EXHIBIT 10.30


 


	
  LEHMAN
  BROTHERS INC.

  	
   

  	
  LEHMAN
  BROTHERS COMMERCIAL BANK

  
	
  745
  Seventh Avenue

  	
   

  	
  Woodlands
  Business Park Tower 1

  
	
  New
  York, New York 10019

  	
   

  	
  4001
  South 700 East, Suite 410

  
	
   

  	
   

  	
  Salt
  Lake City, Utah 84107

  



 


November 28, 2005


 


Republic
Property Limited Partnership

Senior Secured Revolving Credit Facility

Commitment Letter


 


RKB Washington Property Fund I, L.P.

c/o Republic Properties Corporation

1280 Maryland Avenue, S.W.

Suite 280

Washington, D.C. 20024


 


Attention: Mark Keller


 


Ladies
and Gentlemen:


 


You have
advised Lehman Brothers Commercial Bank (“LBCB”) and Lehman Brothers Inc.
(“LBI”) that you, certain of your affiliates and certain investors will
enter into a series of merger and contribution transactions and, in connection
therewith, have caused to be formed Republic Property Trust, a Maryland real
estate investment trust (the “REIT”), and Republic Property Limited
Partnership, a Delaware limited partnership and a wholly-owned subsidiary of
the REIT (“RPLP” or the “Borrower”).  Specifically, it is our understanding that
(i) RKB Washington Property Fund I, L.P., a Delaware limited partnership (“RKB”) will contribute its interests in entities
that own nine separate commercial properties to RPLP in exchange for common
shares of beneficial interest in the REIT and/or limited partnership units in RPLP
(the “RKB Contribution”), (ii) RPT 1425 Investors L.P. will contribute
one commercial property to RPLP in exchange for cash and/or a combination of
common shares of beneficial interest in the REIT and/or limited partnership
units in RPLP (together with the RKB Contribution, the “Contribution Transactions”), (iii) RKB Holding
L.P. (“Merger Partnership”) will merge into RPLP and that RPLP will be
the surviving limited partnership from such merger (the “Merger”), and
(iv) following the Merger and Contribution Transactions, the REIT will
consummate an initial public offering of common shares (the “IPO”).  The proceeds of the IPO will be used to repay
certain outstanding indebtedness secured by the properties owned by the
entities contributed pursuant to the Contribution Transactions, redeem certain
partnership interests from the RKB investors and pay certain tax, fees and
other liabilities associated with the Contribution Transactions and the
IPO.  References herein to the “Transactions”
shall mean the Contribution Transactions, the Merger and the IPO.  In that connection, you have requested that
LBI agree to structure, arrange and syndicate a senior secured revolving credit
facility to the Borrower in an aggregate amount of up to $150,000,000 (the “Credit
Facility”), and that LBCB commit to


 





















 


provide, or cause one or more of its affiliates to provide, the entire
principal amount of the Credit Facility.


 


LBI is pleased
to advise you that it is willing to act as sole advisor, sole lead arranger and
sole bookrunner for the Credit Facility.


 


Furthermore, LBCB
is pleased to advise you of its commitment to provide, or cause one or more of
its affiliates to provide, the entire amount of the Credit Facility upon the
terms and subject to the conditions set forth or referred to in this commitment
letter (the “Commitment Letter”) and in the Summary of Terms and
Conditions attached hereto as Exhibit A (the “Term Sheet”).


 


It is agreed
that LBI will act as the sole advisor, sole lead arranger and sole bookrunner
for the Credit Facility and that LBI will, in such capacity, perform the duties
and exercise the authority customarily performed and exercised by it in such
role.  You agree that, except as set
forth in the Term Sheet and the Fee Letter referred to below, no other agents,
co-agents, arrangers or bookrunners will be appointed, no other titles will be
awarded and no compensation will be paid in connection with the Credit Facility
unless you and we shall so agree.


 


We intend to
syndicate the Credit Facility to a group of lenders (together with LBCB and any
of its affiliates providing a portion of the Credit Facility, the “Lenders”)
identified by us in consultation with you. 
LBI intends to commence syndication efforts promptly upon the execution
of this Commitment Letter, and you agree actively to assist LBI in completing a
syndication satisfactory to it.  Such
assistance shall include (a) your using commercially reasonable efforts to
ensure that the syndication efforts benefit materially from your existing
lending relationships, (b) direct contact between senior management and
advisors of RKB and the proposed Lenders, (c) assistance in the
preparation of a Confidential Information Memorandum and other marketing
materials to be used in connection with the syndication, including using your
best efforts to cause such Confidential Information Memorandum to conform to
market standards as reasonably determined by LBI and LBCB (the term “LBCB”
being understood hereinafter in this letter to include its affiliate Lenders,
as appropriate) and (d) the hosting, with LBI and senior management of RKB,
of one or more meetings of prospective Lenders, and, in connection with any
such Lender meeting, your consultation with LBI and LBCB with respect to the
presentations to be made at such meeting, and your making available appropriate
officers and representatives to rehearse such presentations prior to such
meetings, as reasonably requested by LBI and LBCB.  At our request, you agree to assist in the
preparation of a version of the Confidential Information Memorandum and lender
presentation materials consisting exclusively of information and documentation
that is either publicly available or not material with respect to the Borrower
and RKB, their respective affiliates and any of their respective securities for
purposes of United States federal and state securities laws.


