EX-10.1



 Exhibit 10.1 
 FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP 
 7600
Wisconsin Avenue, 11th Floor 

Bethesda, Maryland 20814 
 Dated as of: May 10, 2012 
 KeyBank National Association, 

as Administrative Agent 
 127 Public Square

 Cleveland, OH 44114 
 Attention: John
C. Scott 
 Re: Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement  

Ladies and Gentlemen: 
 We
refer to the Third Amended and Restated Revolving Credit Agreement dated as of June 16, 2011 (as amended and in effect from time to time, the “Credit Agreement”), by and among FIRST POTOMAC REALTY INVESTMENT LIMITED
PARTNERSHIP, a Delaware limited partnership, and certain of its Wholly-Owned Subsidiaries and other Subsidiaries (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties
thereto (individually, a “Lender” and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself and each other Lender (the “Agent”) and certain other parties.
Capitalized terms used in this letter of agreement (this “Amendment”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as therein, as the context so requires.

 We have requested that the Lenders: (i) amend the Credit Agreement to, among other things, (a) modify the
definitions of Consolidated EBITDA, Consolidated Gross Asset Value, Consolidated Total Indebtedness, Consolidated Total Interest Expense and Core FFO, (b) temporarily modify the covenant relating to the ratio of Consolidated Total Indebtedness
to Consolidated Gross Asset Value set forth in §10.1, (c) temporarily modify the covenant relating to Consolidated Debt Yield set forth in §10.2, (d) modify the covenant relating to Consolidated Tangible Net Worth set forth in
§10.4, (e) temporarily modify the covenant relating to ratio of Consolidated Total Indebtedness to the Value of Unencumbered Properties set forth in §10.5, (f) clarify the financial attributes of Partially-Owned Entities in the
calculation of financial covenants and (g) make certain other amendments to the Credit Agreement as set forth herein; and (ii) waive certain potential Defaults or Events of Default that may have occurred with respect to periods ending
prior to the date of this Amendment and grant certain other waivers as set forth herein, and you have advised us that the Lenders are prepared to make the amendments and grant the waivers as set forth herein, including to reflect the foregoing as
requested by us, on the terms and conditions set forth herein, including, without limitation, that we join in this Amendment. 







 Accordingly, in consideration of these premises, the promises, mutual covenants and
agreements contained in this Amendment, and fully intending to be legally bound by this Amendment, we hereby agree as follows: 

ARTICLE I 

AMENDMENTS TO CREDIT AGREEMENT 
 Effective as of May 10, 2012 (the “Amendment No. 1 Effective Date”), and subject to the fulfillment of the conditions contained in Article II of this Amendment, the Credit
Agreement is hereby amended in each of the following respects: 
 1. Definitions. §1.1 of the Credit Agreement is
amended as follows: 
 (a) The definition of “Adjusted Net Operating Income” is deleted in its entirety and the
following is substituted in lieu thereof: 
 “Adjusted Net Operating Income. As at any date of determination, an
amount equal to (i) the Net Operating Income of the Unencumbered Pool for the applicable period; minus (ii) the Unencumbered Pool Capital Reserve on such date.” 
 (b) The following new definitions are inserted after the definition of “Agreement of Limited Partnership of FPLP” and before the definition of “Anti-Terrorism Laws”: 

“Amendment No. 1. The Amendment No. 1 to this Agreement dated as of May 10, 2012 by and among the Borrower, the
Agent and the Lenders. 
 Amendment No. 1 Effective Date. May 10, 2012.” 

(c) The definition of “Availability” is amended by inserting at the end thereof the following new sentence:
“Notwithstanding the foregoing, Availability shall, at the election of the Agent exercised in its reasonable discretion, be reduced by an amount up to the amount of any action, suit, proceeding or investigation against any Borrower or with
respect to any Eligible Unencumbered Property which if adversely determined, could reasonably be expected to result in a Lien in excess of $2,500,000 on any Unencumbered Asset included in the Unencumbered Pool that would be prior to a Lien on such
Unencumbered Asset in favor of the Agent and/or the Lenders”. 
 (d) The definition of “Capital Reserve” is
amended by inserting after the phrase, “Real Estate Assets”, and before the word, “during”, the following phrase: “(excluding the square footage of any portion of any Real Estate Asset that is under development or
redevelopment)”. 

  
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 (e) The definition of “Cash and Cash Equivalents” is deleted in its entirety and
the following is substituted in lieu thereof: 
 “Cash and Cash Equivalents. As of any date of determination, the sum
of (a) the aggregate amount of unrestricted cash then actually held by the Borrower or any of its Subsidiaries and (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of
its Subsidiaries. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person, and (ii) “cash equivalents” means that such asset has a liquid, par value in
cash and is convertible to cash on demand. Notwithstanding anything contained herein to the contrary, the term Cash and Cash Equivalents shall not include the Commitments of the Lenders to make Loans or to make any other extension of credit under
this Agreement.” 
 (f) The definition of “Consolidated Debt Yield” is amended by deleting the word,
“annualized”, where the same appears in the third line thereof, and substituting “multiplied by four (4),” in lieu thereof. 
 (g) The definition of “Consolidated EBITDA” is deleted in its entirety and the following is substituted in lieu thereof: 
 “Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of
the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) for such period, calculated without regard to gains or losses on
early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus
(x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt
restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments
that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other
disposition of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a
manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”. 

  
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 (h) The definition of “Consolidated Fixed Charges” is deleted in its entirety and
the following is substituted in lieu thereof: 
 “Consolidated Fixed Charges. For any applicable period, an amount
equal to the sum of (i) Consolidated Total Interest Expense for such period plus (ii) the aggregate amount of scheduled principal payments of Indebtedness (excluding balloon payments at maturity) required to be made during such
period by the Borrower, the Trust and their respective Subsidiaries on a Consolidated basis plus (iii) the dividends and distributions, if any, paid or required to be paid during such period on the Preferred Equity, if any, of the
Borrower, the Trust and their respective Subsidiaries (other than dividends paid in the form of capital stock), in the case of clauses (i) and (ii), adjusted to include the Borrower’s, the Trust’s or any Subsidiary’s Pro Rata
Share of the foregoing items of any Partially-Owned Entity in such period.” 
 (i) The definition of “Consolidated
Gross Asset Value” is deleted in its entirety and the following is substituted in lieu thereof: 
 “Consolidated
Gross Asset Value. As of any date of determination, an amount equal to, without double-counting, the sum of (i) for all Stabilized Real Estate Assets, the aggregate of the following amount determined for each such asset, (x) the Net
Operating Income of each Stabilized Real Estate Asset for the most recently ended fiscal quarter, multiplied by (y) 4, with the product thereof being divided by (z) the applicable Capitalization Rate; plus (ii) an
amount equal to the aggregate Cost Basis Value of Real Estate Assets Under Development on such date, plus (iii) the Cost Basis Value of Land on such date, plus (iv) an amount equal to the aggregate Cost Basis Value of
Value-Add Real Estate Assets on such date, plus (v) the Structured Finance Investments Value on such date, plus (vi) the value of Cash and Cash Equivalents on such date, as determined in accordance with GAAP and approved by
the Agent, with Consolidated Gross Asset Value being adjusted to include, without double-counting any amounts included in the Structured Finance Investments Value, the Borrower’s, the Trust’s or any Subsidiary’s Pro Rata Share of
(I) Net Operating Income (and the items comprising Net Operating Income) of each Stabilized Real Estate Asset owned by any Partially-Owned Entity in such period, (II) the Cost Basis Value of each Real Estate Asset Under Development, Land, or
Value-Add Real Estate Asset owned by any Partially-Owned Entity on such date, and (III) the value of Cash and Cash Equivalents owned by any Partially-Owned Entity on such date. Notwithstanding anything to the contrary contained in this Agreement, in
determining Consolidated Gross Asset Value for any fiscal quarter, (A) if the Net Operating Income for any Stabilized Real Estate Asset is less than zero for such fiscal quarter, the Net Operating Income included for such fiscal quarter in
respect of such Stabilized Real Estate Asset shall be deemed to be zero, (B) Net Operating Income from Real Estate Assets acquired by the Borrower, the Trust, any Subsidiary or any Partially-Owned Entity during the most recently ended fiscal
quarter and the immediately preceding fiscal quarter shall be excluded, and such acquired Real Estate Assets shall be included at their Cost Basis Value (or, in the case of any Real Estate Assets acquired by a Partially-Owned Entity, the amount of
the Borrower’s, the Trust’s or any Subsidiary’s Pro Rata Share of Cost Basis Value of such Real Estate Assets), and (C) Net Operating Income from Real Estate Assets sold or otherwise transferred by the Borrower, the Trust, any
Subsidiary or any Partially-Owned Entity during the most recently ended fiscal quarter shall be excluded.” 

  
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 (j) The definition of “Consolidated Tangible Net Worth” is amended by inserting
the following after the phrase, “Borrower and its Subsidiaries”, and before the phrase, “at such date”, where the same appear in the second line thereof: “and any Partially-Owned Entities”. 

(k) The definition of “Consolidated Total Indebtedness” is deleted in its entirety and the following is substituted in lieu
thereof: 
 “Consolidated Total Indebtedness. As of any date of determination, Consolidated Total Indebtedness means
the sum of all Indebtedness of the Borrower, the Trust and their respective Subsidiaries, determined on a consolidated basis.” 
 (l) The definition of “Consolidated Total Interest Expense” is deleted in its entirety the following is substituted in lieu thereof: 

“Consolidated Total Interest Expense. For any applicable period, the aggregate amount of interest required in accordance with
GAAP to be paid, accrued, expensed or, to the extent it could be a cash expense in the applicable period, capitalized (but excluding any deferred financing costs and calculated without taking into account gains or losses on early retirement of debt,
debt modification charges, and prepayment premiums, including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), without double-counting, by the Borrower, the Trust and their
respective Subsidiaries during such period on: (i) all Indebtedness of the Borrower, the Trust and their respective Subsidiaries (including the Loans, obligations under Capitalized Leases (to the extent Consolidated EBITDA has not been reduced
by such Capitalized Lease obligations in the applicable period) and any subordinated Indebtedness and including original issue discount and amortization of prepaid interest, if any, but excluding any Distribution on Preferred Equity), (ii) all
amounts available for borrowing, or for drawing under letters of credit (including the Letters of Credit), if any, issued for the account of the Borrower, the Trust or any of their respective Subsidiaries, but only if such interest was or is
required to be reflected as an item of expense, and (iii) all commitment fees, agency fees, facility fees, balance deficiency fees and similar fees and expenses (but, in each case and without duplication, excluding any such fees and expenses
constituting deferred financing costs) in connection with the borrowing of money, in each case adjusted to include the Borrower’s, the Trust’s or any Subsidiary’s Pro Rata Share of the foregoing items of any Partially-Owned Entity in
such period.” 

