ex10-3.htm


    Exhibit
10.3

     

     

    FIRST AMENDMENT
TO

    THIRD AMENDED AND RESTATED
LOAN AGREEMENT

     

     

    This
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “First
Amendment”) is made as of this 15th day of
October, 2008 by and among FRANKLIN STREET PROPERTIES CORP., a Maryland
corporation (“FSP”), those certain wholly owned subsidiaries of FSP (the “Wholly
Owned Subsidiaries”) listed on Schedule 1 attached
hereto (as the same may be amended from time to time in accordance with the
terms of the Loan Agreement (as defined below)) (FSP and the Wholly Owned
Subsidiaries collectively, the “Borrower”), RBS CITIZENS, NATIONAL ASSOCIATION
(“Citizens”), BANK OF AMERICA, N.A. (“BOA”), CHEVY CHASE BANK, F.S.B. (“Chevy
Chase”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), and any other
lenders, if any, which may become parties to the Loan Agreement (with Citizens,
BOA, Chevy Chase and Wachovia, the “Lenders”), and RBS CITIZENS, NATIONAL
ASSOCIATION, in its capacity as “Agent” for the Lenders (“Agent”).

     

    WHEREAS,
Borrower, Agent and the Lenders entered into that certain Third Amended and
Restated Loan Agreement dated as of October 19, 2007 (the “Loan Agreement”),
relating to a certain revolving loan facility with a present maximum amount of
$250,000,000 made by the Lenders to Borrower (the “Loan”); and

     

    WHEREAS, Borrower desires to enter into
a term loan facility as evidenced by that certain Term Loan Agreement dated as
of the date hereof with a present maximum amount of $75,000,000 between Borrower
and the lenders thereunder, as may be amended, modified, restated or revised
from time to time (the “Term Loan”); and

     

    WHEREAS; Borrower has requested that the
Agent and the Lenders consent to the Term Loan; and

     

    WHEREAS, the Agent and Lenders have
agreed to consent to Borrower entering into the Term Loan, provided that (i)
Borrower agrees to enter in to this First Amendment with Agent and the Lenders
to, among other things, amend certain financial covenants and other terms and
conditions in the Loan Agreement, subject to the terms and conditions set forth
herein, (ii) FSP Austin N.W. Limited Partnership, a Massachusetts limited
partnership is removed as a Borrower under the Loan, (iii) FSP East Baltimore
Street LLC, a Delaware limited liability company, and FSP Park Ten Phase II
Limited Partnership, a Texas limited partnership, are added as Borrowers under
the Loan, and (iv) the respective agents under the Loan and under Term Loan
execute and deliver the Intercreditor Agreement.

     

    NOW,
THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
parties hereby agree as follows:

     

    1.           Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

     


    
      
         


      

      
        -1-

         


      

      
         


      

    


    2.           Section
2.4(b) of the is hereby deleted in its entirety and replaced with the
following:

     

    “In
the event that the Borrower shall receive Advance(s) in excess of the Loan
Amount the Borrower shall immediately repay the Loan by an amount sufficient to
reduce the outstanding principal balance to equal or less than the Loan
Amount.”

     

    3.           Section
2.5.7 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “All
interest shall be:  (a) Payable in arrears commencing November 1, 2007
and on last day of each Libor Interest Period thereafter until the principal
together with all interest and other charges payable with respect to the Loan
shall be fully paid; and (b) calculated on the basis of a 360 day year and the
actual number of days elapsed.  Each change in the Prime Rate shall
simultaneously change the Variable Rate payable under this
Agreement.  Interest at the Adjusted Libor Rate shall be computed from
and including the first day of the applicable Interest Period to, but excluding,
the last day thereof.”

     

    4.           Section
2.5.9 of the Loan Agreement is hereby amended by deleted in its entirety and
replaced with the following:

     

    “The
Loan or any portion thereof may be prepaid in full or in part at any time upon
three (3) Business Days’ prior written notice to Agent without premium or
penalty with respect to Variable Rate Advances and, with respect to Libor
Advances subject to a Make-Whole Provision and upon payment of a LIBOR Rate Loan
Prepayment Fee, if applicable.  Any partial prepayment of principal
shall be applied in accordance with the terms hereof.”

     

    5.           Sections
2.11 and 10.2(c) of the Loan Agreement are hereby deleted in their
entirety.  No advances under the Overline Facility were made and the
Overline Facility is no longer available.

     

    6.           Section
5 of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:

     

    “At
the time of an Acquisition by a Wholly Owned Subsidiary, such Wholly Owned
Subsidiary which has become an owner of a Property in connection with such
Acquisition shall execute the Joinder Documents so as to become a Borrower under
this Agreement and shall be added as a maker under the Note.  Upon the
execution of such Joinder Documents, such entities shall be considered a
“Borrower” and subject to all of the terms and conditions hereof, and shall
continue to be a “Borrower” hereunder except as provided in clause (b) of
Section 1.2 hereof.”

     

    7.           Section
8.1(a) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     


    
      
         


      

      
        -2-

         


      

      
         


      

    


    
      	
              “(a)

            	
              Organization; Good
      Standing.  Each of the entities comprising the Borrower
      is a limited partnership, limited liability company, or corporation, as
      the case may be, duly organized under the laws of its state of
      organization pursuant to each Person’s respective Organizational
      Documents, and is, and will at all times be, validly existing and in good
      standing under the laws of such State.  The Borrower is, and
      will at all times be, duly organized and is, and will at all times be,
      validly existing, in good standing, and qualified to do business in each
      jurisdiction where required except where failure to so qualify would not
      have a material adverse affect on the Unencumbered Pool
      Properties.  Each of the entities comprising the Borrower has,
      and will at all times have, all requisite power to own its property and
      conduct its business as now conducted and as presently
      contemplated.”

            


    

    


    8.           Section
8.5 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
Borrower possesses, and will at all times possess, all franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in respect
of the foregoing, adequate for the conduct of its business substantially as now
conducted or as it is intended to be conducted with respect to the Unencumbered
Pool Properties, without known conflict with any rights of others, except where
the failure to do so would not reasonably be expected to have a material adverse
effect on the Borrower taken as a whole.”

     

    9.           Section
8.6 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “There
are no actions, suits, proceedings or investigations of any kind pending or, to
Borrower’s knowledge, threatened against the Borrower before any court, tribunal
or administrative agency or board or any mediator or arbitrator that, either in
any case or in the aggregate, would reasonably be expected to materially and
adversely affect the business, assets or financial condition of the Borrower
taken as a whole, or result in any material liability not adequately covered by
insurance, and for which adequate reserves are not maintained on the balance
sheet of such Person, or which question the validity of this Agreement or any of
the other Loan Documents, any action taken or to be taken pursuant hereto or
thereto, or which will materially and adversely affect the ability of the
Borrower to use and occupy any of the properties comprising the Unencumbered
Pool Properties or to pay and perform the Obligations in the manner contemplated
by this Agreement and the other Loan Documents.”

     

    10.           Section
8.17 (including all therein) of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “The
Borrower makes the following representations and warranties, to the best of its
knowledge, with respect to each individual property included in the Unencumbered
Pool Properties, as of the date hereof and except as disclosed in the Borrower’s
filings with the Securities and Exchange Commission:

    



    
      
         


      

      
        -3-

         


      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Availability of
      Utilities.  (i) all utility services necessary and
      sufficient for the use and operation of each property comprising the
      Unencumbered Pool Properties are presently available to the boundaries of
      each of the properties comprising the Unencumbered Pool Properties through
      dedicated public rights of way or through perpetual private easements; and
      (ii) the owner has obtained all material utility installations and
      connections required for the operation and servicing of each of the
      properties comprising the Unencumbered Pool Properties for its intended
      purposes.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Access.  (i)
      the rights of way for all roads necessary for the utilization in all
      material respects of each of the properties comprising the Unencumbered
      Pool Properties for its intended purposes have either been acquired by the
      appropriate Governmental Authority or have been dedicated to public use
      and accepted by such Governmental Authority; (ii) all such roads have been
      completed and the right to use all such roads, or suitable substitute
      rights of way, have been obtained; and (iii) all curb cuts, driveways and
      traffic signals required for the operation and use in all material
      respects of each of the properties comprising the Unencumbered Pool
      Properties are existing.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Condition of
      Unencumbered Pool Properties.  Neither the Unencumbered
      Pool Properties nor any material part thereof is now damaged or injured as
      result of any material fire, explosion, accident, flood or other casualty,
      no Taking is pending or
contemplated.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Compliance with
      Requirements/Historic Status/Flood Area.  The
      Unencumbered Pool Properties comply with all material
      Requirements.  Except as disclosed in the Environmental Report,
      Borrower has received no written notice alleging any material
      non-compliance by any of the properties comprising the Unencumbered Pool
      Properties with any Requirements or indicating that any of the properties
      comprising the Unencumbered Pool Properties is located within any historic
      district or has, or may be, designated as any kind of historic or landmark
      site under applicable Requirements.  None of the properties
      comprising the Unencumbered Pool Properties, except for the Unencumbered
      Pool Property known as Blue Lagoon is located in any special flood hazard
      area as defined under applicable Requirements, unless such property is
      adequately covered by insurance.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Other
      Contracts.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Borrower has not made any material contract or arrangement of any kind or
      type whatsoever (whether oral or written, formal or informal), the
      performance of which by the other party thereto would reasonably be
      expected to give rise to a lien or encumbrance on any of the properties
      comprising the Unencumbered Pool Properties other than a Permitted
      Lien.

