exv10w28








Exhibit 10.28


FIRST AMENDMENT TO 




SECURED TERM LOAN AGREEMENT





     This FIRST AMENDMENT TO SECURED TERM LOAN AGREEMENT (this “First Amendment”) is made
and entered into as of the 25th day of September, 2008, by and among FIRST
POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the
“Borrower”) and KEYBANK NATIONAL ASSOCIATION., as Lender and Administrative Agent
(“KeyBank”).



     WHEREAS, the Borrower and KeyBank are party to that certain Secured Term Loan Agreement dated
as of August 11, 2008 (as the same may be amended and in effect from time to time, the “Credit
Agreement”), pursuant to which the Lender has extended credit to the Borrower on the terms set
forth therein; and



     WHEREAS, KeyBank and the Borrower wish to make an amendment to the Credit Agreement so as to
update the procedure for removing Eligible Borrowing Base Properties;



     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:




1. Definitions. Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement.



     2. Amendment and Restatement of Section 8.13(a)(ii) of the Credit Agreement.
Section 8.13(a)(iil of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:




	 	 	 	“At any time and from time to time but only for so long as no Default or Event of
Default shall then exist, the Borrower may notify Agent, in writing (each, a
“Release Notice”),
that the Borrower would like one (1) or more Eligible Borrowing Base Properties to
be removed from the Borrowing Base Pool. Such Release Notice shall be accompanied by
a Certificate of Compliance in the form of Exhibit C, evidencing compliance
with § 10 and certifying as to no Default or Event of Default after giving effect to
the requested release. Upon the Agent’s receipt of, and satisfaction with, such
Release Notice and Compliance Certificate, and the written consent of the Majority
Lenders to the release specified in such Release Notice, such Eligible Borrowing
Base Properties (each, a “Released Property”) shall be removed from the Borrowing
Base Pool and any Subsidiary Guarantor which is the owner of a Released Property
(and is not the owner of any other Eligible Borrowing Base Property) shall be
released from its obligations under the Subsidiary Guaranty.”





     3. Condition to Effectiveness. This First Amendment shall become effective upon
receipt by KeyBank of this First Amendment duly and properly authorized, executed and delivered by
the Borrower and KeyBank.



 









 





     4. Representations and Warranties. The Borrower represents and warrants to
KeyBank as follows:



          (a) The execution, delivery and performance of this First Amendment hereby
(i) are within the corporate, partnership or other authority of the Borrower, (ii) have been duly
authorized by all necessary corporate or partnership proceedings, (iii) do not conflict with or
result in any material breach or contravention of any provision of law, statute, rule or regulation
to which the Borrower is subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower so as to materially adversely affect the assets, business or any
activity of the Borrower, and (iv) do not conflict with any provision of the charter, articles,
bylaws, operating agreement, partnership agreement or any similar agreement of the Borrower or any
agreement or other instrument binding upon the Borrower.




          (b) The execution, delivery and performance of this First Amendment
will result in valid and legally binding obligations of the Borrower enforceable against it in
accordance with the respective terms and provisions hereof and thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights and except to the extent that availability
of the remedy of specific performance or injunctive relief or other equitable remedy is subject to
the discretion of the court before which any proceeding therefor may be brought.




          (c) The execution, delivery and performance by the Borrower of this
First Amendment and the transactions contemplated hereby do not require any approval or consent of,
or filing with, any governmental agency or authority.




     5. Ratification, etc. Except as expressly amended hereby, the Credit Agreement,
the other Loan Documents and all documents, instruments and agreements related thereto are hereby
ratified and confirmed in all respects and shall continue in full force and effect. This First
Amendment and the Credit Agreement shall hereafter be read and construed together as a single
document, and all references in the Credit Agreement, any other Loan Document or any agreement or
instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended
by all amendments, including this
First Amendment.



     6. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.



     7. Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which counterparts taken together shall be
deemed to constitute one and the same instrument.



[Remainder of page left intentionally blank]




 









 








     IN WITNESS WHEREOF, each of the undersigned has duly executed this First Amendment to
Secured Term Loan Agreement as of the date first set forth above,



	 	 	 	 	 
	 	BORROWER:




FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

 	 
	 	By:  	First Potomac Realty Trust, its sole general partner
 	 
	 
	 	 	 
	 	By:  	/s/ Barry H. Bass	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Chief Financial Officer and
Executive Vice President 	 
	 
	 	LENDER AND ADMINISTRATIVE AGENT:



KEYBANK NATIONAL ASSOCIATION

 	 



	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	By:	 	/s/ Jason K. Weaver	 	 
	 


	 	 	 	 	 	Name: Jason K. Weaver 

	 	 
	 


	 	 
	 	 	 	Title: Senior Vice President