SECOND AMENDMENT TO SENIOR
SECURED
REVOLVING CREDIT AGREEMENT
THIS SECOND
AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this
“Amendment”) made as of the 28th day of March, 2007, 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”).
WHEREAS ,
Borrower, Parent Guarantor, Agent and the Lenders entered into that
certain Senior Secured Revolving Credit Agreement dated as of
May 1, 2006 (the “Original Credit Agreement”), as
amended by that certain First Amendment to Senior Secured Revolving
Credit Agreement dated as of September 27, 2006, (the
“First Amendment”) (the Original Credit Agreement, as
amended by the First Amendment, 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 by deleting §9.6(a) of the Credit Agreement
in its entirety, and inserting in lieu thereof the following new
§9.6(a):
“(a) at all
times, at least eighty percent (80%) of the total Net Rentable Area
of the Mortgaged Properties within the Borrowing Base (on a
portfolio basis) shall be physically occupied by tenants under
arms-length written Leases which are in full force and effect and
pursuant to which the tenants are paying rent; provided
that, Agent and the Lenders agree that for the purposes of
determining compliance with this §9.6(a), the Mortgaged
Property commonly known as Presidents Park II shall only be
included in the calculation set forth in this clause
(a) beginning with the calculation made at the earlier of
(i) the end of the calendar quarter ending March 31, 2008, or
(ii) the calendar quarter during which XO Communications, LLC
takes occupancy under their lease dated as of February 28,
2007, as modified or amended from time to time.”
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
|
