exv10w1






Exhibit 10.1




COMMITMENT INCREASE AGREEMENT




     This Commitment Increase Agreement (this “Agreement”) is made as of June 1, 2010.
Reference is made to that certain Second Amended and Restated Revolving Credit Agreement, dated as
of December 29, 2009, among First Potomac Realty Investment Limited Partnership, a Delaware limited
partnership (“FPLP”), certain of its Wholly-Owned Subsidiaries (FPLP and such Wholly-Owned
Subsidiaries being hereinafter referred to collectively as the “Borrower”), KeyBank
National Association (“KeyBank”) and the other lending institutions which are or may become
parties thereto (individually, a “Lender” and collectively, the “Lenders”), KeyBank, as
Administrative Agent (the “Administrative Agent”), as amended by that certain letter
agreement dated as of February 18, 2010 and Attachment 1 thereto dated as of February 25, 2010, and
that certain Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of
May 14, 2010 (as further amended from time to time, the “Credit Agreement”).



     WHEREAS, Section 2.8 of the Credit Agreement provides that the Borrower may request that the
Total Commitment be increased by up to $100,000,000 (from $175,000,000 to an amount up to
$275,000,000);



     WHEREAS, the Borrower has requested that the Total Commitment be increased by $50,000,000 (the
“Increase”) to $225,000,000;



     WHEREAS, USBank National Association and TD Bank, N.A. (the “New Lenders”) have each
agreed to provide new Commitments to the Borrower in connection with the Increase and to become
parties to the Credit Agreement on the terms set forth herein;



     WHEREAS, the Commitments and the Commitment Percentages of the Lenders, after giving effect to
the Increase, will be adjusted as reflected on Annex 1 attached hereto, such that, after
giving effect to the Increase, the Total Commitment will be $225,000,000; and



     WHEREAS, the Administrative Agent is willing to give effect to the Increase provided that the
Borrower, the Administrative Agent and the New Lenders enter into this Agreement;



     NOW THEREFORE, the parties hereto hereby agree as follows:



     All capitalized terms used herein without definition shall have the meanings given such terms
in the Credit Agreement.



     1. Funding of Commitment Increase. Pursuant to Section 2.8 of the Credit Agreement,
the New Lenders hereby agree to fund the Increase, with each Lender having the resulting Commitment
and Commitment Percentage set forth on Annex 1 attached hereto.



     2. Amendment
of Schedule 1. Schedule 2 to the Credit Agreement is hereby
amended to reflect the Lenders’ adjusted Commitments and Commitment Percentages and the increase in
the Total Commitment, as set forth on Annex 1 attached hereto. The Administrative Agent
shall make such arrangements with the Lenders as shall be necessary to provide that each



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Lender shall hold its Commitment Percentage of the outstanding Revolving Credit Loans after giving
effect to this Agreement.




     3. Affirmation and Acknowledgment. The Borrower hereby ratifies and confirms all of
its Obligations to the Lenders, including, without limitation, the Loans, the Notes, the other Loan
Documents, and the Borrower hereby affirms its absolute and unconditional promise to pay to the
Lenders all Obligations under (and as defined in) and upon the terms and conditions set forth in
the Credit Agreement.



     4. New Lender Provisions. (a) Subject to the terms and conditions of this Agreement,
each New Lender hereby agrees to lend, without recourse to the Lenders or the Administrative Agent,
on and after the Increase Effective Date (defined below), that portion of the Total Commitment, as
the case may be, equal to the amount set forth on Annex 1 attached hereto opposite its
name, in accordance with the terms and conditions set forth herein and in the Credit Agreement, and
acknowledge, without limitation, that the Borrower may from time to time borrow, repay and reborrow
such amounts from each such Lender as provided in the Credit Agreement. Each New Lender hereby
agrees to be bound by, and shall be entitled to the benefits of and, to the extent of its
Commitment, shall be bound by the obligations of, the terms and conditions of the Credit Agreement
as if such New Lender had been one of the lending institutions originally executing the Credit
Agreement as a “Lender”; provided that nothing herein shall be construed as making any of
the New Lenders liable to the Borrower or the other Lenders in respect of any acts or omissions of
any party to the Credit Agreement or in respect of any other event occurring prior to the Increase
Effective Date.