 


LBI will
manage all aspects of the syndication, including decisions as to the selection
of institutions to be approached and when they will be approached, when their
commitments will be accepted, which institutions will participate, the
allocations of the


 


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commitments among the Lenders and the amount and distribution of fees
among the Lenders.  In its capacity as arranger,
LBI will have no responsibility other than to arrange the syndication as set
forth herein and in no event shall be subject to any fiduciary or other implied
duties.  To assist LBI in its syndication
efforts, you agree promptly to prepare and provide to LBI and LBCB all
information with respect to the Borrower, RKB, the Transactions and the
other transactions contemplated hereby, including all financial information and
projections (the “Projections”), as we may reasonably request in
connection with the arrangement and syndication of the Credit Facility. You
hereby represent and covenant that (a) all information other than the
Projections (the “Information”) that has been or will be made available
to LBI or LBCB by you or any of your representatives is or will be, when
furnished, complete and correct in all material respects and does not or will
not, when furnished, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements are made and (b) the Projections that have been or will be made
available to LBI or LBCB by you or any of your representatives have been or
will be prepared in good faith based upon reasonable assumptions. You agree to
supplement any Information or Projections from time to time during the
syndication process to the extent necessary to cause the foregoing
representation and warranty relating to the Information and Projections to
continue to be true and correct.  You
understand that in arranging and syndicating the Credit Facility we may use and
rely on the Information and Projections without independent verification
thereof.


 


As consideration
for LBCB’s commitment hereunder and LBI’s agreement to perform the services
described herein, you agree to pay, or cause the Borrower to pay, to LBCB the
nonrefundable fees set forth in Annex I to the Term Sheet and in the Fee Letter
dated the date hereof and delivered herewith (the “Fee Letter”).


 


The
commitments and agreements of LBI and LBCB described herein are subject to
(a) there not occurring or becoming known to us any material adverse
condition or material adverse change in or affecting the business, operations,
property, condition (financial or otherwise) or prospects of the Borrower and
its subsidiaries, taken as a whole, or RKB and its subsidiaries, taken as a
whole, (b) our completion of and satisfaction in all respects with a due
diligence investigation of RKB and its subsidiaries and each of the properties
contributed pursuant to the Contribution Transactions, (c) our not
becoming aware after the date hereof of any information or other matter
(including any matter relating to financial models and underlying assumptions
relating to the Projections) affecting RKB or the transactions contemplated
hereby that in our judgment is inconsistent in a material and adverse manner
with any such information or other matter disclosed to us prior to the date
hereof, (d) there not having occurred a material disruption of or material
adverse change in financial, banking or capital market conditions that, in our
judgment, could materially impair the syndication of the Credit Facility,
(e) our satisfaction that prior to and during the syndication of the
Credit Facility there shall be no competing offering, placement or arrangement
of any debt securities, bank financing or mortgage financing by or on behalf of
the Borrower, RKB or any affiliate thereof, (f) the negotiation, execution
and delivery on or before January 31, 2006 of definitive documentation with
respect to the Credit Facility mutually satisfactory to LBCB and its counsel
and the Borrower and its


 


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counsel, (g)  your compliance with your covenants and agreements
contained herein and the correctness of your representations and warranties
contained herein, and (h) the other conditions set forth or referred to in
the Term Sheet.  For purposes of clause
(e) of the preceding sentence, the placement of any mortgage financing by any
directly or indirectly owned subsidiary of the Borrower that relates to the
single property owned by such subsidiary or any refinancing thereof or any
single asset mezzanine loan financing or any refinancing thereof shall be
permitted and shall not be within the scope of clause (e).  The terms and conditions of LBCB’s commitment
hereunder and of the Credit Facility are not limited to those set forth herein
and in the Term Sheet.  Those matters
that are not covered by the provisions hereof and of the Term Sheet are subject
to the approval and agreement of LBCB and the Borrower.