  
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 (m) The definition of “Core FFO” is deleted in its entirety and the following is
substituted in lieu thereof: 
 “Core FFO. For any applicable period, with respect to the Borrower and its
Subsidiaries, consolidated “funds from operations”, calculated without regard to acquisition costs, gains or losses on early retirement of debt, debt modification charges, prepayment premiums (including, without limitation, any prepayment
or make-whole premiums payable in connection with the prepayment of the Senior Notes), contingent consideration and impairment charges, as adjusted to include the Borrower’s or any Subsidiary’s Pro Rata Share of the foregoing items of any
Partially-Owned Entity in such period.” 
 (n) The definition of “Distribution” is amended by inserting after the
phrase, “(other than dividends payable solely in shares or other Equity Interests by the Borrower)”, and before the semicolon where the same appear in the fourth and fifth lines of clause (i) thereof, the following: “, including,
without limitation, the purchase, redemption, or other retirement of any units of any Equity Interests of FPLP”. 
 (o) The
definition of “Indebtedness” is deleted in its entirety and the following is substituted in lieu thereof: 

“Indebtedness. With respect to a Person, as of any date of determination, all of the following (without duplication):
(a) all obligations of such Person in respect of money borrowed, whether direct or indirect, including, without limitation, all Obligations; (b) all obligations of such Person (other than trade debt incurred in the ordinary course of
business), whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit (but only to the extent of any outstanding balance), (ii) evidenced by bonds, debentures,
notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or
assumed as full or partial payment for property; (c) any obligations under any Capitalized Lease (but excluding obligations under operating leases or ground leases) of such Person, the amount of which as of any date shall be deemed to be the
amount of Attributable Indebtedness in respect thereof as of such date; (d) all net obligations under any Swap Contract not entered into as a hedge against existing Indebtedness; (e) all obligations of such Person or any other Person
secured by any Lien or other encumbrance existing on property of such Person; (f) all reimbursement obligations of such Person under or in respect of any letters of credit (including the Letters of Credit) or acceptances (whether or not the
same have been presented for payment); (g) all obligations of such Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended
from time to time) which such Person would be required to disclose to the SEC; (h) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case
evidenced by a binding agreement (excluding any such obligation under this clause (h) to the extent (1) the obligation can be satisfied by the issuance of Equity Interests or (2) the amount of such Person’s liability therefor or
in connection therewith is limited exclusively to the amount of any associated deposit given by such Person (in which case, such deposit shall be treated as unsecured Indebtedness and not as an asset and any obligations in excess of such deposit
shall not be included in Indebtedness); (i) all obligations in the nature of those described in clauses (a)-(h) above of other Persons that such Person is, or has agreed to be, liable by way of guaranty, indemnity for borrowed money,
stop-loss agreement or the like; and (j) without duplication, such Person’s Pro Rata Share of all obligations in the nature of those described in clauses (a)-(i) above of any Partially-Owned Entity. For the purposes hereof, the amount
of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.” 

  
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 (p) The definition of “Land” is amended by inserting after the word,
“Borrower”, and before the period where the same appear therein, the following: “, any of its Subsidiaries or any Partially-Owned Entity”. 
 (q) The term “Loan Documents”, wherever used in the Credit Agreement or any of the other Loan Documents, shall be deemed to also mean and include this Amendment. 

(r) The definition of “Minimum Liquidity” is deleted in its entirety and the following is substituted in lieu thereof:

 “Minimum Liquidity. As of any date of determination, an amount equal to the Availability as of such date (as
described in clause (ii) of the definition of Availability) minus, without duplication, the aggregate amount of New Debt outstanding on such date.” 
 (s) The definition of “Net Operating Income” is amended by deleting the phrase, “(except that any rent leveling adjustments shall be excluded from rental income)”, where it appears in
the last line thereof and substituting the following in lieu thereof: “(adjusted to exclude the adjustment of rent to straight-line rent)”. 
 (t) The definition of “New Debt” is deleted in its entirety and the following is substituted in lieu thereof: 
 “New Debt. Indebtedness secured by partnership or other ownership interests in Real Estate Assets incurred by the Borrower after the date hereof pursuant to §9.1(f) that is not fully
supported by one or more unencumbered Real Estate Assets (not including the Eligible Unencumbered Properties. For the avoidance of doubt, (i) any Indebtedness fully secured by a mortgage or deed of trust encumbering any Real Estate Asset shall
not constitute New Debt, and (ii) the 2007 Term Loan and any refinancing thereof on substantially the same structure and collateral therefor shall not constitute New Debt, unless, and then only to the extent that, the 2007 Term Loan is
increased above the principal amount thereof on the date hereof.” 

  
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 (u) The following new definition is inserted after “Preferred Equity” and before
“Protected Interest Rate Agreement”: 
 “Pro Rata Share. (a) With respect to any item relating to
asset value, income or the like of any Partially-Owned Entity, the Trust’s the Borrower’s or any Subsidiary’s direct or indirect percentage ownership interest in such Partially-Owned Entity, and (b) with respect to any
Indebtedness or other liability or obligation of any Partially-Owned Entity, (i) the Borrower’s, the Trust’s or any Subsidiary’s percentage ownership interest in such Partially-Owned Entity, or (ii) such other amount as to
which the Borrower, the Trust or such Subsidiary is or has agreed to be liable by way of guaranty, indemnity for borrowed money, stop-loss agreement or other agreement.” 
 (v) The definition of “Real Estate Assets” is amended by deleting the phrase, “the Borrower or any of its Subsidiaries”, where it appears in the second line thereof and substituting
the following in lieu thereof: “the Borrower, any of its Subsidiaries or any Partially-Owned Entity”. 
 (w) The
definition of “Real Estate Assets Under Development” is amended by deleting the phrase, “(a) the one-year anniversary date of the development or redevelopment completion”, where it appears in the third and fourth lines thereof
and substituting the following in lieu thereof: “(a) the one-year anniversary date of the substantial completion (as such term is customarily used in the real estate industry) of such development or redevelopment”. 

(x) The following new definition is inserted after the definition of “SEC Filings” and before the definition of “Secured
Indebtedness”: 
 “Security Deeds. Collectively, each mortgage or deed of trust from each Borrower owning a Real
Estate Asset that is a part of the Unencumbered Pool in favor of the Agent, acting in its capacity as collateral agent for the benefit of the Lenders and the lenders party to the loan agreement evidencing the 2011 Term Loan (or to trustees named
therein acting on behalf of the Agent for the benefit of the Lenders and such parties), pursuant to which such Borrower conveys to the Agent , acting in its capacity as collateral agent for the benefit of the Lenders and the lenders party to the
loan agreement evidencing the 2011 Term Loan, a security interest in and to such Real Estate Asset as security for the Obligations and the obligations under the loan agreement evidencing the 2011 Term Loan, as the same may be modified, amended or
restated from time to time.” 
 (y) The following new definition is inserted after the definition of “Secured
Indebtedness” and before the definition of “Stabilized Real Estate Assets”: 
 “Senior Notes.
Collectively, (i) FPLP’s Senior Notes, Series A, due June 15, 2013, and (ii) FPLP’s Senior Notes, Series B, due June 15, 2016.” 

  
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 (z) The definition of “Structured Finance Investments” is deleted in its entirety
and the following is substituted in lieu thereof: 
 “Structured Finance Investments. Collectively, Investments by a
Borrower or one of its Subsidiaries directly or indirectly in (i) Mortgage Notes, (ii) mezzanine loans evidenced by promissory notes in which the Borrower holds a direct interest as payee, to entities that hold direct or indirect interests
in DC Office Properties, (iii) Investments in preferred equity (including preferred limited partnership interests) in entities owning DC Office Properties and (iv) that certain Twenty-Five Million Dollar ($25,000,000) loan to Douglas and
Norman Jemal, secured by forty-nine percent (49%) of their interest in the sole member of the owner of that certain real property located at 950 F. Street NW, Washington, DC.” 

(aa) The following new definition is inserted after the definition of “Swingline Termination Date” and before the definition of
“Total Commitment”: 
 “Term Loans. Collectively, the 2007 Term Loan and the 2011 Term Loan.”

 (bb) The definition of “2008 Term Loan” is deleted in its entirety. 

(cc) The following new definition is inserted after the definition of “2010 Term Loan” and before the definition of
“Type”: 
 “2011 Term Loan. The term loan in the original principal amount of $175,000,000 made pursuant to
that certain Term Loan Agreement dated as of July 18, 2011 among FPLP, the other Borrowers, KeyBank National Association, as administrative agent, and certain lenders party thereto, as amended and in effect from time to time.” 

(dd) The definition of “Unencumbered Pool Capital Reserve” is amended by inserting after the phrase, “Eligible
Unencumbered Properties”, and before the phrase, “on such date”, the following phrase: “included in the Unencumbered Pool (excluding the square footage of any such Eligible Unencumbered Property that is under development or
redevelopment)”. 
 (ee) The definition of “Unencumbered Pool Percentage” is deleted in its entirety and the
following is substituted in lieu thereof: 
 “Unencumbered Pool Percentage. (i) for the period beginning on the
Amendment No. 1 Effective Date and ending on December 31, 2012, sixty-five percent (65%), (ii) for the period beginning on January 1, 2013 and ending on June 30, 2013, sixty-two and one half of one percent (62.5%), and
(iii) beginning on July 1, 2013 and continuing thereafter, sixty percent (60%).” 
 (ff) The definition of
“Unsecured Consolidated Total Indebtedness” is deleted in its entirety and the following is substituted in lieu thereof: 
 “Unsecured Consolidated Total Indebtedness. As of any date of determination, the aggregate principal amount of Consolidated Total Indebtedness outstanding at such date (including all
Obligations) that is not secured by a Lien evidenced by a mortgage, deed of trust, assignment of partnership interests or other security interest.” 

  
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 (gg) The definition of “Value of Unencumbered Properties” is deleted in its
entirety and the following is substituted in lieu thereof: 
 “Value of Unencumbered Properties. At any date of
determination, with respect to the Eligible Unencumbered Properties that are a part of the Unencumbered Pool, an amount equal to, without double-counting, the sum of (i) for all Stabilized Real Estate Assets, the aggregate of the following
amount determined for each such asset, (x) the Net Operating Income for the most recently ended fiscal quarter of each Eligible Unencumbered Property that is a Stabilized Real Estate Asset, multiplied by (y) 4, with the product
thereof being divided by (z) the applicable Capitalization Rate, plus, (ii) an amount equal to the aggregate Cost Basis Value of all Eligible Unencumbered Properties that are Value-Add Real Estate Assets, plus
(iii) an amount equal to the aggregate Cost Basis Value of all Eligible Unencumbered Properties that are Real Estate Assets Under Development, plus (iv) the aggregate Cost Basis Value of all Eligible Unencumbered Properties acquired
during the most recently ended fiscal quarter and the immediately preceding fiscal quarter, plus (v) the Cost Basis Value of the Unencumbered Land, provided that (a) the Net Operating Income attributable to any Eligible
Unencumbered Property sold or otherwise transferred during the applicable period shall be excluded from the calculation of the Value of Unencumbered Properties, (b) the Net Operating Income of Eligible Unencumbered Properties included at their
Cost Basis Value shall be excluded, and (c) the value included as a result of clauses (ii) and (iii) above in the aggregate shall not exceed twenty percent (20%) of the aggregate Value of Unencumbered Properties at any time.
Notwithstanding anything to the contrary contained in this Agreement, if the Net Operating Income for any Stabilized Real Estate Asset is less than zero for any fiscal quarter, the Net Operating Income included in the calculation of Value of
Unencumbered Properties for such fiscal quarter in respect of such Stabilized Real Estate Asset shall be deemed to be zero.” 
 2. Financial Attributes of Partially-Owned Entities. The following new §1.4 is inserted immediately after §1.3 of the Credit Agreement: 

“§1.4 Financial Attributes of Partially-Owned Entities. Notwithstanding anything to the contrary contained in this
Agreement, when determining compliance by the Borrower, the Trust and their respective Subsidiaries with any financial covenant or negative covenant contained in this Agreement, including, without limitation, when calculating any element of any
financial covenant, only the Borrower’s, the Trust’s, or any Subsidiary’s Pro Rata Share of any item attributable to any Partially-Owned Entity or any Real Estate Asset owned by any Partially-Owned Entity shall be included.”


  
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 3. Title to Properties; Leases; Eligible Unencumbered Properties in the Unencumbered
Pool. §7.3 is amended by inserting the following new clause (d) immediately after clause (c) thereof: 

“(d) Schedule 7.3(d) attached hereto accurately sets forth, as of the Amendment No. 1 Effective Date, the name by which each
Eligible Unencumbered Property that is included in the Unencumbered Pool is commonly known, the street address of each such Eligible Unencumbered Property, the town or city, county and state in which each such Eligible Unencumbered Property is
located, and the Borrower that is the fee owner of each such Eligible Unencumbered Property.” 
 4. Litigation.
§7.7 is amended by deleting the phrase “, or result in any substantial liability not fully covered by insurance, or for which adequate reserves are not maintained, as reflected in the applicable consolidated financial statements or SEC
filings of the Borrower and the Trust” where it appears therein. 
 5. Financial Statements; Certificates and
Information. §8.4 is amended as follows: 
 (a) by deleting the phrase ,”fairly presents”, where it appears
in the thirteenth line of clause (a) thereof and substituting the following in lieu thereof: “is complete and correct in all material respects and fairly presents, in accordance with GAAP consistently applied throughout the period to which
it applies,”; 
 (b) by deleting the phrase ,”fairly presents”, where it appears in the tenth line of clause
(b) thereof and substituting the following in lieu thereof: “is complete and correct in all material respects and fairly presents, in accordance with GAAP consistently applied throughout the period to which it applies,”; 

(c) by deleting the phrase, “subject to year-end adjustments none of which shall be materially adverse”, where it appears in
the twelfth and thirteenth lines of clause (b) thereof and substituting the following in lieu thereof: “subject to normal year-end adjustments”; 
 (d) clause (h) thereof is amended by inserting after the phrase, “contemporaneously with”, and before the phrase, “the filing”, where the same appear in the first line thereof,
the following: “(or promptly after)”; and 
 (e) clause (i) thereof is amended by adding the following new
sentence at the end thereof: 
 “Notwithstanding the foregoing, with respect to the Form 10-Q of the Trust for the quarter
ended March 31, 2012, the Borrower and the Trust may deliver such Form 10-Q to the Agent not later than July 15, 2012.” 