            


    

    



    
      
         


      

      
        -4-

         


      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              The
      Borrower has not made any material contract or arrangement of any kind or
      type whatsoever, with any affiliate of the Borrower, except for management
      agreements with FSP Property Management LLC, agreements for services of
      its employees, officers, trustees, managers and directors and agreements
      with a Syndication REIT (including without limitation agreements relating
      to Affiliate Dispositions) and except as otherwise permitted in this
      Agreement which shall be deemed approved by Lenders, unless such contract
      or arrangement is in writing and is (i) approved in writing in advance by
      the Agent, or is (ii) on the same terms as would be generally available to
      the Borrower in an arm’s length contract or arrangement with a third
      party.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Violations.  Except
      as disclosed in the Environmental Reports, the Borrower has received no
      written notices of any violation of any applicable material Requirements
      with respect to any of the properties comprising the Unencumbered Pool
      Properties.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Environmental
      Matters.  The Borrower has caused an investigation to be
      made of the past and present condition and usage of each individual
      property included in the Unencumbered Pool Properties and the operations
      conducted thereon and, based upon such investigation, except as disclosed
      in the Environmental Reports and/or in the Borrower’s filings with the
      Securities and Exchange Commission, makes the following representations
      and warranties as of the date hereof and to the best of Borrower’s
      knowledge:

            


    

    


    
      	
               
      

            	
              (i)

            	
              With
      respect to the Unencumbered Pool Properties, the Borrower has not received
      written notice from any third Person including, without limitation, any
      federal, state or local governmental authority, asserting that any of the
      operations thereon are in violation of any Environmental Law or any
      judgment, decree or order related thereto which violation would reasonably
      be expected to have a material adverse effect on the business, assets or
      financial condition of the
Borrower.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Borrower has not received written notice from any third Person including,
      without limitation, any federal, state or local governmental authority,
      asserting (i) that it has been identified by the United States
      Environmental Protection Agency (“EPA”) as a potentially responsible
      Person with respect to a site listed on the National Priorities List, 40
      C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substances
      which it has generated, transported or disposed of have been found at any
      site at which a federal, state or local agency or other third Person has
      conducted or has ordered that the Borrower conduct a remedial
      investigation, removal or other response action pursuant to any
      Environmental Law; or (iii) that it is or shall be a named party to any
      claim, action, cause of action, complaint, or legal or administrative
      proceeding (in each case, contingent or otherwise) arising out of any
      third Person’s incurrence of costs, expenses, losses or damages of any
      kind whatsoever in connection with the release of Hazardous Substances;
      which would reasonably be expected to have a material adverse effect on
      the business, assets or financial condition of the Borrower or result in
      cleanup expenses of Ten Million Dollars ($10,000,000.00) or more in the
      aggregate.

            


    

    



    
      
         


      

      
        -5-

         


      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              With
      respect to the Unencumbered Pool Properties: (i) no portion of the
      Unencumbered Pool Properties has been used for the handling, processing,
      storage or disposal of Hazardous Substances except in connection with the
      use of the Unencumbered Pool Properties and any such use, handling,
      storage or disposal has been materially in accordance with applicable
      Environmental Laws; and no underground tank or other underground storage
      receptacle for Hazardous Substances is located on any portion of the
      Unencumbered Pool Properties except in material compliance with
      Environmental Laws; (ii) in the course of any activities conducted by the
      Borrower or the operators of its properties, no Hazardous Substances have
      been generated or are being used on the Unencumbered Pool Properties
      except materially in accordance with applicable Environmental Laws; (iii)
      there has been no release, i.e. any past or present releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting,
      escaping, disposing or dumping (a “Release”) or threatened Release of
      Hazardous Substances on, upon, into or from the Unencumbered Pool
      Properties, which Release would have a material adverse effect on the
      value of the Unencumbered Pool Properties; (iv) there have been no
      Releases on, upon, from or into any real property in the vicinity of any
      of the Unencumbered Pool Properties which, through soil or groundwater
      contamination, has come to be located on, and which has a material adverse
      effect on the value of the Unencumbered Pool Properties; and (v) any
      Hazardous Substances that have been generated by Borrower on any of the
      Unencumbered Pool Properties have been managed and/or disposed of
      materially in compliance with such permits and applicable Environmental
      Laws.

            


    

     

    


    
      	
               
      

            	
              (iv)

            	
              Except
      with respect to the Unencumbered Pool Properties known as Blue Lagoon and
      Collins Crossing, neither the Borrower nor any property comprising the
      Unencumbered Pool Properties is subject to any applicable Environmental
      Law requiring the performance of Hazardous Substances site assessments, or
      the removal or remediation of Hazardous Substances, or the giving of
      notice to any governmental agency or the recording or delivery to other
      Persons of an environmental disclosure document or statement by virtue of
      the transactions set forth herein and contemplated hereby, in any case
      which would reasonably be expected to have a material adverse effect on
      the business, assets or financial condition of the Borrower or result in
      cleanup expenses of Ten Million Dollars ($10,000,000.00) or more in the
      aggregate.

            


    

    



    
      
         


      

      
        -6-

         


      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              The
      Borrower shall indemnify, defend, and hold the Agent and the Lenders
      harmless of and from any claim brought or threatened against the Agent and
      the Lenders by the Borrower, any guarantor or endorser of the Obligations,
      or any governmental agency or authority or any other person (as well as
      from attorneys’ reasonable fees and expenses in connection therewith) on
      account of the presence of hazardous material or oil on any of the
      Unencumbered Pool Properties, the release of hazardous materials or oil on
      or from any of the Unencumbered Pool Properties, or the failure by the
      Borrower to comply with the terms and provisions hereof (each of which may
      be defended, compromised, settled, or pursued by the Agent with counsel of
      the Agent’s selection, but at the expense of the
      Borrower).  This indemnification covers any costs and expenses
      that the Agent and/or the Lenders may incur and any damages or other
      liabilities including reasonable attorneys’ fees for assessment,
      containment and/or removal of any hazardous material or oil from all or
      any portion of the Unencumbered Pool Properties or any surrounding
      areas.  The within indemnification shall survive payment of the
      Obligations and/or any termination, release, or discharge executed by the
      Agent in favor of the Borrower; provided, however, that such
      indemnification shall not apply to any claim brought or threatened against
      the Agent and/or the Lenders and arising from the Agent’s and/or the
      Lenders’ gross negligence or willful
  misconduct.”

            


    

     

    11.           Section
8.20 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
representations, warranties, covenants and agreements contained herein with
respect to the Unencumbered Pool Properties, or any of the properties comprising
the Unencumbered Pool Properties, shall be made as of the date hereof and no
representations, warranties, covenants and agreements are made with respect to
the Unencumbered Pool Properties subsequent to the date hereof.”

     

    12.           Section
9.2(c) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    
      	
              “(c)

            	
              contemporaneously
      with the delivery of the financial statements referred to in clause (a)
      above, a statement of all contingent liabilities of the Borrower which are
      not reflected in such financial statements or referred to in the notes
      thereto, certified by the principal financial or accounting office of FSP
      as fairly presenting the financial condition of the Borrower as at the
      close of business on the date(s) thereof, and upon request of the Agent,
      annual budget and cash flow forecasts for the Borrower and Unencumbered
      Pool Properties all in reasonable
detail;”

            


    

     

    13.           Section
9.3(a) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     


    
      
         


      

      
        -7-

         


      

      
         


      

    


    
      	
              “(a)

            	
              Upon
      request, the Borrower will provide evidence of insurance with respect to
      each of the properties comprising the Unencumbered Pool
      Properties.”

