EX-10.2



 Exhibit 10.2 
 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. 2 to Term Loan Agreement  
 Ladies and Gentlemen: 
 We refer to the Term Loan Agreement dated as of
July 18, 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) modify the Applicable Libor Margin and the Applicable Base Rate Margin so that
the same shall be determined with reference to the ratio of Consolidated Total Indebtedness to Consolidated Gross Asset Value set forth in §10.1, as amended by this Amendment; (g) clarify the financial attributes of Partially-Owned
Entities in the calculation of financial covenants and (h) 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. 2 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 “Applicable Base Rate Margin”:

 “Amendment No. 1. The Amendment No. 1 to this Agreement dated as of January 27, 2012 by and among
the Borrower, the Agent and the Lenders. 
 “Amendment No. 2. The Amendment No. 2 to this Agreement dated
as of May 10, 2012 by and among the Borrower, the Agent and the Lenders. 
 Amendment No. 2 Effective Date.
May 10, 2012.” 
 (c) Intentionally Omitted. 
 (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 or in the Unsecured Revolver Agreement to the contrary, the term Cash and Cash Equivalents shall not include the commitments of any lenders to make loans or to make
any other extension of credit under the Unsecured Revolver Agreement.” 
 (f) The following new definition is inserted
after the definition of “Code” and before the definition of “Commitment”: 
 “Collateral Agent.
The Unsecured Revolver Agent, acting in its capacity as collateral agent for the Lenders and the lenders party to the Unsecured Revolver Agreement under, and in respect of, the Security Deeds.” 

(g) 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. 
 (h) 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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 (i) 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.” 
 (j) 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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 (k) 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”. 

(l) 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.” 
 (m) 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 issued pursuant to (and as defined in) the Unsecured Revolver Agreement), 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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 (n) 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.” 
 (o) 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”. 
 (p) 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 issued pursuant to (and as defined in)
the Unsecured Revolver Agreement) 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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 (q) 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”. 
 (r) 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 Amendment No. 1 and this Amendment.

 (s) 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.” 
 (t) 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)”. 
 (u) 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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 (v) The following new definition is inserted after “Proposed Modification” 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.” 
 (w) The following new definition is inserted after “Protected Interest Rate Agreement” and before “RCRA”: 
 “Rate Period. The period beginning on the first day of any fiscal month following delivery to the Agent of the annual or quarterly financial statements required to be delivered pursuant to
§8.4(a) or §8.4(b) and ending on the last day of the fiscal month in which the next such annual or quarterly financial statements are delivered to the Agent.” 
 (x) 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”. 
 (y) The
definition of “Real Estate Asset 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”. 

(z) 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 Collateral Agent for the benefit of the Lenders and the lenders party to the Unsecured Revolver Agreement (or to trustees named therein acting on behalf of the Collateral Agent for
the benefit of the Lenders and such parties), pursuant to which such Borrower conveys to the Collateral Agent a security interest in and to such Real Estate Asset as security for the Obligations and the obligations under the Unsecured Revolver
Agreement, as the same may be modified, amended or restated from time to time.” 

  
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 (aa) 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.” 
 (bb) 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.” 

(cc) Intentionally Omitted. 
 (dd) The definition of “2008 Term Loan” is deleted in its entirety. 

(ee) Intentionally Omitted. 
 (ff) 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)”. 

(gg) 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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 (hh) The following new definition is inserted after the definition of “Unsecured
Interest Expense” and before the definition of “Value-Add Real Estate Assets”: 
 “Unsecured Revolver
Agent. The administrative agent under the Unsecured Revolver Agreement.” 
 (ii) 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. Interest on the Term Loans. §2.3 is amended as follows: 

(a) Clause (b) of §2.3 is deleted in its entirety and the following is substituted in lieu thereof: 

“(b) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable
Libor Margin” for each Tranche shall be equal to the percentage determined for each Rate Period by reference to the Table below: 
  