  
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 6. Financial Statements; Certificates and Information. §8.4 is further amended
by adding the following new paragraph after clause (m) thereof: 
 “Notwithstanding anything to the contrary contained
herein, including, without limitation, the terms of §§8.4(b) and 8.4(e), the financial statements and associated compliance certifications delivered to the Agent and the Lenders on or about the Amendment No. 1 Effective Date in
connection with Amendment No. 1 for the fiscal quarter ended March 31, 2012 prior to the filing of the Form 10-Q of the Trust for such fiscal quarter shall be deemed to be preliminary financial statements and the Borrower and the Trust
represent and warrant, with respect to those preliminary financial statements only, that, to the best knowledge of their respective principal financial officers and principal accounting officers, the information contained in such preliminary
financial statements is complete and correct in all material respects and fairly presents, in all material respects, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Trust and its
Subsidiaries on the date thereof and that such preliminary financial statements were prepared in good faith (it being acknowledged that (i) such preliminary March 31, 2012 financial statements and associated compliance certificate shall
satisfy the requirements of §§8.4(b) and 8.4(e) for the fiscal quarter ended March 31, 2012 until July 15, 2012 (or if earlier, until the date upon which the Trust files its Form 10-Q for the fiscal quarter ended March 31,
2012 with the SEC) and (ii) the information contained in the financial statements of the Trust and its Subsidiaries contained in the Form 10-Q of the Trust for the fiscal quarter ended March 31, 2012 shall be complete and correct in all
material respects and fairly present, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Trust and its Subsidiaries as of such date and the Borrower and the Trust shall be deemed to
have made such representation and warranty to the Agent and the Lenders hereunder upon the filing of such Form 10-Q with the SEC).” 
 7. Security Deeds; Repayment of Senior Notes. The following new §§8.22 and 8.23 are hereby inserted immediately after §8.21 of the Credit Agreement: 

“§8.22 Security Deeds. To secure the Borrower’s Obligations under (and as defined in) this Agreement and the
Borrower’s obligations under the documents entered into in connection with the 2011 Term Loan, no later than the date that is thirty-five (35) days after the Amendment No. 1 Effective Date, each Borrower owning an Eligible
Unencumbered Property included in the Unencumbered Pool shall execute and deliver a Security Deed to the Agent, acting in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the lenders party to the loan
agreement evidencing the 2011 Term Loan (the “2011 Term Loan Agreement”) and the Lenders (the Agent, in its capacity as Agent hereunder and as Collateral Agent, hereby being authorized by the Lenders to enter into such collateral agent
arrangements with the administrative agent under the loan agreement evidencing the 2011 Term Loan (the “2011 Term Loan Agreement”) as the Agent deems necessary or appropriate, including, in any event, to provide for the pari passu
application of the proceeds of any foreclosure of the Security Deeds to the outstanding Obligations under and as respectively defined in the 2011 Term Loan Agreement and this Agreement), such Security Deeds to be held in escrow by the Collateral
Agent until the Collateral Agent elects to (a) record the same, as directed by the Majority Lenders and/or the “Majority Lenders” (as such term is defined in the 2011 Term Loan Agreement), in each case in their sole discretion, or
(b) release the same, as directed by 

  
 12 









 
both the Majority Lenders and the “Majority Lenders” (as such term is defined in the 2011 Term Loan Agreement), in each case in their sole discretion. The Borrower hereby authorizes the
Collateral Agent, upon such direction, to record (at any time after such direction) one or more of the Security Deeds in the applicable land records and, at the Collateral Agent’s election, to obtain appraisals, title insurance policies
insuring the first priority of the Security Deeds and, as applicable, endorsements to the owner’s title policies, and such other diligence, documents, evidence of insurance and the like as the Collateral Agent may require, in each case at such
time as the Collateral Agent may determine, in the Collateral Agent’s sole discretion, and satisfactory to the Collateral Agent. In connection with the foregoing delivery and, if applicable, recording of the Security Deeds, the Agent is
hereby authorized by the Lenders to (i) take such steps as it deems appropriate to minimize the taxes and other third party costs associated with the Security Deeds, including, without limitation, with respect to Eligible Unencumbered
Properties located in the State of Maryland, by converting the status under the Loan Documents of any owners of such properties (other than FPLP) from a Borrower to a secondary obligor Guarantor on such conditions and subject to such documentation
(including, without limitation, if requested by the Agent, equity pledges of the direct and indirect equity interests in such Guarantors) as the Agent shall deem appropriate in its sole discretion and (ii) subject to the second and third
paragraphs of §28, enter into such conforming amendments to the Loan Documents and additional collateral documents with the Borrower as may be appropriate, in each case in the Agent’s sole discretion, to effect the foregoing;
provided, however, if the administrative agent under the 2011 Term Loan Agreement takes any such steps or enters into any such conforming amendments to the documents evidencing the 2011 Term Loan and/or additional collateral documents
to effect the foregoing with respect to the 2011 Term Loan, the Agent is hereby directed to take the same steps as may be necessary to effect the foregoing and enter into such conforming amendments to the Loan Documents and/or additional collateral
documents with the Borrower on substantially the same terms as those conforming amendments and/or additional collateral documents entered into by the administrative agent under the 2011 Term Loan Agreement in connection with the 2011 Term Loan.
Without limitation of §17, any costs and expenses of the Collateral Agent incurred in connection with the taking and recording of the Security Deeds or otherwise implementing the provisions of this §8.22, including, without limitation, any
mortgage recording taxes and similar charges or in connection with obtaining any title insurance, shall be payable on demand by the Borrower and, if not so paid, the Borrower shall be deemed to have delivered a Completed Loan Request for a Base Rate
Loan pursuant to §2.4 for such amount and such amount shall be advanced by the Lenders as a Revolving Credit Loan hereunder. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the definition of
Secured Indebtedness and the provisions of §§9.1 and 9.2, the Obligations and the obligations under the 2011 Term Loan Agreement shall be treated for all purposes as unsecured Indebtedness and the Security Deeds shall be Liens that are
permitted under §9.2.” 

  
 13 









 “§8.23 Repayment of Senior Notes. FPLP shall (i) within 2 Business
Days after the Amendment No. 1 Effective Date, provide written notice under the Senior Notes of its election to voluntarily repay the Senior Notes in full in accordance with the terms thereof, and (ii) repay in full in cash all of the
Senior Notes (including, without limitation, all principal, interest and premium or make-whole amount owing thereunder) on or before the date that is no later than 35 days after the Amendment No. 1 Effective Date.” 

8. Restrictions on Indebtedness. §9.1 is amended as follows: 

(a) by deleting the phrase, “and the 2008 Term Loan”, where the same appears in the eleventh line of clause (f) thereof;

 (b) by deleting “$1,000,000”, where the same appears in the fourth line of clause (g) thereof and substituting
$7,500,000 in lieu thereof; 
 (c) by deleting the phrase, “capital assets”, where the same appears in the second line
of clause (h) thereof and substituting “fixed assets (as defined by GAAP)” in lieu thereof; and 
 (d) by
deleting in its entirety the third to last unlettered paragraph thereof and substituting the following in lieu thereof: 

“For the avoidance of doubt, the 2007 Term Loan and the 2011 Term Loan are also permitted Indebtedness under this §9.1.”.

 9. Restrictions on Investments. §9.3 is amended as follows: 

(a) by deleting clause (e) thereof in its entirety and substituting the following in lieu thereof: 

“other Investments hereafter made in connection with the acquisition and development of Permitted Properties by the Borrower or any
Wholly-Owned Subsidiary of the Borrower, provided that the aggregate amounts actually invested by Borrower (or if not invested directly by Borrower, actually invested by an Affiliate of the Borrower for which the Borrower has any funding obligation)
and such Wholly-Owned Subsidiary at any time in Real Estate Assets Under Development will not exceed (a) fifteen percent (15%) of the Consolidated Gross Asset Value at the time of any such Investment during each fiscal quarter ending on or
after March 31, 2012 through the fiscal quarter ending June 30, 2013, the calculation of such Investments in Real Estate Assets Under Development during such period to include, without limitation, the aggregate amount of all budgeted
costs, including all soft and hard costs, to complete the development or redevelopment of each Real Estate Asset Under Development, including but not limited to, land, an interest reserve during construction, an operating deficit reserve, tenant
improvements, leasing costs, and infrastructure costs, and (b) twenty percent (20%) of the Consolidated Gross Asset Value at the time of any such Investment during each fiscal quarter ending on or after September 30, 2013, the
calculation of such Investments in Real Estate Assets Under Development during such period to include, without limitation, the aggregate amount of the costs described in the preceding clause (a) actually incurred for the development or
redevelopment of each Real Estate Asset Under Development; and Investments in raw land intended to be developed by the Borrower or any Wholly-Owned Subsidiary of the Borrower for use as a Permitted Property, provided that the aggregate amounts
actually invested by Borrower (or if not invested directly by Borrower, actually invested by an Affiliate of the Borrower for which the Borrower has any funding obligation) and such Wholly-Owned Subsidiary at any time in raw land will not exceed
five percent (5%) of the Consolidated Gross Asset Value at the time of any such Investment;”; 

  
 14 









 (b) by deleting clause (h) thereof in its entirety and substituting the following in
lieu thereof: 
 “Investments by the Borrower in Structured Finance Investments, provided that the aggregate investments in
such Structured Finance Investments shall not exceed (i) at the time of any such Investment during each fiscal quarter ending on or after March 31, 2012 through the fiscal quarter ending June 30, 2013, five percent (5%) of the
Consolidated Gross Asset Value, and (ii) at the time of any such Investment during each fiscal quarter ending on or after September 30, 2013, ten percent (10%) of the Consolidated Gross Asset Value, and further provided that with
respect to any such Investment in mezzanine loans or preferred equity, the documents governing the terms of such Investments shall be delivered to the Agent promptly upon the Agent’s request therefor;”; and 

(c) by deleting the second to last paragraph thereof in its entirety and substituting the following in lieu thereof: 

“In no event shall the aggregate of Investments made pursuant to subclauses (e), (f)(ii) and (h) above exceed (x) at any
time during each fiscal quarter ending on or after March 31, 2012 through the fiscal quarter ending June 30, 2013, twenty-five percent (25%) of Consolidated Gross Asset Value, and (y) at any time during each fiscal quarter ending
on or after September 30, 2013, thirty percent (30%) of Consolidated Gross Asset Value.” 
 10. Consolidated
Total Leverage Ratio. §10.1 is deleted in its entirety and the following is substituted in lieu thereof: 

“§10.1 Consolidated Total Leverage Ratio. At all times, (i) for each fiscal quarter ending on or after
March 31, 2012 through the fiscal quarter ending December 31, 2012, Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of Consolidated Gross Asset Value as of the last day of such fiscal quarter, (ii) for
each fiscal quarter ending on or after March 31, 2013 through the fiscal quarter ending June 30, 2013, Consolidated Total Indebtedness shall not exceed sixty-two and one half of one percent (62.5%) of Consolidated Gross Asset Value as
of the last day of such fiscal quarter, and (iii) for each fiscal quarter ending on or after September 30, 2013, Consolidated Total Indebtedness shall not exceed sixty percent (60%) of Consolidated Gross Asset Value as of the last day
of such fiscal quarter. This covenant shall be tested quarterly as of the last day of the applicable quarter.” 