            


    

     

    14.           Section
9.4 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
Borrower will duly pay and discharge, or cause to be paid and discharged, before
the same shall become overdue all claims for labor, materials, or supplies that
if unpaid would reasonably be expected by law to become a lien or charge upon
any of its Other Properties, except as to Permitted Liens, or any of the
Unencumbered Pool Properties, except as to the Permitted Liens otherwise
permitted in the definition of Unencumbered Pool Properties.”

     

    15.           Section
9.5(a) of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    
      	
              “(a)

            	
              The
      Borrower shall permit the Agent and the Lenders at the Borrower’s expense,
      to visit and inspect any of the properties comprising the Unencumbered
      Pool Properties and will cooperate with the Agent and the Lenders during
      such inspections provided that
      this provision shall not be deemed to impose on the Agent and the Lenders
      any obligation to undertake such inspections; provided that
      so long as no Default or Event of Default shall have occurred and be
      continuing, the Borrower shall only be obligated to pay the reasonable
      expenses associated with one (1) such investigation of the books of
      account of the Borrower during any twelve (12) month period commencing
      with the first anniversary of this Agreement.  Any such
      inspections are to be conducted during normal business hours and prior to
      the occurrence and continuation of an Event of Default, Lenders shall
      provide Borrower with forty-eight (48) hours advance
    notice.”

            


    

     

    16.           Section
9.6 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
Borrower will comply in all material respects with (a) the applicable laws and
regulations wherever its business is conducted, including all Environmental Laws
and, in the case of the Borrower, all Requirements, (b) the provisions of its
Organizational Documents and all Loan Documents to which Borrower or Subsidiary
are signatories, (c) all agreements and instruments by which it or any of its
properties may be bound, including, all restrictions, covenants and easements
affecting the Unencumbered Pool Properties, (d) all applicable decrees, orders
and judgments, and (e) all licenses and permits required by applicable laws and
regulations for the conduct of its business or the ownership, use or operation
of its properties.”

     

    17.           Section
9.10 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
Borrower will promptly notify the Agent in writing of (i) the occurrence of any
Event of Default; (ii) the occurrence of any other event which is likely to have
a materially adverse effect on any of the properties comprising the Unencumbered
Pool Properties or the business or financial condition of the Borrower; or (iii)
the receipt by the Borrower of any notice of default or notice of termination
with respect to any contract or agreement relating to the ownership, operation,
or use of any of the properties comprising the Unencumbered Pool Properties
which is likely to have a materially adverse effect on the
Borrower.”

     


    
      
         


      

      
        -8-

         


      

      
         


      

    


    18.           Section
9.13 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “The
Borrower shall provide Agent with written notice of the establishment of a
Wholly Owned Subsidiary.  At the time of an Acquisition by a Wholly
Owned Subsidiary, such Wholly Owned Subsidiary which has become an owner of a
Property in connection with such Acquisition shall execute the Joinder Documents
so as to become a Borrower under this Agreement.”

     

    19.           Section
9.15 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “Borrower
shall provide Agent with written notice of all dispositions or Acquisitions of
individual properties by FSP or a Wholly Owned Subsidiary within seven (7) days
prior to the disposition or Acquisition.  With respect to any
Acquisitions, the notice shall include the location of the property, the
purchase price and the projected closing date.  With respect to any
disposition (other than an Affiliate Disposition) of individual properties by a
Wholly Owned Subsidiary, the notice shall include a certification from the chief
financial officer of FSP stating that such disposition shall not cause a
violation of any covenant contained herein, including, without limitation, any
breach of §10.8, both before and after such disposition, and that no Default or
Event of Default exists hereunder.  With respect to Syndication REITS,
Borrower will provide Agent with a copy of the applicable confidential offering
memorandum on or before the first Syndication Event for such
offering.  All real property acquired in an Acquisition by FSP or a
Wholly Owned Subsidiary (including a 1031 Property) shall become part of the
Property and shall be subject to the terms hereof, and the definition of
Property shall be deemed amended to include all such real property (including
1031 Property) and to exclude any property disposed of by the Borrower pursuant
to the terms hereof.”

     

    20.           Section
10.2(e) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(e)

            	
              Indebtedness
      secured by liens on Other Properties, and the liens on Unencumbered Pool
      Properties (limited to Permitted Liens permitted in the definition of
      Unencumbered Pool Properties) subject to the limitations in Section
      10.8(g);”

            


    

     

    21.           Section
10.2(f) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    “(f)       Reserved.”

     

    22.           Section
10.2(i) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(i)

            	
              Indebtedness
      not to exceed the principal amount of $1,000,000 at any time outstanding,
      including without limitation guarantees and capital leases;
      and”

            


    

     


    
      
         


      

      
        -9-

         


      

      
         


      

    


    23.           The
following new Section 10.2(j) is hereby added to the Loan
Agreement:

     

    
      	
              “(j)

            	
              Indebtedness arising
      from use of the Term Loan.”

            


    

     

    24.           Section
10.3 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

     

    “With
the exception of Permitted Liens, the Borrower will not (a) create or incur or
suffer to be created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge or other security interest of any kind upon any of the Borrower’s
Properties, or upon the income or profits therefrom; (b) transfer any of the
Borrower’s Properties or the income or profits therefrom for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors, except as provided
in Section 10.2(e); (c) acquire, or agree or have an option to acquire, any
property or assets upon conditional sale or other title retention or purchase
money security agreement, device or arrangement; (d) suffer to exist for a
period of more than thirty (30) days after the same shall have been incurred any
Indebtedness or claim or demand against it that if unpaid would likely by law or
upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever
over its general creditors; or (e) sell, assign, pledge or otherwise transfer
any accounts, contract rights, general intangibles, chattel paper or
instruments, with or without recourse; provided that the Borrower may create or
incur or suffer to be created or incurred or to exist liens in favor of the
Lenders under the Loan Documents and in favor of the agent and lenders under the
Term Loan.  Notwithstanding the foregoing, the Borrower may sell any
of its Property, whether now owned or hereafter acquired, provided that prior to
and after any such sale (i) the Borrower is in compliance with all of its
covenants herein, including, without limitation, the financial covenants
contained in §10.8, and (ii) No Default or Event of Default has occurred and is
continuing hereunder.”

     

    25.           Section
10.4(g) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    “(g)      mutual
funds managed by Agent and Co-Agent or their respective
affiliates;”

     

    26.           Section
10.8(a) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(a)

            	
              Loan to
      Value.  The ratio (“Loan to Value Ratio”) obtained by
      dividing the aggregate, without duplication, of (i) the outstanding
      principal balance of the Loan, (ii) the outstanding principal balance of
      the Term Loan, and (iii) other unsecured indebtedness  for
      borrowed money, by the Value of the Unencumbered Pool Properties,
      expressed as a percentage, shall not be greater than sixty percent
      (60%).  This covenant shall be tested at the end of each fiscal
      quarter of the Borrower.  In testing compliance with this
      covenant the Value of the Unencumbered Pool Properties attributed to any
      one property may not exceed 20% of the aggregate Value of the Unencumbered
      Pool Properties for all
properties.”

            


    

     

    27.           Section
10.8(b) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     


    
      
         


      

      
        -10-

         


      

      
         


      

    


    
      	
              “(b)

            	
              Ratio of Net Operating
      Income to Debt Service Charges.  The Borrower will not
      permit the ratio of Net Operating Income of Borrower to Debt Service
      Charges to be less than 2.0 to 1.0.  This covenant shall be
      tested at the end of each fiscal quarter of the
  Borrower.”

            


    

    


    28.           Section
10.8(c) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(c)

            	
              Consolidated
      Indebtedness.  The Borrower will not permit Consolidated
      Indebtedness to exceed 50% of the aggregate of (i) the Value of the
      Properties plus (ii) the book value of all tangible assets of the Borrower
      (other than real estate and after eliminating any duplication which will
      include (a) cash and cash equivalents, (b) stock held in Syndication
      REITS, and (c) mortgage receivables from Syndication
      REITS).  This covenant shall be tested at the end of each fiscal
      quarter of the Borrower.”

