Exhibit 10.34


 


LEHMAN BROTHERS BANK FSB.


921 North Orange Street

Wilmington, Delaware 19801


 


December 13, 2005


 


RKB Washington Property 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”)

  



 


Gentlemen:


 


Reference is made to the Commitment Letter dated October 28, 2005
(the “Commitment Letter”) between Lehman Brothers Bank, FSB (“Lehman”) and RKB
Washington Property Fund I L.P., Presidents Park I LLC, Presidents Park II LLC,
and Presidents Park III LLC (collectively, “Borrower”), regarding the secured
non-recourse financing on the captioned properties.  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Commitment Letter.


 


Lehman and Borrower hereby agree to amend the terms of the Commitment
Letter as set forth herein.  In the event
the IPO closes prior to January 1, 2006, the maturity date of the existing
first mortgage loan encumbering the Property, Lehman agrees to fund to the
Borrower at the request of Republic Property Trust an amount not to exceed
$50,000,000.00 to facilitate repayment by the Borrower of the existing mortgage
loan to the extent that proceeds from the initial public offering of common shares
(the “IPO”) of Republic Property Trust is not sufficient to fully repay such
loan. The closing date and funding of the Loan will occur on the same date as
the closing of the IPO.  Other than these
modifications, the Loan is subject to the terms and conditions set forth in the
Commitment Letter and such terms shall remain in full force and effect. 


 


This letter agreement, together with the Commitment Letter, contains
the entire agreement among Borrower, Sponsor and Lender, and any other
agreements shall be deemed to have merged herewith.  Please indicate your acceptance of the
matters set forth herein by signing in the place provided below and returning
the executed letter agreement to Steve Hentschel at Lehman Brothers, 399 Park
Avenue, 8th Floor, New York, New York 10022 or via facsimile transmission to
(646) 758-4460.  


 





















 


Please contact Steve Hentschel at (212) 526-3762 if you have any
further questions regarding this letter agreement or the Commitment Letter.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Lehman Brothers Bank FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Cohen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Authorized Signatory

  
					



 


By its signature below, the undersigned hereby confirms its acceptance
of the Commitment Letter and unconditionally accepts 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 R. Keller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Presidents Park II LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Presidents Park III LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  Washington Property Fund I LLC, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
   

  	
  Title: