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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
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