            


    

     

    29.           Section
10.8(e) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(e)

            	
              Account
      Balances.  The Borrower, any Wholly Owned Subsidiaries
      and affiliated companies, shall, at all times, maintain with the Agent or
      its affiliate minimum checking account and savings account (exclusive of
      trust accounts) collected balances of $1,500,000.00 (less any amount
      maintained in checking accounts and savings accounts (exclusive of trust
      accounts) with the agent under the Term Loan).  This covenant
      shall be tested at the end of each fiscal quarter of the
      Borrower.”

            


    

     

    30.           Section
10.8(g) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(g)

            	
              Maximum Secured
      Debt.  The Borrower will not permit secured Indebtedness
      of the Borrower to exceed 25% of the Value of the
    Properties.”

            


    

     

    31.           The
following new Section 10.8(h) is hereby added to the Loan
Agreement:

     

    
      	
              “(h)

            	
              Unencumbered Pool
      Coverage Ratio.  The Borrower will not permit the ratio
      of Net Operating Income attributable to the ownership and operation of the
      Unencumbered Pool Properties to Debt Service Charges on Unencumbered Pool
      Properties to be less than 2.0 to 1.0.  This covenant shall be
      tested at the end of each fiscal quarter of the
  Borrower.”

            


    

     

    32.           Section
10.9(a) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(a)

            	
              Seek
      the dissolution or winding up, in whole or in part, of the Borrower (other
      than after the property of such Borrower has been disposed of in
      accordance with the provisions of this Agreement) or voluntarily file, or
      consent to the filing of, a petition for bankruptcy, reorganization,
      assignment for the benefit of creditors or similar proceedings;
      and”

            


    

     


    
      
         


      

      
        -11-

         


      

      
         


      

    


    33.           Section
11.1(c) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(c)

            	
              with
      the exception of a Permitted Lien, title to the Unencumbered Pool
      Properties is or becomes reasonably unsatisfactory to the Lenders by
      reason of any lien, charge, encumbrance, title condition or exception and
      such matter causing title to be or become unsatisfactory is not cured to
      Lenders’ reasonable satisfaction or removed within twenty (20) days after
      notice thereof from the Agent to the Borrower;
  or”

            


    

     

    34.           Section
11.1(d) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(d)

            	
              the
      Unencumbered Pool Properties or any material part thereof is subject to a
      Taking; or”

            


    

     

    35.           Section
11.1(h) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(h)

            	
              any
      suit or proceeding shall be filed against the Borrower or any of the
      properties comprising the Unencumbered Pool Properties which is reasonably
      likely to result in a judgment which would have a materially adverse
      affect on the ability of the Borrower to perform their respective material
      obligations under and by virtue of the Loan Documents;
  or”

            


    

     

    36.           Section
11.1(o) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

     

    
      	
              “(o)

            	
              any
      of the Loan Documents shall be canceled, terminated, revoked or rescinded
      by Borrower otherwise than in accordance with the terms thereof or with
      the express prior approval of the Lenders, or any action at law, suit in
      equity or other legal proceeding to cancel, revoke or rescind any of the
      Loan Documents shall be commenced by or on behalf of the Borrower which is
      a party thereto or any of their respective stockholders, partners or
      beneficiaries, or any court or any other governmental or regulatory
      authority or agency of competent jurisdiction shall make a determination
      that, or issue a judgment, order, decree or ruling to the effect that, any
      one or more of the Loan Documents is illegal, invalid or unenforceable
      against the Borrower in accordance with the terms thereof;
    or”

            


    

     

    37.           Section
11.1(r) of the Loan Agreement is hereby amended by deleting it in its entirety
and replacing it with the following:

     

    
      	
              “(r)

            	
              any
      failure by the Borrower to duly perform all of its obligations under any
      Hedging Contract that hedges the Borrower’s interest rates under this Loan
      Agreement, which such failure results in the designation by the Agent of
      an “Early Termination Date” with respect to the Borrower pursuant to (and
      as defined under) Section 6(a) of the applicable Hedging
      Contract.”

            


    

     


    
      
         


      

      
        -12-

         


      

      
         


      

    


    38.           The
current Section 11.1(s) of the Loan Agreement is hereby changed to “Section
11.1(t)” and the following new Section 11.1(s) is hereby added to the Loan
Agreement:

     

    “(s)           any
Event of Default under the Term Loan; or”

     

    39.           Section
11.3 of the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with the following

     

    “If
any one or more of the Events of Default shall have occurred and continued
beyond any applicable grace periods, and whether or not the Lenders shall have
terminated its obligations to make Advances or accelerated the maturity of the
Loan pursuant to §11.2, the Agent and the Lenders may proceed to protect and
enforce its rights and remedies under this Agreement, the Note or any of the
other Loan Documents, including, by foreclosure, exercise of set-off or pledge
rights and/or by suit in equity, action at law or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in
this Agreement and the other Loan Documents or any instrument pursuant to which
the Obligations are evidenced, including as permitted by applicable law the
obtaining of the ex
parte appointment of a receiver, and, if any amount owed to the Agent or
the Lenders shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of the Agent
or the Lenders.  No remedy conferred upon the Agent or the Lenders or
the holder of the Note in this Agreement or in any of the other Loan Documents
is intended to be exclusive of any other remedy and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or
thereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

    


    Notwithstanding
any provisions of this Agreement to the contrary, all terms and conditions of
this Agreement, and all rights and remedies of the Lenders hereunder are subject
to and limited by the terms and conditions of the Intercreditor Agreement as the
terms of the Intercreditor Agreement may be applicable to same.”

     

    40.           Section
11.4 of the Loan Agreement is hereby deleted in its entirety and is replaced
with the following:

     

    “11.4                      Distribution
of  Proceeds.  Subject to the terms and conditions
hereof, the Agent shall distribute all Liquidation Proceeds allocated to the
Loan as provided above on a pro-rata basis in the order and manner set forth
below:

     

    
      	
               
      

            	
              First:

            	
              To
      the Agent, towards any fees and any expenses for which the Agent is
      entitled to reimbursement under this Agreement or the other Loan Documents
      not theretofore paid to the Agent.

            


    

     

    
      	
               
      

            	
              Second:

            	
              To
      all Lenders in accordance with their proportional share based upon their
      respective Commitment Percentages until all Lenders have been reimbursed
      for all expenses which such Lenders have previously paid to the Agent and
      not theretofore paid to such
Lenders.

            


    

     


    
      
         


      

      
        -13-

         


      

      
         


      

    


    
      	
               
      

            	
              Third:

            	
              To
      the ratable payment, on a pari passu basis, of (a) all principal and
      interest due to Lenders under the Loan, with each Lender applying the
      proceeds for purposes of this Agreement first against the outstanding
      principal balance due to such Lender under the Loan and then to accrued
      and unpaid interest due under the Loans, and (b) any outstanding
      obligations under any Hedging Contract (including outstanding obligations
      to any hedge provider which was a Lender or Affiliate of a Lender at the
      time such derivative transaction was entered
  into).

            


    

     

    
      	
               
      

            	
              Fourth:

            	
              To
      all applicable Lenders in accordance with their proportional share based
      upon their respective Commitment Percentages until all Lenders have been
      paid in full all other amounts due to such Lenders under the Loan
      including, without limitation, any costs and expenses incurred directly by
      such Lenders to the extent such costs and expenses are reimbursable to
      such Lenders by the Borrowers under the Loan
  Documents.

            


    

     

    
      	
               
      

            	
              Fifth:

            	
              To
      the Borrowers or such third parties as may be entitled to claim
      Liquidation Proceeds.”

            


    

     

    41.           Section
13 of the Loan Agreement is hereby deleted in its entirety and is replaced with
the following:

     

    “The
Borrower agrees to pay (a) the reasonable costs of producing and reproducing
this Agreement, the other Loan Documents and the other agreements and
instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Lenders (other than franchise taxes
and taxes based upon the Lenders’ net income or receipts), including any taxes
payable on or with respect to the transactions contemplated by this Agreement,
including any taxes payable by the Lenders after the Closing Date (the Borrower
hereby agreeing to indemnify the Lenders with respect thereto), (c) the
reasonable fees, expenses and disbursements of the Agent’s counsel or any local
counsel to the Agent incurred in connection with the preparation or
interpretation of the Loan and the Loan Documents and other instruments
mentioned herein, the making of each Advance hereunder, and amendments,
modifications, approvals, consents or waivers hereto or hereunder, (d) the
reasonable fees, expenses and disbursements of the Agent incurred in connection
with the preparation or interpretation of the Loan and the Loan Documents and
other instruments mentioned herein, and the making of each Advance hereunder
(including all reasonable appraisal fees, and surveyor fees subject to the terms
of §9.5 hereof), (e) all reasonable out-of-pocket expenses (including reasonable
attorneys’ fees and costs) and the reasonable fees and costs of consultants,
accountants, auctioneers, receivers, brokers, property managers, appraisers,
investment bankers or other experts retained by the Agent or the Lenders in
connection with (i) the enforcement of or preservation of rights under any of
the Loan Documents against the Borrower or the administration thereof after the
occurrence and during the continuation of a Default or Event of Default and (ii)
any litigation, proceeding or dispute arising hereunder, (f) all reasonable
fees, expenses and disbursements of the Agent and the Lenders incurred in
connection with UCC searches, UCC filings, title rundowns, title searches or
mortgage recordings in accordance with the terms hereof; and (g) all reasonable
costs associated with annual inspections, or at any time after the occurrence
and continuation of an Event of Default, all reasonable expenses incurred by
Agent for site visits for real property located outside of the Commonwealth of
Massachusetts which expenses shall not exceed $10,000.00 per
year.  The covenants of this Section shall survive payment or
satisfaction of payment of all amounts owing with respect to the
Notes.”