  
 15 









 11. Consolidated Debt Yield. §10.2 is deleted in its entirety and the following
is substituted in lieu thereof: 
 “§10.2 Consolidated Debt Yield. At all times, as tested at the end of each
fiscal quarter, (i) for each fiscal quarter ending on or after March 31, 2012 through the fiscal quarter ending December 31, 2012, the Consolidated Debt Yield shall not be less than ten percent (10%), (ii) for each fiscal quarter
ending on or after March 31, 2013 through the fiscal quarter ending June 30, 2013, the Consolidated Debt Yield shall not be less than ten and one half of one percent (10.5%), and (iii) for each fiscal quarter ending on or after
September 30, 2013, the Consolidated Debt Yield shall not be less than eleven percent (11%).” 
 12. Net Worth.
§10.4 of the Credit Agreement is amended by deleting “$690,289,992” where it appears in the third line thereof and substituting “$650,000,000” in lieu thereof. 

13. Unencumbered Pool Leverage. §10.5 is deleted in its entirety and the following is substituted in lieu thereof:

 “§10.5 Unencumbered Pool Leverage. At all times, as tested at the end of each fiscal quarter and any other
date of measurement, (i) for each fiscal quarter ending on or after March 31, 2012 through the fiscal quarter ending December 31, 2012, Unsecured Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of the
aggregate Value of Unencumbered Properties on the last day of such fiscal quarter, (ii) for each fiscal quarter ending on or after March 31, 2013 through the fiscal quarter ending June 30, 2013, Unsecured Consolidated Total
Indebtedness shall not exceed sixty-two and one half of one percent (62.5%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter, and (iii) for each fiscal quarter ending on or after September 30,
2013, Unsecured Consolidated Total Indebtedness shall not exceed sixty percent (60%) of the aggregate Value of Unencumbered Properties on the last day of such fiscal quarter. For purposes of the covenant set forth in this §10.5, any New
Debt incurred by the Borrower after the date hereof shall be deemed to be Unsecured Consolidated Total Indebtedness.” 

14. Events of Default. Clause (c) of §14.1 is amended by deleting “§8.19; §8.20; §8.21;” where
the same appears in the last line thereof and inserting the following in lieu thereof: “§§8.19 through 8.23 inclusive”. 

  
 16 









 15. Schedules. 

(a) The existing Schedules 1, 7.1(b), 7.3(c), 7.13, and 7.19 to the Credit Agreement are deleted in their entirety and the updated
Schedules 1, 7.1(b), 7.3(c), 7.13, and 7.19 attached hereto are substituted in lieu thereof. 
 (b) The new Schedule 7.3(d)
attached hereto is attached to the Credit Agreement and made a part thereof. 
 (c) The index of schedules and annexes to the
Credit Agreement set forth on page vi thereof and on the page immediately preceding Schedule 1 thereof is deleted in its entirety in each place where it appears and the updated index attached hereto is substituted in lieu thereof. 

16. Waiver respecting Financial Covenants and Related Definitions; Limited Waiver respecting Cross Default with the Senior Notes.

 (a) The Lenders hereby waive any Default or Event of Default under Sections 14.1(c), (e) and (p) of the Credit
Agreement relating to or arising from (i) the Borrowers’ misinterpretations of the definitions used in determining the financial covenants set forth in Article 10 of the Credit Agreement that may have occurred prior to the Amendment
No. 1 Effective Date due to any inconsistency of such interpretations with the requirements of the Credit Agreement and (ii) the Borrower’s failure to comply prior to the Amendment No. 1 Effective Date with the $1,000,000
limitation set forth in Section 9.1(g) of the Credit Agreement . 
 (b) The Lenders hereby waive any Default or Event of
Default under Sections 14.1(e) and (f) of the Credit Agreement (i) relating to or arising from any default or event of default occurring on or prior to the Amendment No. 1 Effective Date under any Indebtedness covered by
Section 14.1(f), and (ii) relating to or arising from any default or event of default occurring under documents governing the Senior Notes after the Amendment No. 1 Effective Date and prior to the date the Senior Notes are paid in
full and arising as a result of the failure of (A) the Trust to timely file its Form 10-Q with the SEC or (B) FPLP to be in compliance with its financial covenant or reporting obligations thereunder with respect to the fiscal quarter ended
March 31, 2012. 
 (c) Each of the Lenders executing this Amendment hereby waives any claim to increased or additional
interest that may have accrued and been owing by the Borrowers prior to the Amendment No. 1 Effective Date as a result of any event described in clauses (a) or (b) above, including as a result of the Lenders’ ability to have
elected to charge the Borrowers default rate interest or as a result of any increase in the Applicable Margin that may have applied had the financial covenant calculations not been prepared based on certain misinterpretations as set forth above.

 (d) The waivers set forth in Sections 16(a), 16(b) and 16(c) shall be effective with respect to the applicable Default or
Event of Default, if any, as of the date that such Default or Event of Default occurred. 

  
 17 









 (e) The waivers set forth in Sections 16(a), 16(b) and 16(c) of this Amendment are limited
strictly to the matters and periods, as applicable, specified therein and shall not extend to or affect any of the Borrowers’ other obligations contained in the Credit Agreement or any Loan Document, and no other waiver is hereby implied or
intended. 
 ARTICLE II 
 CONDITIONS PRECEDENT TO AMENDMENT AND CONSENT 
 The Lenders’ agreement
herein to amend the Credit Agreement and provide the waiver hereunder as of the Amendment No. 1 Effective Date is subject to the fulfillment to the satisfaction of the Lenders of the following conditions precedent on or prior to such date:

 1. Each of the Borrowers shall have executed and delivered (or caused to be delivered) to the Agent a counterpart of this
Amendment; 
 2. The Guarantor and each Subsidiary Guarantor shall have acknowledged and consented to the provisions of this
Amendment; 
 3. The Agent and the Majority Lenders shall have executed this Amendment; 

4. The representations and warranties of the Borrowers and the Guarantor set forth herein shall be true and correct; 

5. The Borrower shall have furnished to the Agent and the Lenders a pro forma Compliance Certificate (such Compliance Certificate to be
substantially in the form attached hereto as Annex 1) evidencing compliance with the covenants set forth in Article 10 of the Credit Agreement for the four (4) fiscal quarters ending March 31, 2012 after giving effect to the terms
of this Amendment (the Agent and the Lenders hereby acknowledge, in reliance upon Section 6 of Article I of this Amendment, that such Compliance Certificate and the preliminary financial statements of the Trust for the fiscal quarter ended
March 31, 2012 on which it is based are currently under review by the Accountants and are subject to further revision prior to the filing by the Trust of its Form 10-Q for the fiscal quarter ended March 31, 2012); 

6. In consideration of the amendments contained herein, the Borrower shall have paid to the Agent a fee for the benefit of each of the
Lenders executing this Amendment in an amount equal to twenty (20) basis points of each such Lender’s Commitment, along with, to the Agent, the reasonable fees, charges and disbursements of Agent’s counsel in connection with the
preparation hereof, or satisfactory arrangements therefor shall have been made; and 
 7. The Agent shall have received such
other documentation and information as it may reasonably require, all of which shall be in form and substance satisfactory to the Agent, including, without limitation, such items set forth in the closing agenda provided by counsel to Agent to the
Borrower in connection with this Amendment. 

  
 18 









 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 Each of the Borrowers, the Guarantor and
the Subsidiary Guarantors hereby represents and warrants to you as follows: 
 1. Representations and Warranties. Each of
the representations and warranties made by such Borrower, the Guarantor and such Subsidiary Guarantor, as applicable, to the Agent and the Lenders in this Amendment, the Credit Agreement and other Loan Documents, as applicable, was true, correct and
complete when made and is true, correct and complete on and as of the Amendment No. 1 Effective Date with the same full force and effect as if each of such representations and warranties had been made by such Borrowers, the Guarantor or such
Subsidiary Guarantor, as applicable on the Amendment No. 1 Effective Date and in this Amendment, in each case after giving effect to this Amendment, except to the extent that such representations and warranties relate solely to a prior date, in
which case such representations and warranties shall be true, correct and complete on and as of the date when made. 
 2.
Prior Financial Covenant Calculations. Any misinterpretations by the Borrowers of the definitions used in determining the financial covenants set forth in Article 10 of the Credit Agreement were misinterpretations made in good faith.

 3. No Defaults or Events of Default. After giving effect to this Amendment, no Default or Event of Default exists on
the Amendment No. 1 Effective Date, and no condition exists on the date hereof which would, with notice or the lapse of time, or both, constitute a Default or an Event of Default under the Credit Agreement. 

4. No Material Adverse Change. There has been no material adverse change in the business, assets, operations, condition (financial
or otherwise) or properties of the Trust, FPLP or, taken as a whole, the Potomac Group since December 31, 2011 or, as of the Amendment No. 1 Effective Date, in the facts and information regarding the Trust, FPLP or, taken as a whole, the
Potomac Group as most recently provided to the Agent and the Lenders. 
 5. Binding Effect of Documents. This Amendment
has been duly authorized, executed and delivered to you by such Borrower, the Guarantor and such Subsidiary Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each such Borrower, the Guarantor and
such Subsidiary Guarantor contained herein and therein constitute the legal, valid and binding obligations of such Borrower, the Guarantor and such Subsidiary Guarantor, enforceable against such Borrower, the Guarantor and such Subsidiary Guarantor
in accordance with their respective terms. 
 6. No Implied Waiver. Except as expressly set forth in this
Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agent or the Lenders under the Credit Agreement or the other Loan Documents, nor alter, modify,
amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any
willingness on the part of the Agent or the Lenders to grant any similar or future consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents. 

  
 19 









 ARTICLE IV 
 MISCELLANEOUS 
 This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of the parties hereto. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and provisions of the Credit Agreement and each of the other Loan Documents shall otherwise
remain unmodified, and the Credit Agreement and each of the other Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full force and effect, and each of the Borrowers, the Guarantor and the Subsidiary Guarantors
hereby ratifies and confirms all of its agreements and obligations contained therein, as applicable. This Amendment is a contract 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). The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or
provision of this Amendment in any jurisdiction. 
 [Remainder of page intentionally left blank.] 

  
 20 









 If you are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart of this Amendment, whereupon this Amendment, as so accepted by you, shall become a binding agreement between you and the undersigned. 
  

							
		 		 	 Very truly yours,
  

FIRST POTOMAC REALTY INVESTMENT LIMITED
 PARTNERSHIP

				
		 		 	By:	 	 First Potomac Realty Trust
 Its
General Partner

				
		 		 	By:	 	/s/ Douglas Donatelli
		 		 		 	Name: Douglas Donatelli
		 		 		 	Title: Chief Executive Officer

 (Signatures continued on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
							
	 1400 CAVALIER, LLC, a Delaware limited liability company

1441 CROSSWAYS BLVD., LLC, a Virginia limited liability company
 AIRPARK PLACE, LLC, a Delaware limited liability company

FP AMMENDALE COMMERCE CENTER, LLC, a Maryland limited liability company

AQUIA TWO, LLC, a Delaware limited liability company
 CROSSWAYS II LLC, a Delaware limited liability company

FPR HOLDINGS LIMITED PARTNERSHIP, a Delaware limited liability partnership

FP DAVIS DRIVE LOT 5, LLC, a Virginia limited liability company
 FP PROPERTIES, LLC, a Delaware limited liability company
 FP DIAMOND HILL, LLC, a
Delaware limited liability company
 FP CAMPOSTELLA ROAD, LLC, a Delaware limited liability company

GATEWAY HAMPTON ROADS, LLC, a Virginia limited liability company
 FP GATEWAY 270, LLC, a New Jersey limited liability company

		
	By:	 	First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect
holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities
			
		 	By:	 	First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner
				
		 		 	By:	 	/s/ Douglas Donatelli            
		 		 		 	Name: Douglas Donatelli
		 		 		 	Title:    Chief Executive Officer


 (Signatures continued on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
							
	 GATEWAY MANASSAS II, LLC, a Delaware limited liability company

FP 2550 ELLSMERE AVENUE, LLC, a Virginia limited liability company
 FP GATEWAY WEST II, LLC, a Maryland limited liability company
 FP GOLDENROD LANE,
LLC, a Maryland limited liability company
 FP GREENBRIER CIRCLE, LLC, a Virginia limited liability company