 


You agree (a) to
indemnify and hold harmless LBI, LBCB, their respective affiliates and their
respective officers, directors, employees, advisors, and agents (each, an “indemnified
person”) from and against any and all claims by third parties and any and
all losses, damages and liabilities arising from such claims, which any such
indemnified person may become subject arising out of or in connection with this
Commitment Letter, the Credit Facility, the use of the proceeds thereof, the Transactions
or any related transaction or any claim, litigation, investigation or
proceeding relating to any of the foregoing, regardless of whether any
indemnified person is a party thereto, and to reimburse each indemnified person
upon demand for any legal or other expenses incurred in connection with
investigating or defending any of the foregoing, provided that the
foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent they are found
by a final, non-appealable judgment of a court to arise from the willful
misconduct or gross negligence of such indemnified person, and (b) to
reimburse LBI and LBCB and their affiliates on demand for all third party out-of-pocket
expenses (including due diligence expenses, syndication expenses (including the
charges of Intralinks), consultant’s fees and expenses, travel expenses, and
reasonable fees, charges and disbursements of counsel) incurred in connection
with the Credit Facility and any related documentation (including this
Commitment Letter, the Term Sheet, the Fee Letter and the definitive financing
documentation) or the administration, amendment, modification or waiver
thereof.  No indemnified person shall be
liable for any damages arising from the use by unauthorized persons of
Information or other materials sent through electronic, telecommunications or
other information transmission systems that are intercepted by such persons or
for any special, indirect, consequential or punitive damages in connection with
the Credit Facility.


 


You
acknowledge that LBI and its affiliates (the term “LBI” being understood hereinafter
in this paragraph to include such affiliates, including LBCB) may be providing
debt financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you may have conflicting
interests regarding the transactions described herein and otherwise.  LBI will not use confidential information
obtained from you by virtue of the transactions contemplated by this Commitment
Letter or their other relationships with you in connection with the performance
by LBI of services for other companies, and LBI will not furnish any such
information to other companies.  You also
acknowledge that LBI has no obligation to use in connection with the
transactions contemplated by this Commitment


 


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Letter, or to furnish to you, confidential information obtained from
other companies. You further acknowledge that LBI is a full service securities
firm and LBI may from time to time effect transactions, for its own or its
affiliates’ account or the account of customers, and hold positions in loans,
securities or options on loans or securities of the Borrower and its affiliates
and of other companies that may be the subject of the transactions contemplated
by this Commitment Letter.  LBI may
employ the services of its affiliates in providing certain services hereunder
and, in connection with the provision of such services, may exchange with such
affiliates information concerning you and the other companies that may be the
subject of the transactions contemplated by this Commitment Letter, and, to the
extent so employed, such affiliates shall be entitled to the benefits afforded
LBI hereunder.


 


This
Commitment Letter shall not be assignable by you without the prior written
consent of LBI and LBCB (and any purported assignment without such consent
shall be null and void), is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto.  This Commitment Letter may not be amended or
waived except by an instrument in writing signed by you and LBI and LBCB.  This Commitment Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement.  Delivery of an executed signature page of
this Commitment Letter by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof. 
This Commitment Letter and the Fee Letter are the only agreements that
have been entered into among us with respect to the Credit Facility and set
forth the entire understanding of the parties with respect thereto.  This Commitment Letter shall be governed by,
and construed in accordance with, the laws of the State of New York.


 


This
Commitment Letter is delivered to you on the understanding that neither this
Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or
substance shall be disclosed, directly or indirectly, to any other person
(including, without limitation, other potential providers or arrangers of
financing) except (a) to the officers, employees, agents, attorneys,
accountants and advisors of you or any of your affiliates who are directly
involved in the consideration of this matter or (b) as may be compelled in
a judicial or administrative proceeding or as otherwise required by law (in
which case you agree to inform us promptly thereof).


 


The compensation,
reimbursement, indemnification and confidentiality provisions contained herein
and in the Fee Letter shall remain in full force and effect regardless of
whether definitive financing documentation shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or LBCB’s commitment
hereunder.


 


LBI also will
provide financial advisory services to you with respect to the transaction to
which this Commitment Letter relates.  You
agree that LBI has the right to place advertisements in financial and other
newspapers and journals at its own expense describing its services to you,
provided that LBI will submit a copy of any such advertisements to you for your
approval, which approval shall not be unreasonably withheld. Furthermore, you
agree to include a reference to LBI’s role as financial advisor and arranger of
the Credit Facilities in any press


 


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release announcing the transaction, which reference to LBI shall be
subject to LBI’s approval, which approval shall not be unreasonably withheld.


 


LBCB is
committed to complying with U.S. statutory and regulatory requirements designed
to assist the federal government in combating money laundering and any
activity, which facilitates the funding of terrorist or criminal activities.  The USA PATRIOT Act enhances the money
laundering prevention requirements imposed on securities firms and other
financial institutions.  As part of our
customer identification and verification procedures, LBCB may ask you and the
Borrower to provide additional information as necessary to verify its identity
and comply with these procedures.  Until
such additional information or documentation is provided, LBCB may not be able
to effect any transactions for you or the Borrower.