     


    
      
         


      

      
        -14-

         


      

      
         


      

    


    42.           Section
14 of the Loan Agreement is hereby deleted in its entirety and is replaced with
the following:

     

    “The
Borrower agrees to indemnify and hold harmless the Agent and the Lenders from
and against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Agreement or any of
the other Loan Documents or the transactions contemplated hereby and thereby
including, without limitation, (a) any brokerage, leasing, finders or similar
fees, (b) any disbursement of the proceeds of any of the Advances, (c) any
condition of the properties comprising the Unencumbered Pool Properties whether
related to the quality of construction or otherwise, (d) any actual or proposed
use by the Borrower of the proceeds of any of the Advances, (e) any actual or
alleged violation of any Requirements or Project Approvals, (f) any action taken
by Lender to enforce its rights and remedies under the Loan Documents, including
the rights and remedies set forth in §11 hereof, or (g) the Borrower entering
into or performing this Agreement or any of the other Loan Documents, in each
case including, without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other
proceeding, and in each case except to the extent such claims, actions, suits,
liabilities, losses, damages or costs arise due to Agent’s or a Lender’s gross
negligence or intentional misconduct.  In litigation, or the
preparation therefor, the Lenders shall be entitled to select its own counsel
and, in addition to the foregoing indemnity, the Borrower agrees to pay within
thirty (30) days the reasonable fees and expenses of such
counsel.  The obligations of the Borrower under this Section shall
survive the repayment of the Loan and shall continue in full force and effect so
long as the possibility of such claim, action or suit exists.  If, and
to the extent that the obligations of the Borrower under this Section are
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment in satisfaction of such obligations which is
permissible under applicable law.”

     

    43.           Section
17 of the Loan Agreement is hereby deleted in its entirety and is replaced with
the following:

     

    “All
covenants, agreements, representations and warranties made herein, in the Notes,
in any of the other Loan Documents or in any documents or other papers delivered
by or on behalf of the Borrower pursuant hereto and thereto shall be deemed to
have been relied upon by the Lenders, notwithstanding any investigation
heretofore or hereafter made by it, and shall survive the making by the Lenders
of the Advances, as herein contemplated, and shall continue in full force and
effect either (i) so long as any amount due under this Agreement or the Note or
any of the other Loan Documents remains outstanding or the Lenders have any
obligation to make any Advances or (ii) for such longer period as may be
expressly provided for herein or in any other Loan Document.  All
statements contained in any certificate or other paper delivered to the Agent or
the Lenders at any time by or on behalf of any Person or any Subsidiary thereof
pursuant hereto shall constitute representations and warranties by such
Person.”

     


    
      
         


      

      
        -15-

         


      

      
         


      

    


    44.           Section
18.12.6 of the Loan Agreement is hereby deleted in its entirety and is replaced
with the following:

     

    “If
any Lender (including the Agent), acting in its individual capacity, shall
exercise any right of setoff against a deposit balance or other account of the
Borrower held by such Lender on account of the Obligations of the Borrower under
this Agreement, such lender shall remit to the Agent all such sums received
pursuant to the exercise of such right of setoff, and the Agent shall apply all
such sums for the benefit of all of the Lenders hereunder in accordance with the
terms of this Agreement.”

     

    45.           Section
18.16 of the Loan Agreement is hereby deleted in its entirety and is replaced
with the following:

     

    “The
Borrower agrees that in addition to disclosures made in accordance with standard
and customary banking practices any Lender may disclose information obtained by
such Lender pursuant to this Agreement to assignees or participants and
potential assignees or participants hereunder; provided that such assignees or
participants or potential assignees or participants shall agree (a) to treat in
confidence such information unless such information otherwise becomes public
knowledge, (b) not to disclose such information to a third party except as
required by law or legal process and (c) not to make use of such information for
purposes of transactions unrelated to such contemplated assignment or
participation.  The Agent and the Lenders agree to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to it and its affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or participant in, or any prospective assignee
of or participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any Hedging
Contract relating to the Borrower and its obligations, (g) with the written
consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Agent or the Lenders on a nonconfidential basis from a
source other than the Borrower.  For purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or any of
its businesses, other than any such information that is available to the Agent
or the Lenders on a nonconfidential basis prior to disclosure by the Borrower,
provided that,
in the case of information received from the Borrower after the date hereof,
such information either (x) consists of financial statements or (y) is clearly
identified at the time of delivery as confidential.  Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

    



    
      
         


      

      
        -16-

         


      

      
         


      

    


    AGENT
AND EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER OR
ITS RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.”

     

    46.           The
current second paragraph in Section 18.18 of the Loan Agreement is hereby
deleted in its entirety and is replaced with the following:

     

    “No
term or provision of this Agreement or any other Loan Document may be changed,
waived, discharged or terminated, nor may any consent required or permitted by
this Agreement or any other Loan Document be given, unless such change, waiver,
discharge, termination or consent receives the written approval of the Required
Lenders, unless the Agent is specifically allowed to give such consent,
amendment or waiver pursuant to the terms hereof.  The Borrower shall
be required to give its written consent to any amendment of this Agreement and
the Loan Documents.

    


    Notwithstanding
the foregoing, written approval from a Supermajority of Lenders (other than a
Delinquent Lender) shall be required with respect to any proposed amendment,
waiver, discharge, termination, or consent which:

    


    (i)           results
in Borrower creating, incurring, assuming or guarantying any new Indebtedness
other than as permitted under Section 10.2 of this Agreement; or

    


    (ii)           amends,
modifies or waives any of the financial covenants set forth in Section 10.8 of
this Agreement.

    


    Additionally, notwithstanding the
foregoing, the unanimous written approval of all the Lenders (other than a
Delinquent Lender) shall be required with respect to any proposed amendment,
waiver, discharge, termination, or consent which:

    


    (i)           has
the effect of (a) extending the final scheduled maturity or the date of any
amortization payment of any Loan or Note, (b) reducing the rate or extending the
time of payment of interest or fees thereon, (c) increasing or reducing the
principal amount thereof, or (d) otherwise postponing or forgiving any
indebtedness thereunder,

    


    (ii)           amends,
modifies or waives any provisions of this paragraph.

     

    
      (iii)           changes
the percentage specified in the definition of Required Lenders or Supermajority
of Lenders,

      


      (iv)           except
as otherwise provided in this Agreement, change the amount of any Lender’s
Commitment or Commitment Percentage, or




    
      
         


      

      
        -17-

         


      

      
         


      

    


    


    (v)           releases
or waives any of the indemnifications provided in the Loan
Documents;

    


    and
provided, further, that without the consent of the Agent, no such action shall
amend, modify or waive any provision of this Article 18.18 or any other
provisions of any Loan Document which relates to the rights or obligations of
the Agent.”