GTC I SECOND LLC, a Virginia limited liability company
 FP HANOVER AB, LLC, a Virginia limited liability company
 HERNDON CORPORATE CENTER,
LLC, a Delaware limited liability
 company
 LINDEN II, LLC, a Delaware limited liability company
 LUCAS WAY HAMPTON, LLC, a
Virginia limited liability company
 FP PARK CENTRAL V, LLC, a Virginia limited liability company

FP PATRICK CENTER, LLC, a Maryland limited liability company
 FP PINE GLEN, LLC, a Virginia limited liability company
 RESTON BUSINESS CAMPUS, LLC,
a Delaware limited liability company
 FP RIVERS BEND, LLC, a Virginia limited liability company

FP 500 & 600 HP WAY, LLC, a Virginia limited liability company
 FP 1408 STEPHANIE WAY, LLC, a Virginia limited liability company
 FP STERLING PARK I,
LLC, a Virginia limited liability company
 FP STERLING PARK 6, LLC, a Virginia limited liability company

FP STERLING PARK 7, LLC, a Virginia limited liability company
 FP STERLING PARK LAND, LLC, a Virginia limited liability company
 VIRGINIA CENTER,
LLC, a Delaware limited liability company
 FP WEST PARK, LLC, a Maryland limited liability company

FP CRONRIDGE DRIVE, LLC, a Maryland limited liability company
 FP GIRARD BUSINESS CENTER, LLC, a Maryland limited liability
 company

		
	By:	 	First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect
holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities
			
		 	By:	 	First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner
				
		 		 	By:	 	/s/ Douglas Donatelli            
		 		 		 	Name: Douglas Donatelli
		 		 		 	Title: Chief Executive Officer


 (Signatures continued on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
							
	 FP GIRARD PLACE, LLC, a Maryland limited liability company

TECHCOURT, LLC, a Virginia limited liability company
 FP PARK CENTRAL I, LLC, a Virginia limited liability company
 FP TRIANGLE, LLC, a
Maryland limited liability company
 FP 1211 CONNECTICUT AVENUE, LLC, a Delaware limited liability company

4212 TECHCOURT, LLC, a Virginia limited liability company
 FP 440 1ST STREET, LLC, a Delaware limited liability company
 FP ATLANTIC CORPORATE PARK,
LLC, a Virginia limited liability
 company
 FP 3 FLINT HILL, LLC, a Virginia limited liability company
 FP PARK CENTRAL II, LLC,
a Virginia limited liability company
 INTERSTATE PLAZA HOLDING LLC, a Delaware limited liability company

ENTERPRISE CENTER I, LLC, a Delaware limited liability company
 FP REDLAND TECHNOLOGY CENTER LP, a Delaware limited partnership
 FP ASHBURN, LLC, a
Virginia limited liability company
 FP GREENBRIER TOWERS, LLC, a Virginia limited liability company

403 & 405 GLENN DRIVE, LLC, a Virginia limited liability company
 AP INDIAN CREEK, LLC, a Delaware limited liability company
 INDIAN CREEK INVESTORS,
LLC, a Maryland limited liability company
 FP NAVISTAR INVESTORS, LLC, a Maryland limited liability company

NORFOLK COMMERCE PARK LLC, a Delaware limited liability company
 WINDSOR AT BATTLEFIELD, LLC, a Delaware limited liability company
 GLENN DALE BUSINESS
CENTER, L.L.C., a Maryland limited liability
 company
 FP GUDE, LLC, a Maryland limited liability company
 FP GUDE MANAGER, LLC, a Delaware
limited liability company

		
	By:	 	First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect
holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities
			
		 	By:	 	 First Potomac Realty Trust, a Maryland real estate investment

trust, its sole general partner

				
		 		 	By:	 	 /s/ Douglas
Donatelli            

		 		 		 	Name: Douglas Donatelli
		 		 		 	Title: Chief Executive Officer


 [Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit 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 and the Obligations remain in full force and effect. In addition, the Guarantor hereby acknowledges and agrees to the terms and conditions of this Amendment and the Credit Agreement as amended hereby (including, without
limitation, the making of the representations and warranties and the performance of the covenants applicable to it herein or therein). 
  

			
	GUARANTOR:
	
	FIRST POTOMAC REALTY TRUST
		
	By:	 	/s/ Douglas Donatelli            
		 	Douglas Donatelli, Chief Executive Officer


 [Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]








 CONSENT OF SUBSIDIARY GUARANTORS 

Each of the Subsidiary Guarantors (as defined in the Credit Agreement) has guaranteed the Obligations (as defined in the Subsidiary
Guaranty) (as defined in the Credit Agreement). By executing this consent, each of the Subsidiary Guarantors hereby absolutely and unconditionally reaffirms to the Agent and the Lenders that such Subsidiary Guarantor’s Subsidiary Guaranty and
the Obligations remain in full force and effect. In addition, each of the Subsidiary Guarantors hereby acknowledges and agrees to the terms and conditions of this Amendment and the Credit Agreement as amended hereby (including, without limitation,
the making of the representations and warranties and the performance of the covenants applicable to it herein or therein). 
  

							
	SUBSIDIARY GUARANTORS:
	
	 FP REDLAND GP, LLC, a Delaware limited liability company

FP REDLAND, LLC, a Delaware limited liability company
 FP AIRPARK AB, LLC, a Virginia limited liability company
 FP 535 INDEPENDENCE PARKWAY,
LLC, a Virginia limited
 liability company
 FP CANDLEWOOD, LLC, a Maryland limited liability company
 FP CHESTERFIELD ABEF, LLC,
a Virginia limited liability company
 FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company

FP CLOVERLEAF, LLC, a Maryland limited liability company
 FP HANOVER C, LLC, a Virginia limited liability company
 FP HANOVER D, LLC, a
Virginia limited liability company
 FP PROSPERITY, LLC, a Virginia limited liability company

AQUIA ONE, LLC, a Delaware limited liability company
 FP GATEWAY CENTER, LLC, a Maryland limited liability company
 GLENN DALE BUSINESS CENTER,
L.L.C., a Maryland limited
 liability company
 INTERSTATE PLAZA OPERATING LLC, a Delaware limited
 liability company

FP PROPERTIES II, LLC, a Maryland limited liability company

		
	By:	 	First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect
holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities
			
		 	By:	 	First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner
				
		 		 	By:	 	 /s/
Douglas Donatelli            

		 		 		 	Name: Douglas Donatelli
		 		 		 	Title: Chief Executive Officer


 [Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]








 ACCEPTED AND AGREED AS 
 OF THE 10th DAY OF MAY, 2012: 
  

			
	 KEYBANK NATIONAL ASSOCIATION,
 as a Lender and as Agent, Swingline Lender and Fronting Bank

		
	By:	 	 /s/ John C. Scott

		 	Name: John C. Scott
		 	Title: Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
			
	 WELLS FARGO BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Sam Supple

		 	Name: Sam Supple
		 	Title:   Senior Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
			
	 BANK OF MONTREAL,
 as a Lender

		
	By:	 	 /s/ Aaron Lanski

		 	Name: Aaron Lanski
		 	Title: Managing Director


 (Signatures continue on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Benjamin Adams

		 	Name: Benjamin Adams
		 	Title: Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
			
	CAPITAL ONE NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Ashish Tandon

		 	Name: Ashish Tandon
		 	Title: Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 







 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Gary D. Houston

		 	Name: Gary D. Houston
		 	Title: Vice President


 [Signature Page to Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]








 Schedule 1 
 Borrowers 
  

	1.	1400 Cavalier, LLC 


	2.	1441 Crossways Blvd., LLC 


	3.	403 & 405 Glenn Drive, LLC 


	4.	4212 Techcourt, LLC 


	5.	 Airpark Place,
LLC(1) 



	6.	AP Indian Creek, LLC 


	7.	 Aquia Two,
LLC(1) 



	8.	Crossways II LLC 


	9.	Enterprise Center I, LLC 


	10.	FP 1211 Connecticut Avenue, LLC 


	11.	FP 1408 Stephanie Way, LLC 


	12.	FP 2550 Ellsmere Avenue, LLC 


	13.	FP 3 Flint Hill, LLC 


	14.	 FP 440 1st Street, LLC 



	15.	FP 500 & 600 HP Way, LLC 


	16.	FP Ammendale Commerce Center, LLC 


	17.	FP Ashburn, LLC 


	18.	FP Atlantic Corporate Park, LLC 


	19.	FP Campostella Road, LLC 


	20.	FP Cronridge Drive, LLC 


	21.	FP Davis Drive Lot 5, LLC 


	22.	FP Diamond Hill, LLC 


	23.	FP Gateway 270, LLC 


	24.	 FP Gateway West II,
LLC(1) 



	25.	FP Girard Business Center, LLC 


	26.	FP Girard Place, LLC 


	27.	FP Goldenrod Lane, LLC 


	28.	FP Greenbrier Circle, LLC 


	29.	FP Greenbrier Towers, LLC 


	30.	FP Gude, LLC 


	31.	FP Gude Manager, LLC 


	32.	FP Hanover AB, LLC 


	33.	FP Navistar Investors, LLC 


	34.	FP Park Central I, LLC 


	35.	FP Park Central II, LLC 


	36.	FP Park Central V, LLC 


	37.	FP Patrick Center, LLC 


	38.	FP Pine Glen, LLC 


	39.	FP Properties, LLC 


	40.	FP Redland Technology Center LP 


	41.	FP Rivers Bend, LLC 


	42.	FP Sterling Park I, LLC 


	43.	FP Sterling Park 6, LLC 


	44.	FP Sterling Park 7, LLC 


	45.	FP Sterling Park Land, LLC 


  
 Schedule 1










	46.	FP Triangle, LLC 


	47.	FP West Park, LLC 


	48.	FPR Holdings Limited Partnership 


	49.	Gateway Hampton Roads, LLC 


	50.	Gateway Manassas II, LLC 


	51.	Glenn Dale Business Center, L.L.C. 


	52.	GTC I Second LLC 


	53.	Herndon Corporate Center, LLC 


	54.	Indian Creek Investors, LLC 


	55.	Interstate Plaza Holding LLC 


	56.	Linden II, LLC 


	57.	Lucas Way Hampton, LLC 


	58.	Norfolk Commerce Park LLC 


	59.	Reston Business Campus, LLC 


	60.	Techcourt, LLC 


	61.	Virginia Center, LLC 


	62.	Windsor at Battlefield, LLC 

  

	(1) 	 Property is sold but has not been released as a Borrower. 



