the Assignee shall become the Sponsor.  The terms and provisions of this Commitment
cannot be waived or modified except in writing and signed by Borrower, Sponsor
and Lender.  Except for the immediate
preceding paragraph and any provisions concerning fees and expenses, the terms
of this Commitment shall not survive the closing of the Loan.  This Commitment may be executed in
counterpart, each of which when executed and delivered shall be an original and
together shall constitute one and the same instrument.  This Commitment shall be governed and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws.  Each
party hereto hereby submits to the exclusive jurisdiction of the courts of the
State of New York for any legal action or proceeding resulting from the
transaction contemplated herein.  This
Commitment has been negotiated, issued and accepted in New York City, New York.  Each party hereto hereby waives its right to
a trial by jury.


 


Please indicate your acceptance of the matters set
forth herein by signing in the place provided below and returning the executed
Commitment, together with the executed IPO Letter,  to Steve Hentschel at Lehman Brothers, 399
Park Avenue, 8th Floor, New York, New York 10022 or via facsimile transmission
to (646) 758-4460, and delivering the Application Deposit in the amount of
$100,000.00 and a portion of the Origination Fee in the amount of $620,000.00
by wire transfer as provided in the Term Sheet prior to 5:00 PM New York City
time on November 2, 2005.  Please contact
Steve Hentschel at (212) 526-3762 if you have any further questions regarding
this Commitment.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Lehman Brothers Bank FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken Cohen

  	
   

  
	
   

  	
   

  	
  Name: Authorized Signatory

  



 





















 


By
its signature below, the undersigned hereby unconditionally accepts the
Commitment in accordance with the terms and conditions set forth herein and
further agrees that the Loan will be accepted by the undersigned upon the terms
and conditions set forth herein.


 


 


	
   

  	
  Presidents
  Park I LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark Keller

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
  Presidents
  Park II LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark Keller

  
	
   

  	
   

  	
   

  	
  Title:President

  
	
   

  	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
  Presidents
  Park III LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark Keller

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
  RKB Washington Property Fund I L.P., by RKB

  Washington Property Fund I LLC, its general

  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  	
  Facsimile:

  



 





















 


Please
provide us with the name, address and telephone number of your counsel in the
space below:


 


Eleanor Zappone, Esquire (202-857-6273) (FAX: 202-857-6395)


Joseph M. Fries, Esquire (202-857-6156)


Arent Fox PLLC


1050 Connecticut Avenue, N.W.


Washington, D.C. 20036