    


    47.           Section
21 of the Loan Agreement is hereby amended by deleting the existing notice
information for Wachovia Bank, National Association and replacing it with the
following:

     

    


    “Wachovia
Bank, NA

    Real
Estate Asset Management

    190
River Road (NJ3411)

    Summit,
NJ  07901

    Attention:
Mr. Louis Ricchione, Vice President

    Fax:
908-598-3617”

    


    48.           The
Loan Agreement is hereby amended by adding the following new Section 31
thereto:

     

    “CUSTOMER IDENTIFICATION -
USA PATRIOT ACT NOTICE; OFAC AND BANK SECRECY ACT.  The Agent
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the
"Act"), and the
Agent's policies and practices, the Agent is required to obtain, verify and
record certain information and documentation that identifies the Borrower, which
information includes the name and address of the Borrower and such other
information that will allow the Agent to identify the Borrower in accordance
with the Act.  In addition, the Borrower shall (a) ensure that no person
who owns a controlling interest in or otherwise controls the Borrower or any
subsidiary of the Borrower is or shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by the
Office of Foreign Assets Control ("OFAC"), the
Department of the Treasury or included in any Executive Orders as a blocked
person, (b) not use or permit the use of the proceeds of the Loan to violate any
of the foreign asset control regulations of OFAC or any enabling statute or
Executive Order relating thereto, and (c) comply, and cause any of its
subsidiaries to comply, with all applicable Bank Secrecy Act ("BSA") laws and
regulations, as amended.”

     

    49.           The
definition of “Agent” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Agent.  Citizens
acting as agent for the Lenders.”

     

    
      50.           The
definition of “Baltimore Property” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

       

      “Baltimore
Property.  The office property located at 120 East Baltimore
Street, Baltimore, Maryland.”

       

    


    
      
         


      

      
        -18-

         


      

      
         


      

    

     

    51.           The
definition of “Consolidated Total Asset Value” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Consolidated Total Asset
Value.  The value of all properties owned by the Borrower or
subsidiaries by utilizing a 8.25% capitalization rate (7% for CBD Properties)
based on the most recent quarter’s Net Operating Income from all properties
owned by the Borrower times 4, plus the book value of all other tangible assets
(including stock and mortgage Syndication REITS).  In addition, in
determining Consolidated Total Asset Value for the first 12 months after an
acquisition, the Borrower may include such newly acquired property at either the
cost basis value or the capitalization rate value.  Further, in
valuing development properties, and at Borrower’s election, either a cost basis
value or a capitalization rate (annualized as appropriate) value will be applied
to such properties based on the most recent quarter’s Net Operating Income times
4.”

     

    52.           The
definition of “Debt Service Charges” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Debt Service
Charges.  For any fiscal period of the Borrower, without
duplication, the sum of the expenses of the Borrower for such period for (x)
Debt Service on Floating Rate Debt, (y) Debt Service on Fixed Rate Debt, and (z)
fees payable in connection with any other Consolidated Indebtedness secured by
all or any part of the Properties in each case determined in accordance with
generally accepted accounting principles.”

     

    53.           The
definition of “Government Authority in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Government
Authority.  The United States of America, the State in which
any of the properties comprising the Unencumbered Pool Properties is located,
the city or town in which the land is located, and any political subdivision
agency, authority, department, commission, board, bureau, or instrumentality of
any of them.”

     

    54.           The
definition of “Hedging Contracts” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Hedging Contracts
means, interest rate swap agreements, interest rate cap agreements and interest
rate collar agreements, or any other agreements or arrangements designed to
protect the Borrower against fluctuations in interest rates or currency exchange
rates entered into between (a) the Borrower and the Agent (or its affiliate)
and/or any Lender  (or its affiliate), (b) if a Borrower Election of
Early Termination has occurred under the applicable Hedging Contract, any such
Hedging Contract made by Borrower and another Lender (or affiliate), and/or (c)
if a Permitted Transfer has occurred under the applicable Hedging Contract, any
such Hedging Contracts made by the Borrower and a Permitted
Transferee.  “Borrower Election of Early Termination” shall mean that
(i) Borrower has designated an Early Termination Date pursuant to (and as
defined under) the applicable Hedging Contract, or (ii) Borrower has designated
an Early Termination Date under the applicable Hedging Contract as a result of a
Ratings Change.  “Permitted Transfer” shall mean a transfer under
Section 6(b)(ii) or Section 7, as applicable, of the applicable Hedging
Contract.  “Permitted Transferee” shall mean a permitted transferee
under Section 6(b)(ii) or Section 7, as applicable, of the applicable Hedging
Contract.”

     


    
      
         


      

      
        -19-

         


      

      
         


      

    


    55.           The
definition of “Permitted Liens” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Permitted
Liens.  Liens: (i) permitted by §9.4, (ii) for taxes unpaid and
diligently contested in good faith by the Borrower unless payment is required
prior to the contesting of any such taxes and provided no enforcement
proceedings have been commenced with respect to any lien filed in connection
with such dispute and adequate reserves have been established for such taxes,
(iii) for assessments, governmental charges, liens for labor, materials or
supplies which do not materially interfere with the use of the properties
comprising the Unencumbered Pool Properties or the operation of the business of
the Borrower and do not exceed in the aggregate at any one time $5,000,000.00,
(iv) liens on a property existing at the time of acquisition and refinancings of
such liens, (v) liens on any 1031 Property consisting of any liens of FSP, a
Wholly Owned Subsidiary or the 1031 Intermediary, (vi) liens securing
Indebtedness permitted under Section 10.2(e), and (vii) other liens which do not
exceed in the aggregate at any one time $1,000,000.00.”

    


    56.           The
definition of “Project Approvals” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Project
Approvals.  All approvals, consents, waivers, orders,
agreements, acknowledgments, authorizations, permits and licenses required under
applicable Requirements or under the terms of any restriction, covenant or
easement affecting any of the properties comprising the Unencumbered Pool
Properties, or otherwise necessary or desirable, for the ownership, acquisition,
construction, equipping, use, occupancy and operation of any of the properties
comprising the Unencumbered Pool Properties, whether obtained from a
Governmental Authority or any other Person.”

     

    57.           The
definition of “Required Lenders” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     

    “Required
Lenders.  As of any date, the Lenders holding at least sixty
percent (60%) of the outstanding principal amount of the Notes on such date; and
if no such principal is outstanding, the Lenders whose aggregate Commitments
constitute at least sixty percent (60%) of the Total Commitment; provided,
however, as long as there are only two (2) Lenders, Required Lenders shall
require that both Lenders concur on any decision requiring Required Lenders’
consent.”

     

    58.           The
definition of “Requirements” in Schedule 1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:

     


    
      
         


      

      
        -20-

         


      

      
         


      

    


    “Requirements.  Any
law, ordinance, code, order, rule or regulation of any Governmental Authority
relating in any way to the acquisition, ownership, construction, use, occupancy
and operation of the properties comprising the Unencumbered Pool
Properties.”

     

    59.           Schedule 1 of the
Loan Agreement is hereby amended by deleting the following definitions
therein:

     

    (a)           Borrowing
Base Properties

     

    (b)           Debt
Service on the Loan

     

    (c)           Overline
Amount

     

    (d)           Overline
Facility

     

    (e)           Overline
Loan

     

    (f)           Value
of the Borrowing Base Properties

     

    60.           Schedule 1 of the
Loan Agreement is hereby amended by adding the following new definitions
thereto:

     

    “Debt Service Charges on
Unencumbered Properties.  Shall mean, for any fiscal period of
the Borrower, without duplication, the sum of the expenses of the Borrower for
such period for (x) Unsecured Floating Rate Debt Service, (y) Unsecured Fixed
Rate Debt Service, and (z)  fees payable in connection with any other
unsecured Indebtedness for borrowed money of the Borrower, in each case
determined in accordance with generally accepted accounting
principles.”

     

    “Debt Service on Fixed Rate
Debt.  Shall mean the principal and interest payable for the
applicable reporting period on (x)  the
outstanding  principal amount of loans under the Term Loan plus (y)
any other Indebtedness for borrowed money with respect to which the interest
rate is fixed for three or more years based on the original term of such
Indebtedness (including any Indebtedness which by its terms is calculated at a
floating rate but which is hedged pursuant to interest rate swap contracts), in
each case determined in accordance with generally accepted accounting
principles.”

     

    “Debt Service on Floating
Rate Debt.  Shall mean the principal and interest payable on
the outstanding loan balance of any Indebtedness bearing interest at a floating
rate (excluding any Indebtedness which by its terms is calculated at a floating
rate but which is hedged pursuant to interest rate swap contracts, for example
the Indebtedness under the Term Loan) for the applicable reporting
period.  Debt Service on Floating Rate Debt shall be calculated based
upon the greater of: (i) the actual interest rate in effect under the applicable
loan for the test period plus principal payments based upon a twenty (20) year
amortization schedule, or (ii) the greater of (I) the rate for the ten (10) year
United States Treasury obligations in amounts approximating the principal
balance of the Loan during the test period plus one hundred eighty five (185)
basis points, or (II) seven and one-half percent (7.5%) per annum, plus in the
case of (I) and (II), principal payments based upon a twenty (20) year
amortization schedule.”