  
 Schedule 1









 Schedule 7.1(b) 
 Capitalization 
  

							
	 Borrower
	 	 Ownership Interest
	 	 Preferred Equity

and any related
 documents
	 	 Restrictions or

other Agreements
 or Interests

				
	First Potomac Realty Trust	 	Common stock shares listed on New York Stock Exchange	 	7.75% Series A Cumulative Redeemable Perpetual Preferred Shares	 	N/A
				
	First Potomac Realty Investment Limited Partnership	 	First Potomac Realty Trust - aggregate general partnership and limited partnership interests in excess of 95%; other limited partners as listed on attached Exhibit A	 	None	 	None
				
	1400 Cavalier, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	1441 Crossways Blvd., LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	403 & 405 Glenn Drive, LLC	 	First Potomac Realty Investment Limited Partnership — 99% limited liability company interest; 1% 403 & 405 Glenn Drive Manager, LLC	 	None	 	None
				
	4212 Techcourt, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	Airpark Place, LLC	 	Airpark Place Holdings, LLC — 100% limited liability company interest	 	None	 	None
				
	AP Indian Creek, LLC	 	FP Indian Creek, LLC — 100% limited liability company interest	 	None	 	None
				
	Aquia Two, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	Crossways II LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	Enterprise Center I, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None


  
 Schedule
7.1(b) 









							
				
	FP 1211 Connecticut Avenue, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP 1408 Stephanie Way, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP 2550 Ellsmere Avenue, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP 3 Flint Hill, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP 440 1st Street, LLC	 	First Potomac DC Holdings, LLC — 99.9% limited liability company interest; First Potomac TRS Holdings, Inc. — 0.1% limited liability company interest	 	None	 	None
				
	FP 500 & 600 HP Way, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Ammendale Commerce Center,LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Ashburn, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Atlantic Corporate Park, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Campostella Road, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Cronridge Drive, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Davis Drive Lot 5, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Diamond Hill, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None


  
 Schedule
7.1(b) 









							
				
	FP Gateway 270, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Gateway West II, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Girard Business Center, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Girard Place, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Goldenrod Lane, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Greenbrier Circle, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Greenbrier Towers, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Gude, LLC	 	First Potomac Realty Investment Limited Partnership — 99% limited liability company interest; 1% FP Gude Manager, LLC	 	None	 	None
				
	FP Gude Manager, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Hanover AB, LLC	 	FPR Holdings Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Park Central I, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Navistar Investors, LLC	 	First Potomac Realty Investment Limited Partnership — 99% limited liability company interest; 1% FP Navistar Manager, LLC	 	None	 	None
				
	FP Park Central II, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Park Central V, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None


  
 Schedule
7.1(b) 









							
				
	FP Patrick Center, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Pine Glen, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Properties, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Redland Technology Center LP	 	 FP Redland, LLC — 90% limited partnership interest

 
 Perseus Redland Investments LLC — 10% limited partnership
interest
	 	FP Redland, LLC -100% of the 6.5% to 8.5% cumulative preferred limited partnership interest in the principal amount of $74,500,000	 	Amended and Restated Limited Partnership Agreement of FP Redland Technology Center LP, dated November 10, 2010
	 	 	 
				
	FP Rivers Bend, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Sterling Park I, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Sterling Park 6, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Sterling Park 7, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Sterling Park Land, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP Triangle, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FP West Park, LLC	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	FPR Holdings Limited Partnership	 	First Potomac Realty Investment Limited Partnership — 99% limited partnership interest	 	None	 	None
	 	FPR General Partner — 1% limited partnership interest	 	 


  
 Schedule
7.1(b) 









							
				
	 Gateway Hampton Roads, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Gateway Manassas II, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Glenn Dale Business Center, L.L.C.
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 GTC I Second LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Herndon Corporate Center, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Indian Creek Investors, LLC
	 	FP Indian Creek, LLC — 100% limited liability company interest	 	None	 	None
				
	 Interstate Plaza Holding LLC
	 	Interstate Plaza Operating LLC — 100% limited liability company interest	 	None	 	None
				
	 Linden II, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Lucas Way Hampton, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Norfolk Commerce Park LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Reston Business Campus, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Techcourt, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Virginia Center, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None
				
	 Windsor at Battlefield, LLC
	 	First Potomac Realty Investment Limited Partnership — 100% limited liability company interest	 	None	 	None


  
 Schedule
7.1(b) 








 Schedule 7.3(c) 
 Partially-Owned Entities 
  

									
	 Name and Type of Entity
	 	% Interest
Owned by
Borrower	 	 	 Capacity in which

Borrower holds the
 interest
	  	 Borrower’s

ownership interest
therein

	 FP CPT 1750 Holdings, LLC
	 	 	50	% 	 	Operating Member	  	Direct
	 VIF/FP Aviation Blvd Holdings, LLC
	 	 	50	% 	 	Operating Member	  	Direct
	 FP VIF I/ Rivers Park I, LLC
	 	 	25	% 	 	Operating Member	  	Direct
	 FP VIF II/ Rivers Park II, LLC
	 	 	25	% 	 	Operating Member	  	Direct
	 Prosperity Metro Plaza of Virginia, LLC
	 	 	51	% 	 	Operating Member	  	Direct
	 1200 17th Street Investors, LLC
	 	 	95	% 	 	Operating Member	  	Direct


  
 Schedule
7.3(d) 








 Schedule 7.3(d) 
 Eligible Unencumbered Properties in the Unencumbered Pool 
  

											
	 Borrower/Owner
	 	 Property Name
	 	 Address
	 	 City
	 	 County
	 	 State

						
	1400 Cavalier, LLC	 	Bay Warehouses	 	1400 Cavalier Blvd. & 3732 Cook Blvd.	 	Chesapeake	 	Chesapeake	 	VA
						
	1441 Crossways Blvd., LLC	 	Crossways I	 	1441 Crossways Blvd.	 	Chesapeake	 	Chesapeake	 	VA
						
	403 & 405 Glenn Drive, LLC	 	Glenn Drive	 	403 & 405 Glenn Drive	 	Sterling	 	Loudoun	 	VA
						
	4212 Techcourt, LLC	 	Techcourt	 	4212 Technology Court	 	Chantilly	 	Fairfax	 	VA
						
	AP Indian Creek, LLC & Indian Creek Investors, LLC	 	Indian Creek	 	12000, 12001, 12040, and 12051 Indian Creek Court	 	Beltsville	 	Prince George’s	 	MD
						
	Crossways II LLC	 	Crossways II	 	1400 Crossways Blvd	 	Chesapeake	 	Chesapeake	 	VA
						
	Enterprise Center I, LLC	 	Enterprise Center	 	15100 & 15120 Enterprise Center Court, 4100 & 4120 Lafayette Center Drive	 	Chantilly	 	Fairfax	 	VA
						
	FP 1211 Connecticut Avenue, LLC	 	1211 Connecticut Ave	 	1211 Connecticut Ave NW	 	Washington	 	DC	 	DC
						
	FP 1408 Stephanie Way, LLC	 	Stephanie Way	 	1408 Stephanie Way	 	Chesapeake	 	Chesapeake	 	VA
						
	FP 2550 Ellsmere Avenue, LLC0	 	Gateway II	 	2550 Ellsmere Avenue	 	Norfolk	 	Norfolk	 	VA
						
	FP 3 Flint Hill, LLC	 	Three Flint Hill	 	3201 Jermantown Road	 	Fairfax	 	Fairfax	 	VA
						
	FP 440 1st Street, LLC	 	440 First Street	 	440 First Street NW	 	Washington	 	DC	 	DC
						
	FP 500 & 600 HP Way, LLC	 	River’s Bend Center II	 	500 & 600 HP Way	 	Chester	 	Chester	 	VA
						
	FP Ammendale Commerce Center, LLC	 	Ammendale Commerce Center	 	6435 & 6500 Virginia Manor Road, 12201 Indian Creek Court	 	Beltsville	 	Prince George’s	 	MD
						
	FP Ashburn, LLC	 	Ashburn Center	 	21625, 21631 & 21635 Red Rum Drive	 	Ashburn	 	Loudoun	 	VA
						
	FP Atlantic Corporate Park, LLC	 	Atlantic Corporate Center	 	46500, 46510 Woodland Road	 	Sterling	 	Loudoun	 	VA
						
	FP Campostella Road, LLC	 	Diamond Hill Distribution Center	 	1910 & 1920 Campostella Road, 2115 Portlock Road	 	Chesapeake	 	Chesapeake	 	VA
						
	FP Cronridge Drive, LLC	 	Owings Mills Commerce Center	 	11460 & 11500 Cronridge Drive	 	Owings Mills	 	Baltimore	 	MD
						
	FP Davis Drive Lot 5, LLC	 	Davis Drive	 	22446 Davis Drive	 	Sterling	 	Loudoun	 	VA
						
	FP Diamond Hill, LLC	 	Diamond Hill Distribution Center	 	1960 Diamond Hill Road	 	Chesapeake	 	Chesapeake	 	VA
						
	FP Gateway 270, LLC	 	Gateway Center I-270	 	22516, 22520, 22530, 22600, 22610 and 22616 Gateway Center Drive	 	Clarksburg	 	Montgomery	 	MD
						
	FP Girard Business Center, LLC	 	Girard Business Center	 	200, 220 Girard Street, 504 East Diamond Avenue	 	Gaithersburg	 	Montgomery	 	MD
						
	FP Girard Place, LLC	 	Girard Place	 	602,620,630,640 East Diamond Ave	 	Gaithersburg	 	Montgomery	 	MD


  
 Schedule
7.3(d) 









											
						
	FP Goldenrod Lane, LLC	 	Goldenrod Lane	 	20270 Goldenrod Lane	 	Gaithersburg	 	Montgomery	 	MD
						
	FP Greenbrier Circle, LLC	 	Greenbrier Circle Corporate Center	 	825 Greenbrier Circle & 1801 Sara Drive	 	Chesapeake	 	Chesapeake	 	VA
						
	FP Greenbrier Towers, LLC	 	Greenbrier Towers	 	860, 870 Greenbrier Circle	 	Chesapeake	 	Chesapeake	 	VA
						
	FP Gude, LLC	 	Campus at Metro Park North	 	400 E Gude Drive, 7300 7301, 7362 Calhoun Place	 	Rockville	 	Montgomery	 	MD
						
	FP Hanover AB, LLC	 	Hanover Business Center	 	306 Ashcake Road & 340 Hill Carter Parkway	 	Ashland	 	Hanover	 	VA
						
	FP Navistar Investors, LLC	 	Navistar	 	4612 Navistar Drive	 	Frederick	 	Frederick	 	MD
						
	FP Park Central I, LLC	 	Park Central I	 	8701 Park Central Drive	 	Richmond	 	Henrico	 	VA
						
	FP Park Central II, LLC	 	Park Central II	 	8751 Park Central Drive	 	Richmond	 	Henrico	 	VA
						
	FP Park Central V, LLC	 	Park Central V	 	8801 Park Central Drive	 	Richmond	 	Henrico	 	VA
						
	FP Patrick Center, LLC	 	Patrick Center	 	30 West Patrick Street	 	Frederick	 	Frederick	 	MD
						
	FP Pine Glen, LLC	 	Pine Glen	 	7500 - 7516 Whitepine Road	 	Richmond	 	Henrico	 	VA
						
	FP Properties, LLC	 	 English Muffin, Georgia Pacific,

Woodlands, & Worman’s Mill Court
	 	6900 English Muffin Way, 4451 Georgia Pacific Boulevard, 9315 Largo Drive West, 15 Worman's Mill Court	 	Frederick	 	Frederick	 	MD
						
	FP Redland Technology Center LP	 	Redland Corporate Center	 	520, 530 Gaither Road	 	Rockville	 	Montgomery	 	MD
						
	FP Rivers Bend, LLC	 	River’s Bend Center (1-4)	 	12730 & 13001 Kingston Avenue & 701 & 801 Liberty Way	 	Chester	 	Chester	 	VA
						
	FP Sterling Park I, LLC	 	Sterling Park Business Center	 	22560 Glenn Drive & 22455 Davis Drive	 	Sterling	 	Loudoun	 	VA
						
	FP Sterling Park 6, LLC	 	Sterling Park Business Center Lot 6	 	22400 Davis Drive	 	Sterling	 	Loudoun	 	VA
						
	FP Sterling Park 7, LLC	 	Sterling Park Business Center Lot 7	 	22370 Davis Drive	 	Sterling	 	Loudoun	 	VA
						
	FP Sterling Park Land, LLC	 	Sterling Park Land	 	Parcel 51, Lot, 2-A, 3-A, & 8	 	Sterling	 	Loudoun	 	VA
						
	 FP Triangle, LLC
	 	Triangle Business Center	 	1500,1502,1504 & 1506 Joh Avenue	 	Baltimore	 	Baltimore	 	MD
						
	 FP West Park, LLC
	 	West Park	 	10 North Jefferson Street	 	Frederick	 	Frederick	 	MD
						
	 FPR Holdings Limited Partnership
	 	Culpeper	 	13129 Airpark Drive	 	Elkwood	 	Culpeper	 	VA
						
	 Gateway Hampton Roads, LLC
	 	Enterprise Parkway	 	2000 Enterprise Parkway	 	Hampton	 	Hampton	 	VA
						
	 Gateway Manassas II, LLC
	 	Gateway Center Manassas II	 	7201 & 7301 Gateway Court	 	Manassas	 	Prince William	 	VA
						
	 Glenn Dale Business Center, LLC
	 	Glenn Dale Business Center	 	7100 Holladay Tyler Road	 	Glenn Dale	 	Prince George’s	 	MD
						
	 GTC I Second LLC
	 	Greenbrier Technology Center I	 	814 Greenbrier Circle	 	Chesapeake	 	Chesapeake	 	VA
						