          (b) Each New Lender (i) represents and warrants that it has full power and authority, and has
taken all action necessary, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and to become a Lender under the Credit Agreement; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 7.4 or 8.4 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (iii) agrees that it will, independently and without
reliance upon the Lenders or the Administrative Agent and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) represents and warrants that it is an Eligible
Assignee; (v) appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.




     5. Representations and Warranties. The Borrower hereby represents and warrants to the
Lenders as follows:



     (a) The execution and delivery by the Borrower of this Agreement, and the performance by the
Borrower of its obligations and agreements under this Agreement and the Credit Agreement, are
within the authority of the Borrower, have been duly authorized by all



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necessary proceedings on behalf of the Borrower and do not and will not materially contravene
any provision of law, statute, rule or regulation to which the Borrower is subject or the
Borrower’s agreement of limited partnership, certificate of limited partnership, articles of
organization, certificate of formation, or operating agreement, as the case may be, or of any
agreement or other instrument binding upon the Borrower (except for any such failure to comply
under any such agreement or other instrument as would not have a material adverse effect on the
business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP
or any other member of the Potomac Group).




     (b) This Agreement and the Credit Agreement constitute legal, valid and binding obligations of
the Borrower, enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.



     (c) Other than approvals or consents which have been obtained or those which would not have a
material adverse effect on the business, operations, assets, condition (financial or otherwise) or
properties of the Trust, FPLP or any other member of the Potomac Group, no approval or consent of
any governmental agency or authority is required to make valid and legally binding the execution,
delivery or performance by the Borrower of this Agreement; and no filing with any governmental
agency or authority is required in connection with the execution, delivery or performance by the
Borrower of this Agreement, other than filings which will be made with the SEC when and as required
by law or deemed appropriate by Borrower.



     (d) Each of the representations and warranties made by or on behalf of the Borrower, the Trust
or any of their respective Subsidiaries contained in this Agreement, the Credit Agreement
(including, without limitation, Sections 8.6 and 8.7 thereof), the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the Credit Agreement are true as
of the Increase Effective Date.



     (e) No Default or Event of Default has occurred and is continuing (both before and after
giving effect to the Increase and this Agreement).



     6. Conditions Precedent. This Agreement shall be deemed to be effective as of the
date first written above (the “Increase Effective Date”), subject to the execution and
delivery of the following documents, each in form and substance satisfactory to the Administrative
Agent, and the payment of certain fees and expenses noted below on or before such date:



     (a) this Agreement executed by the Borrower, each New Lender, and the Administrative Agent;



     (b) a Revolving Credit Note issued in favor of each New Lender in the original principal
amount of such New Lender’s Commitment, duly executed, authorized and delivered by the Borrower;



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     (c) a certificate dated as of the date hereof signed by a duly authorized officer of the
Borrower (i) certifying that the Increase is duly authorized by the Borrower and attaching the
resolutions evidencing such authorization, (ii) certifying that the Increase Conditions have been
satisfied and setting forth the applicable conditions, (iii) certifying that there have been no
amendments to the organizational documents of the Borrower and the Guarantor since the Closing
Date;



     (d) an incumbency certificate in accordance with Section 12.4 of the Credit Agreement;



     (e) an opinion of counsel in form and substance reasonably satisfactory addressed to the
Lenders and the Agent from Armstrong Teasdale LLP and, if any, state specific local counsel who are
reasonably satisfactory to Agent, each as counsel to the Borrower, the Trust and their respective
Subsidiaries, with respect to applicable law; and



     (f) receipt by Agent in immediately available funds of the fees agreed to set forth in the
settlement statement prepared by Agent in connection with the Increase.