     


    
      
         


      

      
        -21-

         


      

      
         


      

    


    “Executive Order.
Shall mean Executive Order No. 13224, 66 Fed. Reg. 49079 published September 25,
2001 or any similar executive orders.”

     

    “Intercreditor
Agreement.  The intercreditor agreement of even date between
the lenders under the Loan and the lenders under the Term
Facility.”

     

    “Other
Properties.  Shall mean all real properties owned by a
Borrower, other than Unencumbered Pool Properties.”

     

    “Properties.  Collectively,
the Unencumbered Pool Properties and the Other Properties.”

     

    “Ratings Change means
on any date, either Moody’s or S&P assigns a rating below the Rating
Threshold (as defined below), or fails to assign a rating, to the unsecured,
unguaranteed and unsupported senior long-term debt or other similar obligations
of Citizens. As used herein, (x) “Moody’s” means Moody’s Investors Service,
Inc., or any successor nationally recognized statistical rating organization,
(y) “S&P” means Standard & Poor’s Ratings Services, or any successor
nationally recognized statistical rating organization, and (z) “Rating
Threshold” means (A) with respect to Moody’s, “Baa” and (B) with respect to
S&P, BBB.

     

    “Supermajority of
Lenders.  As of any date, the Lenders holding at least
seventy-five percent (75%) of the outstanding principal amount of the Notes on
such date; and if no such principal is outstanding, the Lenders whose aggregate
Commitments constitute at least seventy-five percent (75%) of the Total
Commitment; provided, however, as long as there are only two (2) Lenders, a
Supermajority of Lenders shall require that both Lenders concur on any decision
requiring a Supermajority of Lenders’ consent.”

     

    “Term
Loan.  Means the term facility as evidenced by the Term Loan
Agreement dated October ___, 2008 with a present maximum amount of $75,000,000
between the Borrower and the lenders thereunder, as may be amended, modified,
restated or revised from time to time.”

     

    “Unencumbered Pool
Properties. Collectively, the real properties listed on Exhibit H -
Unencumbered Pool Properties.  Exhibit H shall be
deemed amended (A) to exclude real properties owned by the Borrower which have
liens thereon which secure Indebtedness, (B) to include real properties owned by
Borrower which are free of liens which secure Indebtedness (including any
Indebtedness which may have previously existed but is subsequently repaid,
satisfied or otherwise discharged) and (C) to reflect Acquisitions and
dispositions of real properties pursuant to Section 9.15.  A real
property shall be deemed to be included as an Unencumbered Pool Property if any
lien thereon is of the type specified in clauses (i), (ii), (iii), and/or (v) of
the definition of Permitted Liens.”

     

    “Unsecured Fixed Rate Debt
Service.  Debt Service on Fixed Rate Debt calculated with
reference only to any applicable Indebtedness that is unsecured.”

     


    
      
         


      

      
        -22-

         


      

      
         


      

    


    “Unsecured Floating Rate Debt
Service.  Debt Service on Floating Rate Debt calculated with
reference only to any applicable Indebtedness that is unsecured.”

     

    “Value of the
Properties.  As of the relevant date of determination the
aggregate value of the Properties based upon the test quarter Net Operating
Income multiplied by four (4) and divided by a 8.25% capitalization rate (7% for
CBD Properties).  For any acquisitions made during a quarter the Net
Operating Income will be calculated by dividing Net Operating Income by the
number of months such asset(s) is owned during such test quarter multiplied by 3
to approximate a full quarter.”

     

    “Value of the Unencumbered
Pool Properties.  As of the relevant date of determination the
aggregate value of all of the properties comprising the Unencumbered Pool
Properties based upon the test quarter Net Operating Income multiplied by four
(4) and divided by a 8.25% capitalization rate (7% for CBD
Properties).  For any acquisitions made during a quarter the Net
Operating Income will be calculated by dividing Net Operating Income by the
number of months such asset(s) is owned during such test quarter multiplied by 3
to approximate a full quarter.”

     

    61.           Schedule 2 of the
Loan Agreement is hereby amended by deleting “FSP Austin N.W. Limited
Partnership (MA)” therefrom, and adding “FSP East Baltimore Street LLC (DE)” and
“FSP Park Ten Phase II Limited Partnership (TX)” thereto.

     

    62.           Exhibit
H of the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with Exhibit H attached
hereto.

     

    63.           All
of the terms and conditions of the Loan Documents (except as modified hereby)
shall remain in full force and effect, and Borrower hereby confirms and ratifies
all of the covenants contained in the Loan Agreement and the other Loan
Documents in all respects as of the date hereof (except for those which
expressly relate to an earlier date).

     

    64.           Borrower
represents and warrants to the best of its knowledge and belief that no Default
or Event of Default has occurred and is continuing under the Loan Agreement or
any other Loan Document.

     

    65.           The
Borrower represents, warrants and agrees that it has no claims, defenses,
counterclaims or offsets against the Agent and the Lenders in connection with
the Loan or any Loan Document, and to the extent that any such claim, defense,
counterclaim or offset may exist on the date hereof, the Borrower hereby WAIVES
and RELEASES the Agent and Lenders from same.

     

    66.           This
First Amendment shall take effect as a sealed instrument under the laws of The
Commonwealth of Massachusetts as of the date first above written.

     

    67.           This
First Amendment may be executed in two or more counterparts each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    [Signature Pages
Follow.]


    
      
         


      

      
        -23-

         


      

      
         


      

    

    

      IN
WITNESS WHEREOF, this First Amendment has been executed and delivered as an
instrument under seal as of the date first above written.

       

      


       

      
        	
                WITNESS

                 

                 

                 

                /s/ Scott
      Carter                                

                 

              	
                FRANKLIN
      STREET PROPERTIES CORP.,

                a
      Maryland corporation

                 

                 

                By:      /s/
      George J. Carter

                Name:
      George J. Carter

                Title:
      President and Chief Executive Officer

                 

              
	 
      	
                FSP
      HOLDINGS LLC,

                a
      Delaware limited liability company

                 

                 

                By:
           /s/
      George J. Carter

                Name:
      George J. Carter

                Title:
      President and Chief Executive Officer

                 

              
	 
      	
                FSP
      INVESTMENTS LLC,

                a
      Massachusetts limited liability company

                 

                 

                By:
          /s/
      George J. Carter

                Name:
      George J. Carter

                Title:
      President

                 

              
	 
      	
                FSP
      PROPERTY MANAGEMENT LLC,

                a
      Massachusetts limited liability company

                 

                 

                By:
          /s/
      George J. Carter

                Name:
      George J. Carter

                Title:
      Executive Vice President

                 

              
	 
      	
                FSP
      PROTECTIVE TRS CORP.,

                a
      Massachusetts corporation

                 

                 

                By:
          /s/
      George J. Carter

                Name:
      George J. Carter

                Title:
      President

                 

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      HILLVIEW CENTER LIMITED PARTNERSHIP, 

                a
      Massachusetts limited partnership

                 

                By:       FSP
      Holdings LLC, its General Partner

                 

                 

                By:      /s/
      George J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              
	 
      	
                FSP
      MONTAGUE BUSINESS CENTER CORP.,

                a
      Delaware corporation

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      GREENWOOD PLAZA CORP.,

                a
      Delaware corporation

                 

                 

                By:
      /s/ George J.
      Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      380 INTERLOCKEN CORP.,

                a
      Delaware corporation

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      390 INTERLOCKEN LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      BLUE LAGOON DRIVE LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      ONE OVERTON PARK LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      NORTHWEST POINT LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      RIVER CROSSING LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      BOLLMAN PLACE LIMITED PARTNERSHIP,

                a
      Massachusetts limited partnership

                 

                By:       FSP
      Holdings LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      SOUTHFIELD CENTRE LIMITED PARTNERSHIP, 

                a
      Massachusetts limited partnership

                 

                By:       FSP
      Holdings LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              
	 
      	
                FSP
      FOREST PARK IV NC LIMITED PARTNERSHIP,

                 a
      North Carolina limited partnership

                 

                By:        FSP
      Forest Park IV LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

                 

              
	 
      	
                FSP
      PARK SENECA LIMITED PARTNERSHIP,

                a
      Massachusetts limited partnership

                 

                By:       FSP
      Holdings LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              
	 
      	
                FSP
      ADDISON CIRCLE LIMITED PARTNERSHIP,

                a
      Texas limited partnership

                 