	 Herndon Corporate Center, LLC
	 	Herndon Corporate Ceneter	 	1145-1175 Herndon Parkway	 	Herndon	 	Fairfax	 	VA
						
	 Interstate Plaza Holding LLC
	 	Interstate Plaza	 	5775 General Washington Drive	 	Alexandria	 	Alexandria	 	VA


  
 Schedule
7.3(d) 









											
						
	Linden II, LLC	 	Linden Business Center	 	7795 Coppermine Drive	 	Manassas	 	Prince William	 	VA
						
	Lucas Way Hampton, LLC	 	Lucas Way	 	1000 Lucas Way & 514 Butler Farm Road	 	Hampton	 	Hampton	 	VA
						
	Norfolk Commerce Park LLC	 	Norfolk Commerce Park II	 	5301 Robin Hood Road	 	Norfolk	 	Norfolk	 	VA
						
	Reston Business Campus, LLC	 	Reston Business Campus	 	12320, 12330, 12340 & 12350 Pinecrest Road	 	Reston	 	Fairfax	 	VA
						
	Techcourt, LLC	 	Techcourt 4200	 	4200 Technology Court	 	Chantilly	 	Fairfax	 	VA
						
	Virginia Center, LLC	 	Virginia Center Technology I	 	1001-1063 Technology Park Drive	 	Glen Allen	 	Henrico	 	VA
						
	Windsor at Battlefield, LLC	 	Windsor @ Battlefield	 	10110 Battlefield Pkwy, Suites 100-150, 200-220 & 10002 Battlefield Pkwy	 	Manassas	 	Prince William	 	VA


  
 Schedule
7.3(d) 








 Schedule 7.13 
 Legal Name; Jurisdiction 
 First Potomac Realty Trust, a Maryland real estate investment
trust 
 First Potomac Realty Investment Limited Partnership, a Delaware limited partnership 

1400 Cavalier, LLC, a Delaware limited liability company 
 1441 Crossways Blvd., LLC, a Virginia limited liability company 
 403 & 405 Glenn Drive,
LLC, a Virginia limited liability company 
 4212 Techcourt, LLC, a Virginia limited liability company 

Airpark Place, LLC, a Delaware limited liability company 
 AP Indian Creek, LLC, a Delaware limited liability company 
 Aquia Two, LLC, a Delaware limited
liability company 
 Crossways II LLC, a Delaware limited liability company 
 Enterprise Center I, LLC, a Delaware limited liability company 
 FP 1211 Connecticut Avenue, LLC, a
Delaware limited liability company 
 FP 1408 Stephanie Way, LLC, a Virginia limited liability company 

FP 2550 Ellsmere Avenue, LLC, a Virginia limited liability company 
 FP 3 Flint Hill, LLC, a Virginia limited liability company 
 FP 440 1st Street, LLC, a Delaware limited liability company 

FP 500 & 600 HP Way, LLC, a Virginia limited liability company 
 FP Ammendale Commerce Center, LLC, a Maryland limited liability company 
 FP Ashburn, LLC, a
Virginia limited liability company 
 FP Atlantic Corporate Park, LLC, a Virginia limited liability company 

FP Campostella Road, LLC, a Delaware limited liability company 
 FP Cronridge Drive, LLC, a Maryland limited liability company 
 FP Davis Drive Lot 5, LLC, a
Virginia limited liability company 
 FP Diamond Hill, LLC, a Delaware limited liability company 

FP Gateway 270, LLC, a New Jersey limited liability company 
 FP Gateway West II, LLC, a Maryland limited liability company 
 FP Girard Business Center, LLC, a
Maryland limited liability company 
 FP Girard Place, LLC, a Maryland limited liability company 

FP Goldenrod Lane, LLC, a Maryland limited liability company 
 FP Greenbrier Circle, LLC, a Virginia limited liability company 
 FP Greenbrier Towers, LLC, a
Virginia limited liability company 
 FP Gude, LLC, a Maryland limited liability company 
 FP Gude Manager, LLC, a Delaware limited liability company 
 FP Hanover AB, LLC, a Virginia limited
liability company 
 FP Navistar Investors, LLC, a Maryland limited liability company 
 FP Park Central I, LLC, a Virginia limited liability company 
 FP Park Central II, LLC, a Virginia
limited liability company 

  
 Schedule 7.13









 FP Park Central V, LLC, a Virginia limited liability company 

FP Patrick Center, LLC, a Maryland limited liability company 
 FP Pine Glen, LLC, a Virginia limited liability company 
 FP Properties, LLC, a Delaware limited
liability company 
 FP Redland Technology Center LP, a Delaware limited partnership 
 FP Rivers Bend, LLC, a Virginia limited liability company 
 FP Sterling Park I, LLC, a Virginia
limited liability company 
 FP Sterling Park 6, LLC, a Virginia limited liability company 

FP Sterling Park 7, LLC, a Virginia limited liability company 
 FP Sterling Park Land, LLC, a Virginia limited liability company 
 FP Triangle, LLC, a Maryland
limited liability company 
 FP West Park, LLC, a Maryland limited liability company 
 FPR Holdings Limited Partnership, a Delaware limited partnership 
 Gateway Hampton Roads, LLC, a
Virginia limited liability company 
 Gateway Manassas II, LLC, a Delaware limited liability company 

Glenn Dale Business Center, L.L.C., a Maryland limited liability company 
 GTC I Second LLC, a Virginia limited liability company 
 Herndon Corporate Center, LLC, a Delaware
limited liability company 
 Indian Creek Investors, LLC, Maryland limited liability company 

Interstate Plaza Holding LLC, a Delaware limited liability company 
 Linden II, LLC, a Delaware limited liability company 
 Lucas Way Hampton, LLC, a Virginia limited
liability company 
 Norfolk Commerce Park I, LLC, a Delaware limited liability company 
 Reston Business Campus, LLC, a Delaware limited liability company 
 Techcourt, LLC, a Virginia
limited liability company 
 Virginia Center, LLC, a Delaware limited liability company 
 Windsor at Battlefield, LLC, a Virginia limited liability company 

  
 Schedule 7.13









 Schedule 7.19 
 Subsidiaries 
  

			
	NAME OF ENTITY	  	TAX ID/EIN
	 1328 CAVALIER, LLC
	  	52-2057842
	 1400 CAVALIER, LLC
	  	52-2057842
	 1434 CROSSWAYS BOULEVARD I, LLC
	  	52-2057842
	 1434 CROSSWAYS BOULEVARD II, LLC
	  	52-2057842
	 1441 CROSSWAYS BLVD., LLC
	  	52-2057842
	 15395 JOHN MARSHALL HIGHWAY, LLC
	  	52-2057842
	 351 PATRICK STREET, LLC
	  	52-2057842
	 403 & 405 GLENN DRIVE MANAGER, LLC
	  	52-2057842
	 403 & 405 GLENN DRIVE, LLC
	  	52-2057842
	 4212 TECHCOURT, LLC
	  	52-2057842
	 ACP EAST LLC
	  	52-2057842
	 ACP EAST FINANCE, LLC
	  	52-2057842
	 AIRPARK PLACE HOLDINGS, LLC
	  	52-2057842
	 AIRPARK PLACE, LLC
	  	52-2057842
	 AP INDIAN CREEK, LLC
	  	52-2057842
	 AQUIA ONE, LLC
	  	52-2057842
	 AQUIA TWO, LLC
	  	52-2057842
	 BREN MAR HOLDINGS, LLC
	  	52-2057842
	 BREN MAR, LLC
	  	52-2057842
	 COLUMBIA HOLDING ASSOCIATES LLC
	  	52-2057842
	 CROSSWAYS ASSOCIATES LLC
	  	52-2057842
	 CROSSWAYS II LLC
	  	52-2057842
	 CROSSWAYS LAND, LLC
	  	52-2057842
	 ENTERPRISE CENTER I, LLC
	  	52-2057842
	 ENTERPRISE CENTER MANAGER, LLC
	  	52-2057842
	 EON GROUP, LLC
	  	26-1847361
	 EON GROUP, LTD
	  	98-0591583
		
	 FIRST POTOMAC DC 500 MANAGEMENT LLC
	  	27-3075158
	 FIRST POTOMAC DC HOLDINGS, LLC
	  	27-3075027
	 FIRST POTOMAC DC MANAGEMENT LLC
	  	27-4110098
	 FIRST POTOMAC MANAGEMENT LLC
	  	52-2057842
	 FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
	  	52-2057842
	 FIRST POTOMAC REALTY TRUST
	  	37-1470730
	 FIRST POTOMAC TRS HOLDINGS, INC.
	  	20-4033770


  
 Schedule 7.19










			
	 FIRST RUMSEY LLC
	  	52-2057842
	 FIRST SNOWDEN LLC
	  	52-2057842
	 FP 1211 CONNECTICUT AVENUE, LLC
	  	27-4080392
	 FP 1408 STEPHANIE WAY, LLC
	  	52-2057842
	 FP 2550 ELLSMERE AVENUE, LLC
	  	52-2057842
	 FP 3 FLINT HILL, LLC
	  	52-2057842
	 FP 440 1st STREET, LLC
	  	27-4273427
	 FP 51 LOUSIANA AVENUE, LLC
	  	54-1631747
	 FP 500 & 600 HP WAY, LLC
	  	52-2057842
	 FP 500 FIRST STREET REIT GP, LLC
	  	27-3075347
	 FP 500 FIRST STREET, LLC
	  	26-2553938
	 FP 535 INDEPENDENCE PARKWAY, LLC
	  	52-2057842
	 FP 601 MEADOWVILLE RD, LLC
	  	52-2057842
	 FP 6310 HILLSIDE CENTER, LLC
	  	52-2057842
		
	 FP 6310 HILLSIDE CENTER BORROWER, LLC
	  	52-2057842
		
	 FP 6310 HILLSIDE CENTER SPE MEMBER, LLC
	  	52-2057842
	 FP 6315 HILLSIDE CENTER, LLC
	  	52-2057842
		
	 FP 6315 HILLSIDE CENTER BORROWER, LLC
	  	52-2057842
		
	 FP 6315 HILLSIDE CENTER SPE MEMBER, LLC
	  	52-2057842
	 FP 7501 WHITEPINE ROAD, LLC
	  	52-2057842
	 FP 840 FIRST STREET HOLDINGS, LLC
	  	45-4117507
	 FP 840 FIRST STREET, LLC
	  	27-4330837
	 FP 950 F STREET, LLC
	  	27-4281956
	 FP AIRPARK AB, LLC
	  	52-2057842
	 FP AMMENDALE COMMERCE CENTER,LLC
	  	52-2057842
	 FP ASHBURN, LLC
	  	52-2057842
	 FP ATLANTIC CORPORATE PARK, LLC
	  	52-2057842
	 FP CAMPOSTELLA ROAD, LLC
	  	52-2057842
	 FP CANDLEWOOD, LLC
	  	52-2057842
	 FP CANDLEWOOD BORROWER, LLC
	  	52-2057842
	 FP CHESTERFIELD ABEF, LLC
	  	52-2057842
	 FP CHESTERFIELD CDGH, LLC
	  	52-2057842
	 FP CLOVERLEAF INVESTOR, LLC
	  	52-2057842
	 FP CLOVERLEAF, LLC
	  	52-2057842
	 FP CRONRIDGE DRIVE, LLC
	  	52-2057842
	 FP DAVIS DRIVE LOT 5, LLC
	  	52-2057842
	 FP DIAMOND HILL, LLC
	  	52-2057842
	 FP GALLOWS ROAD, LLC
	  	52-2057842
	 FP GATEWAY 270, LLC
	  	52-2057842

  

	
	  