 


If the
foregoing correctly sets forth our agreement, please indicate your acceptance
of the terms hereof and of the Term Sheet and the Fee Letter by returning to LBCB
executed counterparts hereof and of the Fee Letter not later than 5:00 p.m.,
New York City time, on November 30, 2005. 
The commitments and agreements of LBI and LBCB herein will expire at
such time in the event LBCB has not received such executed counterparts in
accordance with the immediately preceding sentence.


 


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LBI and LBCB are
pleased to have been given the opportunity to assist you in connection with
this financing, and we look forward to working with you.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Janes

  
	
   

  	
   

  	
  Name: George Janes

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis Gilhool

  
	
   

  	
   

  	
  Name: Francis Gilhool

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to

  	
   

  
	
  as of the date first

  	
   

  
	
  written above by:

  	
   

  
	
   

  	
   

  
	
  RKB WASHINGTON PROPERTY FUND I, L.P.

  	
   

  
	
   

  	
   

  
	
  By: RKB WASHINGTON PROPERTY

  	
   

  
	
  FUND I, LLC, its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark
  Keller

  	
   

  	
   

  
	
   

  	
  Name: Mark Keller

  	
   

  
	
   

  	
  Title: Manager

  	
   

  
					



 


[Signature Page to Commitment Letter]


 





















 


Exhibit A


 


REPUBLIC PROPERTY LIMITED PARTNERSHIP


 


$150,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY


 


Summary of Terms and Conditions


 


November 28, 2005


 


RKB Washington
Property Fund I, L.P., a Delaware limited partnership (“RKB”), together
with certain of its affiliates and certain investors, intend to enter into a
series of merger and contribution transactions and, in connection therewith,
have caused to be formed Republic Property Trust, a Maryland real estate
investment trust (the “REIT”), and Republic Property Limited
Partnership, a Delaware limited partnership and a wholly-owned subsidiary of
the REIT (“RPLP” or the “Borrower”).  In furtherance thereof, (i) RKB will
contribute its interests in entities that own nine separate commercial
properties to RPLP in exchange for common shares of beneficial interest in the
REIT and/or limited partnership units in RPLP (the “RKB Contribution”), (ii) RPT
1425 Investors L.P. will contribute its interest in the entity that owns one
commercial property to RPLP in exchange for cash and/or a combination of common
shares of beneficial interest in the REIT and/or limited partnership units in
RPLP (together with the RKB Contribution, the “Contribution
Transactions”), (iii) RKB Holding L.P. (“Merger Partnership”)
will merge into RPLP and that RPLP will be the surviving limited partnership
from such merger (the “Merger”), and (iv) following the Merger and
Contribution Transactions, the REIT will consummate an initial public offering
of common shares (the “IPO”).  The
proceeds of the IPO will be used to repay certain outstanding indebtedness
secured by the properties contributed pursuant to the Contribution
Transactions, redeem certain partnership interests from the RKB investors and
pay certain tax, fees and other liabilities associated with the Contribution
Transactions and the IPO.  References
herein to the “Transactions” shall mean the Contribution Transactions,
the Merger and the IPO.


 


	
  I.              Parties

  	
   

  
	
   

  	
   

  
	
  Borrower:

  	
  Republic
  Property Limited Partnership, a Delaware limited partnership.

  
	
   

  	
   

  
	
  Guarantors:

  	
  Republic
  Property Trust, a Maryland real estate investment trust (the “REIT”), and
  each of the REIT’s subsidiaries (other than the Borrower) which own the
  Class-A Office Properties (as defined below) (the “Guarantors”; the Borrower
  and the Guarantors, collectively, the “Credit Parties”).

  
	
   

  	
   

  
	
  Sole
  Advisor, Sole

  Arranger and Sole

  Bookrunner:

  	
  Lehman
  Brothers Inc. (in such capacity, the “Arranger”).

  
	
   

  	
   

  
	
  Administrative
  Agent:

  	
  Lehman
  Commercial Paper Inc. (in such capacity, the

  



 





















 


	
   

  	
  “Administrative
  Agent”).

  
	
   

  	
   

  
	
  Lenders:

  	
  A syndicate
  of banks, financial institutions and other entities arranged by the Arranger,
  including, without limitation, Lehman Brothers Commercial Bank (collectively,
  the “Lenders”).

  
	
   

  	
   

  
	
  II.            Type and Amount of Credit
  Facility

  
	
   

  	
   

  
	
  Type and
  Amount of Facility:

  	
  A three-year
  revolving credit facility (the “Credit Facility”) in the amount of
  $150,000,000 (the loans thereunder, the “Loans”).

  
	
   

  	
   

  
	
  Availability:

  	
  The Credit
  Facility shall, subject to the then-current Borrowing Base, be available on a
  revolving basis during the period commencing on the Closing Date and ending
  on the third anniversary thereof (the “Termination Date”).