                By:       FSP
      Addison Circle LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      PARK TEN PHASE II LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:       FSP
      Park Ten Development LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      COLLINS CROSSING LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:           FSP
      Collins Crossing LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      ELDRIDGE GREEN LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:           FSP
      Eldridge Green LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      LIBERTY PLAZA LIMITED PARTNERSHIP,

                a
      Texas limited partnership

                 

                By:           FSP
      Holdings LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      PARK TEN PHASE II LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:       FSP
      Park Ten Development LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      COLLINS CROSSING LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:       FSP
      Collins Crossing LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      ELDRIDGE GREEN LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:       FSP
      Eldridge Green LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      LIBERTY PLAZA LIMITED PARTNERSHIP,

                a
      Texas limited partnership

                 

                By:       FSP
      Holdings LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President and Chief
      Executive Officer

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                FSP
      PARK TEN LIMITED PARTNERSHIP,

                a
      Texas limited partnership

                 

                By:       FSP
      Park Ten LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              
	 
      	
                FSP
      WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, 

                a
      Texas limited partnership

                 

                By:       FSP
      Willow Bend Office Center LLC, its General Partner

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

                 

              
	 
      	
                FSP
      INNSBROOK CORP,

                a
      Delaware corporation

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

                 

              
	 
      	
                FSP
      EAST BALTIMORE STREET LLC,

                a
      Delaware limited liability company

                 

                 

                By:
       /s/ George
      J. Carter

                Name: George J.
      Carter

                Title: President

                 

              


      


      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                RBS
      CITIZENS, NATIONAL ASSOCIATION,

                Agent
      and Lender

                 

                 

                By:
      /s/ Daniel R. Ouellette     

                Name:  Daniel R.
      Ouellette

                Title:  Senior Vice
      President

                 

                 

              


      

      



      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                BANK
      OF AMERICA, N.A., Lender

                 

                 

                

                  By:
      /s/ Israel Lopez     

                  Name:  Israel
      Lopez

                  Title:  Senior Vice
      President

                   

                

              


      

      



      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                CHEVY
      CHASE BANK, F.S.B., Lender

                 

                 

                

                  By:
      /s/ Carlos L Heard     

                  Name:  Carlos L.
      Heard

                  Title:  Group Vice
      President

                

                 

              


      

      



      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION, Lender

                 

                 

                

                  By:
      /s/ Louis M. Ricchione     

                  Name:  Louis M.
      Ricchione

                  Title:  Vice President
      

                             Real Estate
      Management

                   

                

              


      

      


      



      
        
          
            [Signature
Page to First Amendment to Loan Agreement]

          

           


        

        
           


           


        

        
           


        

      


      SCHEDULE
1

       

      FSP
HOLDINGS LLC, a Delaware limited liability company

       

      FSP
INVESTMENTS LLC, a Massachusetts limited liability company

       

      FSP
PROPERTY MANAGEMENT LLC, a Massachusetts limited liability company

       

      FSP
PROTECTIVE TRS CORP., a Massachusetts corporation

       

      FSP
HILLVIEW CENTER LIMITED PARTNERSHIP, a Massachusetts limited
partnership

       

      FSP
MONTAGUE BUSINESS CENTER CORP., a Delaware corporation

       

      FSP
GREENWOOD PLAZA CORP., a Delaware corporation

       

      FSP
380 INTERLOCKEN CORP., a Delaware corporation

       

      FSP
390 INTERLOCKEN LLC, a Delaware limited liability company

       

      FSP
BLUE LAGOON DRIVE LLC, a Delaware limited liability company

       

      FSP
ONE OVERTON PARK LLC, a Delaware limited liability company

       

      FSP
NORTHWEST POINT LLC, a Delaware limited liability company

       

      FSP
RIVER CROSSING LLC, a Delaware limited liability company

       

      FSP
BOLLMAN PLACE LIMITED PARTNERSHIP, a Massachusetts limited
partnership

       

      FSP
SOUTHFIELD CENTRE LIMITED PARTNERSHIP, a Massachusetts limited
partnership

       

      FSP
FOREST PARK IV NC LIMITED PARTNERSHIP, a North Carolina limited
partnership

       

      FSP
PARK SENECA LIMITED PARTNERSHIP, a Massachusetts limited
partnership

       

      FSP
ADDISON CIRCLE LIMITED PARTNERSHIP, a Texas limited partnership

       

      FSP
COLLINS CROSSING LIMITED PARTNERSHIP, a Texas limited partnership

       

      FSP
ELDRIDGE GREEN LIMITED PARTNERSHIP, a Texas limited partnership

       

      FSP
LIBERTY PLAZA LIMITED PARTNERSHIP, a Texas limited partnership

       

      FSP
PARK TEN LIMITED PARTNERSHIP, a Texas limited partnership

       

      FSP
WILLOW BEND OFFICE CENTER LIMITED PARTNERSHIP, a Texas limited
partnership

       

      FSP
INNSBROOK CORP, a Delaware corporation

       

      FSP
EAST BALTIMORE STREET LLC, a Delaware limited liability company

       

      FSP
PARK TEN PHASE II LIMITED PARTNERSHIP, a Texas limited
partnership


      
        
           


        

        
           


           


        

        
           


        

      


      


       

      
        	
                EXHIBIT
      H

                 

                UNENCUMBERED
      POOL PROPERTIES

                 

                 

              
	
                Unencumbered Pool
      Property Name

                 

              	
                Subsidiary
      name

                 

              
	
                Hillview
      Center

                Milpitas,
      California

                 

              	 
      	
                FSP
      Hillview Center Limited Partnership

                 

              
	
                Montague
      Business Center

                 

              	 
      	
                FSP
      Montague Business Center Corp.

                 

              
	
                Greenwood
      Plaza

                 

              	 
      	
                FSP
      Greenwood Plaza Corp.

                 

              
	
                380
      Interlocken

                 

              	 
      	
                FSP
      380 Interlocken Corp.

                 

              
	
                390
      Interlocken

                 

              	 
      	
                FSP
      390 Interlocken LLC

                 

              
	
                Blue
      Lagoon

                 

              	 
      	
                FSP
      Blue Lagoon Drive LLC

                 

              
	
                Overton
      Park

                 

              	 
      	
                FSP
      One Overton Park LLC

                 

              
	
                Northwest
      Point

                 

              	 
      	
                FSP
      Northwest Point LLC

                 

              
	
                River
      Crossing

                 

              	 
      	
                FSP
      River Crossing LLC

                 

              
	
                Bollman
      Place

                 

              	 
      	
                FSP
      Bollman Place Limited Partnership

              
	
                Southfield
      Centre

                 

              	 
      	
                FSP
      Southfield Centre Limited Partnership

                 

              
	
                Forest
      Park

                 

              	 
      	
                FSP
      Forest Park IV NC Limited Partnership

              
	
                Park
      Seneca

                 

              	 
      	
                FSP
      Park Seneca Limited Partnership

                 

              
	
                Addison
      Circle

                 

              	 
      	
                FSP
      Addison Circle Limited Partnership

                 

              
	
                Park
      Ten Phase II

                 

              	 
      	
                FSP
      Park Ten Phase II Limited Partnership

                 

              


      


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                Collins
      Crossing

                 

              	 
      	
                FSP
      Collins Crossing Limited Partnership

              
	
                Eldridge
      Green

                 

              	 
      	
                FSP
      Eldridge Green Limited Partnership

                 

              
	
                Liberty
      Plaza

                 

              	 
      	
                FSP
      Liberty Plaza Limited Partnership

                 

              
	
                Park
      Ten

                 

              	 
      	
                FSP
      Park Ten Limited Partnership

                 

              
	
                Willow
      Bend Office Center

                 

              	 
      	
                FSP
      Willow Bend Office Center Limited Partnership

              
	
                Innsbrook

                 

              	 
      	
                FSP
      Innsbrook Corp.

                 

              
	
                East
      Baltimore Street

                 

              	 
      	
                FSP
      East Baltimore Street LLC

                 

              
	
                 

                Properties held
      directly by the FSP

                 

              	 
      	
                 

                Properties held
      directly by the FSP

                 

              
	
                Centennial
      Park

                 

              	 
      	
                Centennial

                 

              
	
                Meadow
      Point

                 

              	 
      	
                Meadow
      Point

                 

              
	
                Timberlake

                 

              	 
      	
                Timberlake

                 

              
	
                Timberlake
      East

                 

              	 
      	
                Timberlake
      East

                 

              
	
                Federal
      Way

                 

              	 
      	
                Federal
      Way