																									
	 	  	Consolidated Total Leverage Ratio	 
	 	  	less than or equal to 55%	 	 	less than or equal to 60% but
greater than 55%	 	 	greater than 60%	 
	 Tranche
	  	Applicable
Libor Margin	 	 	Applicable
Base Rate
Margin	 	 	Applicable
Libor Margin	 	 	Applicable
Base Rate
Margin	 	 	Applicable
Libor Margin	 	 	Applicable
Base Rate
Margin	 
	 Tranche A Facility
	  	 	2.15	% 	 	 	1.15	% 	 	 	2.40	% 	 	 	1.40	% 	 	 	2.65	% 	 	 	1.65	% 
	 Tranche B Facility
	  	 	2.25	% 	 	 	1.25	% 	 	 	2.50	% 	 	 	1.50	% 	 	 	2.75	% 	 	 	1.75	% 
	 Tranche C Facility
	  	 	2.30	% 	 	 	1.30	% 	 	 	2.55	% 	 	 	1.55	% 	 	 	2.80	% 	 	 	1.80	% 

 For purposes of determining the Applicable Base Rate Margin and the Applicable Libor
Margin, the Consolidated Total Leverage Ratio (i.e., the ratio of Consolidated Total Indebtedness to Consolidated Gross Asset Value set forth in §10.1) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending
March 31, 2012, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate
change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to
the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it
pursuant to §8.4(a) or §8.4(b), then, in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall, at the Agent’s discretion, be
increased to the next highest level until such financial statements are delivered. Notwithstanding anything to the contrary contained in this Agreement, the Applicable Margin from the Amendment No. 2 Effective Date through the end of the next
occurring Rate Period shall be based upon the financial statements and associated compliance certifications for the fiscal quarter ended March 31, 2012 delivered to the Agent and the Lenders on or about the Amendment No. 2 Effective Date
in connection with the Amendment No. 2.”; and 

  
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 (b) The following new clause (e) is inserted immediately after clause (d) thereof:

 “(e) The parties understand that the applicable interest rate for the Obligations may be determined and/or adjusted from
time to time based upon certain financial ratios and/or other information to be provided or certified to the Agent and the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower
Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Agent, (i) if the applicable interest rate calculated for any
period was lower than it should have been had the correct information been timely provided, then, such interest rate for such period shall be automatically recalculated using correct Borrower Information, and (ii) if the applicable interest
rate calculated for any period was higher than it should have been had the correct information been timely provided, there shall be no recalculation of interest for such period, and no amounts shall be owing by the Lenders to the Borrower on account
thereof. The Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Agent, for the account of each Lender, within
five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Agent’s or
any Lender’s other rights under this Agreement.” 
 4. 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. 2 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.” 
 5. 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.

 6. Financial Statements; Certificates and Information. §8.4(i) 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.” 

  
 12 









 7. 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. 2 Effective Date in
connection with Amendment No. 2 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).” 
 8. 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 Unsecured Revolver Agreement, no later than the date that is thirty-five (35) days after the Amendment No. 2 Effective Date, each Borrower owning an Eligible Unencumbered Property included in the
Unencumbered Pool shall execute and deliver a Security Deed to the Collateral Agent (the Agent hereby being authorized by the Lenders to enter into such collateral agent arrangements with the Collateral Agent 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 Unsecured Revolver 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


  
 13 









 
Unsecured Revolver Agreement), in each case in their sole discretion, or (b) release the same, as directed by both the Majority Lenders and the “Majority Lenders” (as such term is
defined in the Unsecured Revolver 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, third and fourth 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 Unsecured Revolver Agent takes any such steps or enters into any such conforming amendments to the
documents evidencing the Unsecured Revolver and/or additional collateral documents to effect the foregoing with respect to the Unsecured Revolver, 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 Unsecured
Revolver Agent in connection with the Unsecured Revolver. 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 Unsecured Revolver Agreement shall be treated for all purposes as unsecured Indebtedness and the Security Deeds shall be Liens that are permitted under §9.2.” 