  
 Schedule 7.19










			
	 FP GATEWAY CENTER, LLC
	  	52-2057842
	 FP GATEWAY WEST II, LLC
	  	52-2057842
	 FP GIRARD BUSINESS CENTER, LLC
	  	52-2057842
	 FP GIRARD PLACE, LLC
	  	52-2057842
	 FP GOLDENROD LANE, LLC
	  	52-2057842
	 FP GREENBRIER CIRCLE, LLC
	  	52-2057842
	 FP GREENBRIER TOWERS, LLC
	  	52-2057842
	 FP GUDE MANAGER, LLC
	  	52-2057842
	 FP GUDE, LLC
	  	52-2057842
	 FP HANOVER AB, LLC
	  	52-2057842
	 FP HANOVER C, LLC
	  	52-2057842
	 FP HANOVER D, LLC
	  	52-2057842
	 FP INDIAN CREEK, LLC
	  	52-2057842
	 FP METRO PLACE, LLC
	  	52-2057842
	 FP NAVISTAR INVESTORS, LLC
	  	52-2057842
	 FP NAVISTAR MANAGER, LLC
	  	52-2057842
	 FP NORTHRIDGE, LLC
	  	52-2057842
	 FP ONE FAIR OAKS, LLC
	  	52-2057842
	 FP PARK CENTRAL I, LLC
	  	52-2057842
	 FP PARK CENTRAL II, LLC
	  	52-2057842
	 FP PARK CENTRAL V, LLC
	  	52-2057842
	 FP PATRICK CENTER, LLC
	  	52-2057842
	 FP PATUXENT PARKWAY, LLC
	  	52-2057842
	 FP PINE GLEN, LLC
	  	52-2057842
	 FP PROPERTIES II, LLC
	  	91-1893498
	 FP PROPERTIES, LLC
	  	84-1417951
	 FP PROSPERITY, LLC
	  	52-2057842
	 FP REALTY INVESTMENT MANAGER, LLC
	  	52-2057842
	 FP RIVER'S BEND LAND, LLC
	  	52-2057842
	 FP RIVERS BEND, LLC
	  	52-2057842
	 FP STERLING PARK 6, LLC
	  	52-2057842
	 FP STERLING PARK 7, LLC
	  	52-2057842
	 FP STERLING PARK I, LLC
	  	52-2057842
	 FP STERLING PARK LAND, LLC
	  	52-2057842
	 FP TRIANGLE, LLC
	  	52-2057842
	 FP VAN BUREN, LLC
	  	52-2057842
	 FP WEST PARK, LLC
	  	52-2057842
	 FPR GENERAL PARTNER, LLC
	  	52-2057842
	 FPR HOLDINGS LIMITED PARTNERSHIP
	  	52-2057842
	 GATEWAY HAMPTON ROADS, LLC
	  	52-2057842
	 GATEWAY MANASSAS I, LLC
	  	52-2057842
	 GATEWAY MANASSAS II, LLC
	  	52-2057842
	 GLENN DALE BUSINESS CENTER, L.L.C.
	  	52-2057842

  

  
 Schedule 7.19










			
	 GREENBRIER HOLDING ASSOCIATES LLC
	  	52-2057842
	 GREENBRIER LAND, LLC
	  	52-2057842
	 GREENBRIER/NORFOLK HOLDING LLC
	  	52-2057842
	 GREENBRIER/NORFOLK INVESTMENT LLC
	  	52-2057842
	 GTC I SECOND LLC
	  	52-2057842
	 GTC II FIRST LLC
	  	52-2057842
	 HERNDON CORPORATE CENTER, LLC
	  	52-2057842
	 INDIAN CREEK INVESTORS, LLC
	  	52-2057842
	 INTERSTATE PLAZA HOLDING LLC
	  	52-2057842
	 INTERSTATE PLAZA OPERATING LLC
	  	52-2057842
	 KRISTINA WAY INVESTMENTS LLC
	  	52-2057842
	 LANDOVER OWINGS MILLS, LLC
	  	52-2057842
	 LINDEN I MANAGER, LLC
	  	52-2057842
	 LINDEN I, LLC
	  	52-2057842
	 LINDEN II, LLC
	  	52-2057842
	 LINDEN III, LLC
	  	52-2057842
	 LUCAS WAY HAMPTON, LLC
	  	52-2057842
	 NEWINGTON TERMINAL ASSOCIATES, LLC
	  	52-2057842
	 NEWINGTON TERMINAL LLC
	  	52-2057842
	 NORFOLK COMMERCE PARK LLC
	  	52-2057842
	 NORFOLK FIRST LLC
	  	52-2057842
	 NORFOLK LAND, LLC
	  	52-2057842
	 PLAZA 500, LLC
	  	52-2057842
	 RESTON BUSINESS CAMPUS, LLC
	  	52-2057842
		
	 RIVERS BEND BUSINESS CENTER ASSOCIATION, INC
	  	54-1682730
	 RUMSEY FIRST LLC
	  	52-2057842
	 RUMSEY/SNOWDEN HOLDING LLC
	  	52-2057842
	 RUMSEY/SNOWDEN INVESTMENT LLC
	  	52-2057842
	 SNOWDEN FIRST LLC
	  	52-2057842
	 TECHCOURT, LLC
	  	52-2057842
	 VEF 500 FIRST REIT L.P.
	  	26-2466039
	 VIRGINIA CENTER, LLC
	  	52-2057842
	 VIRGINIA FP VIRGINIA CENTER, LLC
	  	52-2057842
	 WINDSOR AT BATTLEFIELD, LLC
	  	52-2057842
		
	 1200 17TH STREET LENDER, LLC
	  	
	 1200 17TH STREET INVESTORS, LLC
	  	45-2521487
	 FP VIF II/ RIVERS PARK I, LLC
	  	80-0266532
	 FP VIF II/ RIVERS PARK II, LLC
	  	80-0266544
		
	 FP CPT 1750 HOLDINGS, LLC
	  	27-3776863
	 FP CPT 1750 H STREET, LLC
	  	27-3776863

  

	
	  


  
 Schedule 7.19










			
	 FP REDLAND, LLC
	  	52-2057842
	 FP REDLAND GP, LLC
	  	52-2057842
	 FP REDLAND TECHNOLOGY CENTER LP
	  	20-8781872
		
	 6960 AVIATION BLVD,OWNER, LLC
	  	27-4436410
	 6960 AVIATION BLVD,BORROWER, LLC
	  	27-4436410
	 FP AVIATION BLVD.,LLC
	  	27-4436410
	 FP AVIATION HOLDINGS,LLC
	  	52-2057842
	 VIF II/FP AVIATION BLVD HOLDINGS
	  	27-4436410
		
	 FP-PERSEUS 53-713, LLC
	  	45-2447294
	 FP-PERSEUS LENDER, LLC
	  	45-2447294
		
	 PROSPERITY METRO PLAZA OF VIRGINIA, LLC
	  	20-1978048


  
 Schedule 7.19









 Schedule 9.1(g) 
 Contingent Liabilities 
  

					
	 	  	March 31, 2012	 
	 Contingent consideration
	  			
	 Corporate Campus at Ashburn Center
	  	 	1,448,393	  
	 Aviation (50%)
	  	 	63,000	  
		
	 Environmental remediation obligation
	  	 	2,350,000	  
		  	  
	  
	 
	 Total
	  	 	3,861,393	  


  
 Schedule
9.1(g) 








 Annex I 
 Form of Compliance Certificate 







 COMPLIANCE CERTIFICATE 

Dated: May 10, 2012 
 Reference is hereby made to that certain Third Amended and Restated Revolving Credit Agreement dated as of June 16, 2011, among First Potomac Realty Investment Limited Partnership (“FPLP”)
and certain other borrowers (collectively, the “Borrower”), First Potomac Realty Trust (“Guarantor”), KeyBank National Association, individually and as Administrative Agent, and certain other parties (as the same may now or
hereafter be amended from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 hereto have the meanings ascribed to such terms in the Credit Agreement.

 This Compliance Certificate is submitted pursuant to the following sections of the Credit Agreement: 

 

	 	 ̈	Section 8.4(e) (accompanying financial statements) 

  

	 	 ̈	Section 8.13(a)(ii) (in connection with removal of Eligible Unencumbered Property) 


 

	 	 ̈	Section 8.13(c) (in connection with the addition of Real Estate Asset to Unencumbered Pool) 


 

	 	 ̈	Section 9.4(a) (in connection with a merger or consolidation) 

  

	 	 ̈	Section 9.4(b) (in connection with Sales or Indebtedness Liens) 

  

	 	 ̈	Section 14.1 (in connection with default cure) 

  

	 	x	Other (Section 28- in connection with an Amendment) 

 The undersigned HEREBY CERTIFIES THAT: 
 I am the chief executive officer of the
Borrower, and I am authorized by each such entity to execute and deliver this Compliance Certificate on its behalf. 
 All of
the real property comprising “Eligible Unencumbered Properties” within the meaning of Section 1.1 of the Credit Agreement is listed on Annex 1 to Schedule 1 attached hereto. The status of each property listed on Annex 1 has
been reviewed by me and/or by employees or agents under my immediate supervision. Based upon such review, I hereby certify that each property listed on Annex 1: 
  

	 	(a)	is a Permitted Property; 









	 	(b)	is free and clear of any Lien, other than Liens specifically permitted to exist pursuant to Section 9.2 of the Credit Agreement; 


 

	 	(c)	is not the subject of a Disqualifying Environmental Event or Disqualifying Structural Event; and 


 

	 	(d)	is wholly-owned in fee simple by the Borrower or, with respect to the Redland Property only, satisfies the Redland Conditions. 


Accompanying this Compliance Certificate are consolidated preliminary financial statements of the Guarantor, the Borrower and their
respective Subsidiaries for the fiscal quarter ended March 31, 2012 (the “Financial Statements”). Such Financial Statements were prepared in good faith, and, to the best knowledge of the principal financial officers and principal
accounting officers of the Borrower, the information contained in the Financial Statements is complete and correct in all material respects and fairly presents, in all material respects, in accordance with GAAP consistently applied throughout the
period to which it applies, the financial position of the Guarantor, the Borrowers and their respective Subsidiaries as of the date thereof and the results of operations of the Guarantor, the Borrowers and their respective Subsidiaries for the
period covered thereby. The foregoing is also delivered herewith for FPLP on a consolidated basis. 
 Schedule 1 hereto
sets forth data and computations calculated on the basis of the Financial Statements evidencing compliance with Availability (separate certificate attached) and with the covenants contained in Section 10 of the Credit Agreement and certain
other calculations (the “Financial Covenants; Covenants Regarding Eligible Unencumbered Property”) as of the relevant date of determination (the “Determination Date”), all of which data and computations have been prepared in good
faith, and, to the best knowledge of the principal financial officers and principal accounting officers of the Borrower, are true, complete and correct. 
 The activities of the Guarantor, the Borrower and their respective Subsidiaries during the period covered by the data and computations set forth in Schedule 1 have been reviewed by me and/or by
employees or agents under my immediate supervision. Based upon such review, during such period, and as of the date of this Certificate, no Default or Event of Default has occurred and is continuing, except as specifically disclosed herein or as has
been previously disclosed in writing to the Administrative Agent. 
 [remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the undersigned has affixed his signature below as of the day and year
first above written. 
  

									
		 		 	 FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP,

a Delaware limited partnership, for itself and as agent for each other Borrower

				
		 		 	By:	 	First Potomac Realty Trust, its sole general partner
		 		 		 		 	
		 		 		 	By:	 	 
		 		 		 		 	Douglas Donatelli
		 		 		 		 	Chief Executive Officer

 Signature Page to Compliance Certificate - Revolving Credit Facility 







 PRO FORMA UNSECURED LINE OF CREDIT COVENANTS 

SCHEDULE 1 
 [See attached] 







 Schedules and Annexes to Third Amended and Restated Revolving Credit Agreement

  

			
	 Schedule 1
	 	Borrowers
		
	Schedule 2	 	 Lender’s Commitments

		
	Schedule 5.6	 	 Existing Letters of Credit

		
	Schedule 7.1(b)	 	 Capitalization

		
	Schedule 7.3(c)	 	 Partially-Owned Entities

		
	Schedule 7.3(d)	 	 Eligible Unencumbered Properties in the Unencumbered Pool

		
	Schedule 7.7	 	 Litigation

		
	Schedule 7.13	 	 Legal Name; Jurisdiction

		
	Schedule 7.15	 	 Affiliate Transactions

		
	Schedule 7.16	 	 Employee Benefit Plans

		
	Schedule 7.19	 	 Subsidiaries

		
	Schedule 8.19	 	 Employee Benefit Plans

		
	Schedule 9.1(g)	 	 Contingent Liabilities

		
	Annex I	 	 Subsidiary Guarantors