     7. Payments to New Lenders. From and after the Increase Effective Date, the Borrower
shall make all payments in respect of any New Lenders’ Commitment, including payments of principal,
interest, fees and other amounts payable under the Credit Agreement, to the Administrative Agent
for the account of such New Lender in accordance with the terms of the Credit Agreement.



     8. Miscellaneous Provisions.



     (a) This agreement and each of the other loan documents, except as otherwise specifically
provided therein, are contracts under the laws of the State of New York and shall for all purposes
be construed in accordance with and governed by the laws of such state (excluding the laws
applicable to conflicts or choice of law).



     (b) This Agreement may be executed in any number of counterparts, but all such counterparts
shall together constitute but one instrument. In making proof of this Agreement it shall not be
necessary to produce or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile shall be as effective as delivery of an original executed
counterpart of this Agreement.



     (c) The Borrower hereby agrees to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the preparation of this Agreement (including reasonable
legal fees).



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     IN WITNESS WHEREOF, the Borrower, the New Lenders, and the Administrative Agent have duly
executed this Agreement as of the date first above written.



	 	 	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	/s/ John Scott
 	 
	 	 	Name:  	John Scott 	 
	 	 	Title:  	Vice President 	 



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	 	USBANK NATIONAL ASSOCIATION,

as a New Lender

 	 
	 	By:  	/s/ Gary D. Houston
 	 
	 	 	Name:  	Gary D. Houston 	 
	 	 	Title:  	Vice President 	 



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	 	TD BANK, N.A.,

as a New Lender

 	 
	 	By:  	/s/ Mauricio Duran
 	 
	 	 	Name:  	Mauricio Duran 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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	 	BORROWER: 



FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	1400 CAVALIER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	1441 CROSSWAYS BLVD., LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	FP ASHBURN, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



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	 	AIRPARK PLACE, LLC

 	 
	 	By:  	Airpark Place Holdings LLC
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP AMMENDALE COMMERCE CENTER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	AQUIA TWO, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



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	 	CROSSWAYS II LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FPR HOLDINGS LIMITED PARTNERSHIP

 	 
	 	By:  	FPR General Partner, LLC
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP DAVIS DRIVE LOT 5, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	FP PROPERTIES, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP PROPERTIES II, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP DIAMOND HILL, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	FP CAMPOSTELLA ROAD, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	GATEWAY HAMPTON ROADS, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP GATEWAY 270, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	GATEWAY MANASSAS II, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP 2550 ELLSMERE AVENUE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP GATEWAY WEST II, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	FP GOLDENROD LANE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	FP GREENBRIER CIRCLE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	GTC I SECOND LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	FP HANOVER AB, LLC

 	 
	 	By:  	FPR Holdings Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	 	 
	 	By:  	FPR General Partner, LLC
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	HERNDON CORPORATE CENTER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	LINDEN II, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



	 	 	 	 	 
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	 	LUCAS WAY HAMPTON, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP PARK CENTRAL V, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP PATRICK CENTER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



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	 	FP PINE GLEN, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	RESTON BUSINESS CAMPUS, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP RIVERS BEND, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



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	 	FP 500 & 600 HP WAY, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP 1408 STEPHANIE WAY, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP STERLING PARK I, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



(Signatures continued on next page)



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	 	FP STERLING PARK II, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	VIRGINIA CENTER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP WEST PARK, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



(Signatures continued on next page)



-20-









 





	 	 	 	 	 
	 	FP CRONRIDGE DRIVE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP GIRARD BUSINESS CENTER, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP GIRARD PLACE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



(Signatures continued on next page)



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	 	TECHCOURT, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP PARK CENTRAL I, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	FP TRIANGLE, LLC

 	 
	 	By:  	First Potomac Realty Investment Limited Partnership
 	 
	 	 	Its Sole Member 	 
	 	 	 	 
	 	By:  	First Potomac Realty Trust
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



(Signatures continued on next page)




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[Consent to Commitment Increase Agreement]