§8.23 Repayment of Senior Notes. FPLP shall (i) within 2 Business Days after the Amendment No. 2 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. 2 Effective Date.” 

  
 14 









 9. 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 is also permitted Indebtedness under this §9.1.”. 

10. 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;”; 

  
 15 









 (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.” 
 11. 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.” 

  
 16 









 12. 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%).” 
 13. 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. 

14. 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.” 

15. 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. 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. 

  
 17 









 (c) The index of schedules 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. 
 17. 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. 2
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. 2 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. 2 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. 2 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. 2 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 17(a), 17(b) and 17(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. 
 (e) The waivers set forth in Sections 17(a),
17(b) and 17(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. 

  
 18 









 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. 2 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 7 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. 

  
 19 









 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. 2 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. 2 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. 2 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. 2 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. 

  
 20 









 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.] 

  
 21 









 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. 2 to Term Loan 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. 2 to Term Loan 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. 2 to Term Loan 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. 2 to Term Loan 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 July 18, 2011 (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. 2 to Term Loan 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. 2 to Term Loan Agreement] 








							
	 ACCEPTED AND AGREED AS
 OF THE
10th DAY OF MAY, 2012:
	 		 	
		 		 	 KEYBANK NATIONAL ASSOCIATION,
 as a Lender and as Agent

				
		 		 	By:	 	 /s/ John C. Scott

		 		 		 	Name: John C. Scott
		 		 		 	Title:   Vice President

 (Signatures continue on next page) 

[Signature Page to Amendment No. 2 to Term Loan 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. 2 to Term Loan 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. 2 to Term Loan 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. 2 to Term Loan 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. 2 to Term Loan Agreement] 







 
			
	 RAYMOND JAMES BANK, FSB,
 as a Lender

		
	By:	 	 /s/ James M. Armstrong

		 	Name: James M. Armstrong
		 	Title:   Senior Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 2 to Term Loan Agreement] 







 
			
	 CITIZENS BANK OF PENNSYLVANIA,
 as a Lender

		
	By:	 	 /s/ Douglas B. Cochrane

		 	Name: Douglas B. Cochrane
		 	Title:   Senior Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 2 to Term Loan Agreement] 







 
			
	 ROYAL BANK OF CANADA,
 as a Lender

		
	By:	 	 /s/ Joshua Freedman

		 	Name: Joshua Freedman
		 	Title:   Authorized Signatory


 (Signatures continue on next page) 

[Signature Page to Amendment No. 2 to Term Loan Agreement] 







 
			
	 BRANCH BANKING AND TRUST COMPANY,
 as a Lender

		
	By:	 	 /s/ James E. Davis

		 	Name: James E. Davis
		 	Title:   Senior Vice President


 (Signatures continue on next page) 

[Signature Page to Amendment No. 2 to Term Loan 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. 2 to Term Loan 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	  	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
		  	Perseus Redland Investments LLC - 10% limited partnership interest	  	  
				
	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
7.1(b) 








 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


  
 Schedule
7.3(d) 









											
						
	 Interstate Plaza Holding LLC
	 	Interstate Plaza	 	5775 General Washington Drive	 	Alexandria	 	Alexandria	 	VA
						
	 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 Term Loan Agreement dated as of July 18, 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 “Loan 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 Loan Agreement. 

This Compliance Certificate is submitted pursuant to the following sections of the Loan 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 Loan 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 Loan 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 Loan 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 – Term Loan 







 SCHEDULE 1 

[See attached] 







 Schedules and Annexes to Term Loan Agreement 

 

			
		
	 Schedule 1
	  	Borrowers
		
	 Schedule 2
	  	Lender’s Commitments
		
	 Schedule 2.12
	  	Reverse Dutch Auction Repurchases
		
	 Schedule 3.2.2(b)
	  	Fixed Rate Prepayment Premium
		
	 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