  
	
   

  	
   

  
	
  Maturity:

  	
  The
  Termination Date.

  
	
   

  	
   

  
	
  Purpose:

  	
  The proceeds
  of the Loans shall be used to (a) finance the future acquisitions of
  Class-A office properties by the Borrower and its direct and indirect
  subsidiaries, (b) finance the working capital needs of the Borrower and
  its direct and indirect subsidiaries in the ordinary course of business and
  (c) pay related fees and expenses.

  
	
   

  	
   

  
	
  Borrowing
  Base:

  	
  The amount
  from time to time available under the Credit Facility shall not exceed
  percentages to be determined by the Administrative Agent, and agreed to by
  the Borrower, of the value of certain qualified fee-owned property of the
  Borrower and its domestic subsidiaries (such value to be determined in a
  mutually agreed upon manner and to be subject to concentration limits to be
  determined). The Borrowing Base will be computed at least quarterly by the
  Borrower, and a Borrowing Base certificate presenting the Borrower’s
  computation will be delivered to the Administrative Agent promptly, but in no
  event later than the 45th day of the following quarter.

  
	
   

  	
   

  
	
  III.           Certain Payment Provisions

  
	
   

  	
   

  
	
  Fees and
  Interest Rates:

  	
  As set forth
  on Annex I.

  
	
   

  	
   

  
	
  Optional
  Prepayments and

  Commitment Reductions:

  	
  The Loans
  may be prepaid and commitments may be reduced by the Borrower in minimum
  amounts to be agreed upon.

  
	
   

  	
   

  
	
  Mandatory
  Prepayments:

  	
  The Loans
  shall be prepaid to the extent the aggregate amount of the Loans at any time
  exceed (i) the amount of the Credit Facility or (ii) the
  then-current Borrowing Base.

  



 


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  IV.           Collateral

  	
  The
  obligations of each Credit Party in respect of the Credit Facility and any
  swap agreements provided by any Lender (or any affiliate of a Lender) shall
  be secured by (i) a perfected first priority mortgage security interest
  in the Class-A Office Properties, (ii) a perfected first priority
  security interest in all of the membership interests of the Borrower (to the
  extent permitted by third-party mortgage indebtedness to remain outstanding
  after the Closing Date) and each of the subsidiaries which own the Class-A
  Office Properties (the “Mortgage Subsidiaries”), and (iii) a
  perfected first priority security interest in all of the other tangible and
  intangible assets owned by the Mortgage Subsidiaries. As used herein,
  “Class-A Office Properties” shall mean (i) the following parcels of real
  property located in Herndon, Virginia, (a) Campus at Dulles,
  (b) Presidents Park I, (c) Presidents Park II and
  (d) Presidents Park III, and (ii) all leases and rents with respect
  to such properties.

  
	
   

  	
   

  
	
  V.            Certain Conditions

  
	
   

  	
   

  
	
  Initial
  Conditions:

  	
  The
  availability of the Credit Facility shall be conditioned upon satisfaction
  of, among other things, the following conditions precedent (the date upon
  which all such conditions precedent shall be satisfied, the “Closing Date”)
  on or before January 31, 2006:

  
	
   

  	
   

  
	
   

  	
  (a)Each
  Credit Party shall have executed and delivered satisfactory definitive
  financing documentation with respect to the Credit Facility (the “Credit
  Documentation”).

  
	
   

  	
   

  
	
   

  	
  (b)The REIT
  shall have received at least $225,000,000 in cash as the gross proceeds
  (prior to underwriting discounts, fees and expenses of the IPO) from the
  initial public offering of its common stock on satisfactory terms and
  conditions, and the Borrower shall have received at least $225,000,000 in
  cash less the amount of underwriting discounts, fees and expenses of the IPO
  from the issuance of its partnership interests to the REIT. The capital
  structure of each Credit Party after the Transactions shall be satisfactory
  in all respects.

  
	
   

  	
   

  
	
   

  	
  (c)The
  Transactions shall have been consummated pursuant to documentation reasonably
  satisfactory to the Lenders, and no provision thereof shall have been waived,
  amended, supplemented or otherwise modified in a manner that would reasonably
  be expected to be materially adverse to the Lenders without the prior written
  consent of the Lenders.

  
	
   

  	
   

  
	
   

  	
  (d)The
  Administrative Agent shall have received satisfactory evidence that the
  Borrowing Base is not less than $[TBD Amount]

  



 


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  on the
  Closing Date.

  
	
   

  	
   

  
	
   

  	
  (e)The
  Lenders, the Administrative Agent and the Arranger shall have received all
  fees required to be paid on or before the Closing Date, and the
  Administrative Agent shall have received reimbursement of all out-of-pocket
  expenses of the Arranger and the Administrative Agent payable by the Borrower
  in connection with the Credit Facility.