CONSENT OF GUARANTOR



     FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as
defined in the Guaranty by the Guarantor in favor of the Lenders and the Agent, dated as of
December 29, 2009 (the “Guaranty”). By executing this consent, the Guarantor hereby
absolutely and unconditionally reaffirms to the Agent and the Lenders that the Guarantor’s Guaranty
remains in full force and effect after giving effect to the Increase (as defined in the Commitment
Increase Agreement to which this Consent is attached). In addition, the Guarantor hereby
acknowledges the terms and conditions of this Commitment Increase Agreement and the Credit
Agreement and the other Loan Documents as amended hereby (including, without limitation, the making
of the representations and warranties and the performance of the covenants applicable to it in the
Guaranty).



	 	 	 	 	 
	 	GUARANTOR:





FIRST POTOMAC REALTY TRUST

 	 
	 	By:  	/s/ Barry H. Bass
 	 
	 	 	Barry Bass, Executive Vice President and 	 
	 	 	Chief Financial Officer 	 



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ANNEX 1




Schedule 2



Lender’s Commitments



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment
	Lender	 	Commitment	 	Percentage
	KeyBank National Association
	 	$	40,000,000	 	 	 	17.777778	%
	

Contact:

John C. Scott 

127 Public Square, 8th Floor 

Cleveland, OH 44114 

Phone: (216) 689-5986

Fax: (216) 689-4997 

email: john_c_scott@keybank.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, National Association
	 	$	20,000,000	 	 	 	8.888889	%
	

Contact:

Participation Specialized Loans 

301 South College Street, 16th Floor

Mail Code: NC0172

Charlotte, NC 28288 

Phone: (866) 647-7249 option 4, option 1

Fax: (704) 715-0099 

email: SpecializedLoans@wachovia.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo National Association
	 	$	20,000,000	 	 	 	8.888889	%
	

Contact:

Alexis McGuire

1750 H Street, NW, Suite 400

Washington, DC 20006

Phone: (612) 316-0210

Fax: (866) 494-9607

email: alexis.l.mcguire@wellsfargo.com
	 	 	 	 	 	 	 	 







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	 	 	 	 	 	 	Commitment
	Lender	 	Commitment	 	Percentage
	Bank of Montreal
	 	$	40,000,000	 	 	 	17.777778	%
	

Contact:

Aaron Lanski

115 South LaSalle Street, 18th Floor West

Chicago, IL 60603

Phone: (312) 461-6364

Fax: (312) 461-2968

email: aaron.lanski@bmo.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PNC Bank, National Association
	 	$	30,000,000	 	 	 	13.333333	%
	

Contact:

Kathleen Lorenzato

808 17th Street, NW

Washington, DC 20006

Phone: (412) 768-2669

Fax: (412) 768-5754

email: kathleen.lorenzato@pnc.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chevy Chase Bank, F.S.B.
	 	$	25,000,000	 	 	 	11.111111	%
	

Contact:

Mary Davis

7501 Wisconsin Avenue, 12th Floor

Bethesda, MD 20814

Phone: (301) 939-6951

Fax: (301) 939-6959

email: mdavis@chevychase.net

email copy to : lmmjackson@chevychase.net
	 	 	 	 	 	 	 	 







-25-









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment
	Lender	 	Commitment	 	Percentage
	USBank National Association
	 	$	30,000,000	 	 	 	13.333333	%
	

Contact:

Gary Houston

USBank National Association

1650 Tysons Boulevard, Suite 250

McLean, VA 22102

Phone: (703) 442-1393

Fax: (703) 442-5495

email: gary.houston@usbank.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TD Bank, N.A.
	 	$	20,000,000	 	 	 	8.888889	%
	

Contact:

Mauricio Duran

T.D. Bank, N.A.

50 Braintree Hill Office Park, Suite 204

Braintree, MA 02184

Phone: (781) 348-0011

Fax: (781) 348-0046

email: Mauricio.duran@tdbanknorth.com
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$	225,000,000	 	 	 	100.0	%









 




			
	*	 	Percentages truncated to six decimal places for purposes of Schedule 2






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