20,000,000 Common Shares REPUBLIC PROPERTY TRUST Common Shares of Beneficial Interest, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2005 • Republic Property Trust • Real estate investment trusts • New York
Republic Property Trust, a Maryland real estate investment trust (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 common shares of beneficial interest (the “Common Shares”), par value $.01 per share, of the Company (the “Firm Shares”). In addition, the Company purposes to grant to the Underwriters options to purchase up to an aggregate 3,000,000 Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
LEHMAN BROTHERS BANK FSB.Commitment Letter • December 12th, 2005 • Republic Property Trust • Real estate investment trusts
Lehman Brothers Bank, FSB hereby issues this commitment (the “Commitment”) to make, or cause an affiliate to make, a first mortgage loan on the Property described above (the “Loan”) to Presidents Park I LLC, Presidents Park II LLC and Presidents Park III LLC (collectively “Borrower”), each of which is, and shall at the time of the closing of the Loan be, a special purpose entity indirectly owned and controlled by RKB Washington Property Fund I L.P. (the “Sponsor”), or its successor in interest, on the terms and subject to the conditions described in this letter and the Mortgage Loan Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”). Borrower and Sponsor expressly acknowledge and agree that Lender’s obligation to make this Loan is subject to, among other things, Lender’s satisfactory completion of its due diligence as specified in the Term Sheet and such other matters as Lender shall determine.