  
	
   

  	
   

  
	
   

  	
  (f)All
  governmental and third party approvals (including landlords’ and other
  consents) necessary or, in the discretion of the Administrative Agent,
  advisable in connection with the Transactions, the financing contemplated
  hereby and the continuing operations of the Borrower and its subsidiaries
  shall have been obtained and be in full force and effect.

  
	
   

  	
   

  
	
   

  	
  (g)The
  Lenders shall have received (i) satisfactory audited consolidated
  financial statements of RKB for the two most recent fiscal years ended prior
  to the Closing Date as to which such financial statements are available and
  (ii) satisfactory unaudited interim consolidated financial statements of
  RKB for each quarterly period ended subsequent to the date of the latest
  financial statements delivered pursuant to clause (i) of this paragraph
  as to which such financial statements are available.

  
	
   

  	
   

  
	
   

  	
  (h)The
  Lenders shall have received a satisfactory pro forma consolidated
  balance sheet of the Borrower as at the date of the most recent consolidated
  balance sheet delivered pursuant to paragraph (g) above, adjusted to
  give effect to the consummation of the Transactions and the financings
  contemplated hereby as if such transactions had occurred on such date.

  



 


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  (i)The
  Lenders shall have received a satisfactory business plan for fiscal years
  2006 through 2009.

  
	
   

  	
   

  
	
   

  	
  (j)The
  Lenders shall have received the results of a recent lien search in each
  relevant jurisdiction with respect to the Borrower and its subsidiaries, and
  such search shall reveal no liens on any of the assets of the Borrower or its
  subsidiaries except for liens permitted by the Credit Documentation or liens
  to be discharged on or prior to the Closing Date pursuant to documentation
  satisfactory to the Administrative Agent. All documents and instruments
  required to perfect the Administrative Agent’s first priority security
  interest in the Collateral (including delivery of membership certificates,
  together with undated transfer powers executed in blank) shall have been executed
  and be in proper form for filing, and, in connection with the Class-A Office
  Properties, the Administrative Agent shall have received satisfactory title
  insurance policies, surveys and other customary documentation to the extent
  reasonably requested by it.

  
	
   

  	
   

  
	
   

  	
  (k)The
  Lenders shall have received a satisfactory appraisal of the Class-A Office
  Properties by appraisers satisfactory to the Administrative Agent.

  
	
   

  	
   

  
	
   

  	
  (l)The
  Lenders shall have received a satisfactory solvency certificate and analysis
  of the chief financial officer of the Borrower which shall document the
  solvency of the Borrower and its subsidiaries after giving effect to the
  Transactions and the other transactions contemplated hereby.

  
	
   

  	
   

  
	
   

  	
  (m)The
  Lenders shall have received a satisfactory environmental audit with respect
  to the real property owned or leased by the Borrower and its subsidiaries
  from a firm satisfactory to the Administrative Agent.

  
	
   

  	
   

  
	
   

  	
  (n)Receipt
  by the Lenders sufficiently in advance of closing of all documentation and
  other information required by bank regulatory authorities under applicable
  “know your customer” and anti-money laundering rules and regulations,
  including without limitation the USA PATRIOT Act.

  
	
   

  	
   

  
	
   

  	
  (o)The
  Lenders shall have received such legal opinions (including opinions
  (i) from counsel to the Borrower and its subsidiaries and (ii) from
  such special and local counsel as may be required by the Administrative
  Agent), documents and other instruments as are customary for transactions of
  this type or as they may reasonably request.

  



 


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  On-Going
  Conditions:

  	
  The making
  of each extension of credit shall be conditioned upon (a) the accuracy
  of all representations and warranties in the Credit Documentation (including,
  without limitation, the material adverse change representation) and
  (b) there being no default or event of default in existence at the time
  of, or after giving effect to the making of, such extension of credit. As
  used herein and in the Credit Documentation a “material adverse change” shall
  mean any event, development or circumstance that has had or could reasonably
  be expected to have a material adverse effect on (a) the Transactions,
  (b) the business, assets, property, condition (financial or otherwise)
  or prospects of the Borrower and its subsidiaries taken as a whole, or
  (c) the validity or enforceability of any of the Credit Documentation or
  the rights and remedies of the Administrative Agent and the Lenders
  thereunder.

  
	
   

  	
   

  
	
  VI.           Certain

  Documentation Matters

  	
  The Credit
  Documentation shall contain representations, warranties, covenants and events
  of default customary for financings of this type (in each case applicable to
  each of the Credit Parties, as appropriate) and other terms deemed
  appropriate by the Lenders, including, without limitation:

  
	
   

  	
   

  
	
  Representations
  and

  Warranties:

  	
  Financial
  statements (including pro forma financial statements); absence of undisclosed
  liabilities; no material adverse change; corporate existence; compliance with
  law; corporate power and authority; enforceability of Credit Documentation;
  no conflict with law or contractual obligations; no material litigation; no
  default; ownership of property; liens; intellectual property; no burdensome
  restrictions; taxes; Federal Reserve regulations; ERISA; Investment Company
  Act; subsidiaries; environmental matters; solvency; labor matters; accuracy
  of disclosure; and creation and perfection of security interests.

