by Borrower
99
§18.7
Disclosure
99
vi
TABLE OF CONTENTS
(continued)
Page
§18.8 Amendments to Loan Documents
100
§19.
NOTICES
100
§20.
RELATIONSHIP
102
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND
SERVICE
102
§22.
HEADINGS
103
§23.
COUNTERPARTS
103
§24.
ENTIRE AGREEMENT, ETC.
103
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
103
§26.
DEALINGS WITH THE BORROWER
104
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
104
§28.
SEVERABILITY
105
§29.
TIME OF THE ESSENCE
105
§30.
NO UNWRITTEN AGREEMENTS
105
§31.
REPLACEMENT NOTES
105
§32.
NO THIRD PARTIES BENEFITED
105
§33.
PATRIOT ACT
106
§34.
AMENDMENT AND RESTATEMENT OF ORIGINAL LOAN
AGREEMENT
106
vii
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF REVOLVING CREDIT NOTE
Exhibit B
FORM OF SWING LOAN NOTE
Exhibit C
FORM OF ASSIGNMENT OF LEASES AND RENTS
Exhibit D
FORM OF JOINDER AGREEMENT
Exhibit E
FORM OF INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS
Exhibit F
FORM OF MORTGAGE
Exhibit G
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit H
FORM OF LETTER OF CREDIT REQUEST
Exhibit I
FORM OF BORROWING BASE CERTIFICATE
Exhibit J
FORM OF COMPLIANCE CERTIFICATE
Exhibit K
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit L
FORM OF LETTER OF CREDIT APPLICATION
Schedule 1
LENDERS AND COMMITMENTS
Schedule 1.2
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 6.3
LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.7
PENDING LITIGATION
Schedule 6.15
CERTAIN TRANSACTIONS
Schedule 6.20
ENVIRONMENTAL RELEASES
Schedule 6.20(d)
REQUIRED ENVIRONMENTAL ACTIONS
Schedule 6.21(a)
BORROWER SUBSIDIARIES
Schedule 6.21(b)
UNCONSOLIDATED AFFILIATES OF THE BORROWER AND ITS
SUBSIDIARIES
viii
Schedule 6.22
MONETARY DEFAULTS UNDER LEASES SET FORTH IN RENT ROLL
Schedule 6.23
MANAGEMENT MATERIAL AGREEMENTS
Schedule 6.25
LOAN AGREEMENTS
Schedule 7.19
RPB ASSETS
Schedule 34
TERMINATED LOAN DOCUMENTS
ix
SENIOR SECURED REVOLVING CREDIT AGREEMENT
THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Agreement") is made
as of the 1st day of May, 2006, by and among REPUBLIC PROPERTY LIMITED
PARTNERSHIP, a Delaware limited partnership ("Borrower"), REPUBLIC PROPERTY
TRUST, a Maryland real estate investment trust ("RPB"), KEYBANK NATIONAL
ASSOCIATION ("KeyBank"), the other lending institutions which are parties to
this Agreement as "Lenders", and the other lending institutions that may become
parties hereto pursuant to §18 (together with KeyBank, the "Lenders"), and
KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent"), and
KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.
RECITALS
WHEREAS, Borrower has requested that the Lenders provide a revolving credit
facility to Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such revolving
credit facility to Borrower on and subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual
covenants and agreements contained herein, the parties hereto hereby covenant
and agree as follows:
§1. DEFINITIONS AND RULES OF INTERPRETATION.
§1.0 Definitions. The following terms shall have the meanings set
forth in this §l or elsewhere in the provisions of this Agreement referred to
below:
Additional Commitment Request Notice. See §2.10(a).
Additional Guarantor. Each additional Subsidiary of Borrower