  
	
   

  	
   

  
	
  Affirmative
  Covenants:

  	
  Delivery of
  financial statements, reports, accountants’ letters, projections, borrowing
  base certificates, officers’ certificates and other information requested by
  the Lenders; payment of other obligations; continuation of business and
  maintenance of existence and material rights and privileges; compliance with
  laws and material contractual obligations; maintenance of property and
  insurance; maintenance of books and records; right of the Lenders to inspect
  property and books and records; notices of defaults, litigation and other
  material events; compliance with environmental laws; and further assurances
  (including, without limitation, with respect to security interests in
  after-acquired property).

  



 


6





















 


	
  Financial
  Covenants:

  	
  Financial
  covenants (including, without limitation, minimum debt service, fixed charge
  coverage and Borrowing Base debt service coverage ratios, minimum tangible
  net worth and maximum leverage ratio of total debt to total asset value).

  
	
   

  	
   

  
	
  Negative
  Covenants:

  	
  Limitations
  on: indebtedness (including preferred stock of subsidiaries); liens;
  guarantee obligations; mergers, consolidations, liquidations and
  dissolutions; sales of assets; leases; dividends and other payments in
  respect of capital stock; capital expenditures; investments, loans and advances;
  optional payments and modifications of subordinated and other debt
  instruments; transactions with affiliates; sale and leasebacks; changes in
  fiscal year; negative pledge clauses; changes in lines of business; and
  changes in passive holding company status, real estate investment trust
  status or tax status of the REIT.

  
	
   

  	
   

  
	
  Events of
  Default:

  	
  Nonpayment
  of principal when due; nonpayment of interest, fees or other amounts after a
  grace period to be agreed upon; material inaccuracy of representations and warranties;
  violation of covenants (subject, in the case of certain affirmative
  covenants, to a grace period to be agreed upon); cross-default; bankruptcy
  events; certain ERISA events; material judgments; actual or asserted (by any
  Credit Party) invalidity of any guarantee or security document or security
  interest; and a change of control (the definition of which is to be agreed).

  
	
   

  	
   

  
	
  Voting:

  	
  Amendments
  and waivers with respect to the Credit Documentation shall require the
  approval of Lenders holding not less than a majority of the aggregate amount
  of the outstanding Loans and unused commitments under the Credit Facility,
  except that (a) the consent of each Lender directly affected thereby
  shall be required with respect to (i) reductions in the amount or extensions
  of the scheduled date of final maturity of any Loan, (ii) reductions in
  the rate of interest or any fee or extensions of any due date thereof,
  (iii) increases in the amount or extensions of the expiry date of any
  Lender’s commitment, (iv) imposition of any additional restrictions on
  assignments and participations and (iv) modifications to the pro rata
  provisions of the Credit Documentation and (b) the consent of 100% of
  the Lenders shall be required with respect to (i) modifications to any
  of the voting percentages and (ii) releases of all or substantially all
  of the Guarantors or all or substantially all of the Collateral.

  



 


7





















 


	
  Assignments
  and

  Participations:

  	
  The Lenders
  shall be permitted to assign and sell participations in their Loans and
  commitments, subject, in the case of assignments, to the consent of the
  Administrative Agent and the Borrower (which consent in each case shall not
  be unreasonably withheld); provided, that no consent of the Borrower shall
  be required for assignments (i) by the Administrative Agent,
  (ii) to another Lender or to an affiliate of a Lender or an approved
  fund, or (iii) at a time when an event of default is outstanding. In the
  case of partial assignments (other than to another Lender or to an affiliate
  of a Lender or an approved fund), the minimum assignment amount shall be
  $1,000,000, and, after giving effect thereto, the assigning Lender (if it
  shall retain any commitments or Loans) shall have commitments and Loans aggregating
  at least $1,000,000 unless otherwise agreed by the Borrower and the
  Administrative Agent. Participants shall have the same benefits as the
  Lenders with respect to yield protection and increased cost provisions.
  Voting rights of participants shall be limited to those matters with respect
  to which the affirmative vote of the Lender from which it purchased its
  participation would be required as described under “Voting” above. Pledges of
  Loans in accordance with applicable law shall be permitted without restriction.
  Promissory notes shall be issued under the Credit Facility only upon request.

  
	
   

  	
   

  
	
  Yield
  Protection:

  	
  The Credit
  Documentation shall contain 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 and from the
  imposition of or changes in withholding or other taxes and
  (b) indemnifying the Lenders for “breakage costs” incurred in connection
  with, among other things, any prepayment of a Eurodollar Loan (as defined in
  Annex I) on a day other than the last day of an interest period with respect
  thereto.

  
	
   

  	
   

  
	
  Expenses and

  Indemnification:

  	
  The Borrower
  shall pay (a) all reasonable third party out-of-pocket expenses of the
  Administrative Agent and the Arranger associated with the syndication of the
  Credit Facility and the preparation, execution, delivery and administration
  of the Credit Documentation and any amendment or waiver with respect thereto
  (including the reasonable fees, disbursements and other charges of counsel
  and the charges of Intralinks) and (b) all third party out-of-pocket
  expenses of the Administrative Agent and the Lenders (including the fees,
  disbursements and other charges of counsel) in connection with the enforcement
  of the Credit Documentation.

  



 


8





















 


	
   

  	
  The
  Administrative Agent, the Arranger and the Lenders (and their affiliates and
  their respective officers, directors, employees, advisors and agents) will
  have no liability for, and will be indemnified and held harmless against all
  claims by third parties and all losses, damages and liabilities arising from
  such claims, that are incurred in respect of the financing contemplated
  hereby or the use or the proposed use of proceeds thereof (except to the
  extent resulting from the gross negligence or willful misconduct of the
  indemnified party).

  
	
   

  	
   

  
	
  Governing
  Law and Forum:

  	
  State of New
  York.

  
	
   

  	
   

  
	
  Counsel to
  the

  Administrative Agent and

  the Arranger:

  	
  Cadwalader,
  Wickersham & Taft LLP.

  



 


9





















 


Annex I


 


Interest and Certain Fees


 


	
  Interest
  Rate Options:

  	
  The Borrower
  may elect that the Loans comprising each borrowing bear interest at a rate
  per annum equal to:

  
	
   

  	
   

  
	
   

  	
  (i) the Base Rate plus the Applicable
  Margin; or 

  
	
   

  	
   

  
	
   

  	
  (ii) the Eurodollar Rate plus the
  Applicable Margin.

  
	
   

  	
   

  
	
   

  	
  As used
  herein:

  
	
   

  	
   

  
	
   

  	
  “Base
  Rate” means the higher of (i) the prime lending rate as set forth on
  the British Banking Association Telerate page 5 (or such other
  comparable page as may, in the opinion of the Administrative Agent,
  replace such page for the purpose of displaying such rate), as in effect
  from time to time (the “Prime Rate”) and (ii) the federal funds
  effective rate from time to time plus 0.5%.

  
	
   

  	
   

  
	
   

  	
  “Applicable
  Margin” means (a) [0.75 – 1.00]%, in the case of Base Rate Loans (as
  defined below) and (b) [1.75 – 2.00]%, in the case of Eurodollar Loans
  (as defined below).  The foregoing
  margins shall be subject to change pursuant to a leverage-based pricing grid
  to be agreed upon after financial statements have been delivered for two full
  fiscal quarters following the Closing Date, provided that, no default
  or event of default has occurred and is continuing.

  
	
   

  	
   

  
	
   

  	
  “Eurodollar
  Rate” means the rate (adjusted for statutory reserve requirements for
  eurocurrency liabilities) at which eurodollar deposits for one, two, three or
  six months (as selected by the Borrower) are offered in the interbank
  eurodollar market.

  
	
   

  	
   

  
	
  Interest
  Payment Dates:

  	
  In the case
  of Loans bearing interest based upon the Base Rate (“Base Rate Loans”),
  quarterly in arrears.

  
	
   

  	
   

  
	
   

  	
  In the case
  of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar
  Loans”), on the last day of each relevant interest period and, in the
  case of any interest period longer than three months, on each successive date
  three months after the first day of such interest period.

  



 





















 


	
  Commitment
  Fees:

  	
  The Borrower
  shall pay a commitment fee calculated at the rate of 1/2 of 1% per annum on
  the average daily unused portion of the Revolving Credit Facility commencing
  on the Closing Date, payable quarterly in arrears.  

  
	
   

  	
   

  
	
  Default
  Rate:

  	
  At any time
  when the Borrower is in default in the payment of any amount of principal due
  under the Credit Facility, the entire principal amount of all Loans shall
  bear interest at 2% above the rate otherwise applicable thereto.  Overdue interest, fees and other amounts
  shall bear interest at 2% above the rate applicable to Base Rate Loans.

  
	
   

  	
   

  
	
  Rate and Fee
  Basis:

  	
  All per
  annum rates shall be calculated on the basis of a year of 360 days (or
  365/366 days, in the case of Base Rate Loans the interest rate payable on
  which is then based on the Prime Rate) for actual days elapsed.

  



 


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