exv10w1






Exhibit 10.1




FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

7600 Wisconsin Avenue, 11th Floor

Bethesda, Maryland 20814




                                        Dated
as of: May 14, 2010




KeyBank National Association,

as Administrative Agent

127 Public Square

Cleveland, OH 44114

Attention: John C. Scott




	 	 	 	 	 

	 

	 	Re:
	 	Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement





Ladies and Gentlemen:




     We refer to the Second Amended and Restated Revolving Credit Agreement dated as of December
29, 2009 (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 (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION
and the other lending institutions which are parties thereto (individually, a “Lender” and
collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for
itself and each other Lender (the “Agent”). 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 the Lenders to make certain amendments to the Credit Agreement, and you have
advised us that the Lenders are prepared and would be pleased to make the amendments so requested
by us on the condition 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 14, 2010 (the “Amendment Date”), and subject to the fulfillment of
the conditions contained in Article II of this Amendment, the Credit Agreement is amended in each
of the following respects:



     (a) The term “Loan Documents” shall, wherever used in the Credit Agreement or any of the other
Loan Documents, be deemed to also mean and include this Amendment.



     (b) The definition of “Libor Rate” contained in Section 1.1 of the Credit Agreement is amended
by deleting the last sentence thereof and shall read in its entirety as follows:



     “Libor Rate. For any Libor Rate Loan for any Interest Period, the average rates as
shown in Reuters Screen LIBOR01 Page (or any successor service) at which deposits in U.S. dollars
are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London
time) on the day that is two (2) Libor Business Days prior to the first day of such Interest Period
with a maturity approximately equal to such Interest Period and in an amount approximately equal to
the amount to which such Interest Period relates, adjusted for reserves and taxes if required by
future regulations. If Reuters no longer reports such rate or Agent determines in good faith that
the rate so reported no longer accurately reflects the rate available to Agent in the London
Interbank Market, then any and all outstanding Loans shall be Base Rate Loans and bear interest at
the Base Rate plus the Applicable Base Rate Margin. For any period during which a Reserve
Percentage shall apply, the Libor Rate with respect to Libor Rate Loans shall be equal to the
amount determined above divided by an amount equal to 1 minus the Reserve Percentage.”



     (c) The definition of “Unhedged Loans” is hereby deleted in its entirety.



     (d) Section 10.1 is hereby amended to read in its entirety as follows:




     “At all times, (i) from the Closing Date through the fiscal quarter ending September
30, 2010, Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of
Consolidated Gross Asset Value, (ii) from the fiscal quarter ending December 31, 2010
through the fiscal quarter ending September 30, 2011, Consolidated Total Indebtedness shall
not exceed sixty-two and one half of one percent (62.5%) of Consolidated Gross Asset Value,
and (iii) during each fiscal quarter ending on or after December 31, 2011, Consolidated
Total Indebtedness



2









 






shall not exceed sixty percent (60%) of Consolidated Gross Asset Value. This covenant
shall be tested quarterly as of the last day of the applicable quarter.”



     (e) Section 10.2 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.



     (f) Section 10.3 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.



     (g) Section 10.4 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter or any other date of measurement” and substituting the
following in lieu thereof: “At all times, as tested at the end of each fiscal quarter and any other
date of measurement,”.



     (h) Section 10.5 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter or any other date of measurement” and substituting the
following in lieu thereof: “At all times, as tested at the end of each fiscal quarter and any other
date of measurement,”.



     (i) Section 10.6 is hereby amended by deleting the following phrase at the beginning thereof,
“As of the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.



ARTICLE II




CONDITIONS PRECEDENT TO AMENDMENT



     The Lenders’ agreement herein to amend the Credit Agreement as of the Amendment Date is
subject to the fulfillment to the satisfaction of the Lenders of the following conditions precedent
on or prior to such date:



     (a) Each of the Borrowers shall have executed and delivered (or caused to be delivered) to the
Agent a counterpart of this Amendment, which shall be in form and substance satisfactory to the
Lenders;



     (b) The Guarantor shall have acknowledged and consented to the provisions of this Amendment;



     (c) The Agent and each of the Lenders shall have executed this Amendment;



     (d) In consideration of the amendments contained herein, the Borrower shall have paid to the
Agent a fee in the aggregate amount of Two Hundred Forty-Two Thousand Nine Hundred Ninety-Seven
Dollars ($242,997), which such fee shall be for



3









 




the ratable benefit of each of the Lenders (based upon their respective Commitment
Percentage), along with, to the Agent, all other fees associated with this Amendment, including the
reasonable fees, charges and disbursements of its counsel in connection with the preparation
hereof, or satisfactory arrangements therefore shall have been made.




ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Each of the Borrowers and the Guarantor hereby represents and warrants to you as follows:



     (a) Representations and Warranties. Each of the representations and warranties made
by the Borrowers and the Guarantor, as applicable, to the Agent and the Lenders in 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 Date with the same full force and effect as
if each of such representations and warranties had been made by the Borrowers and the Guarantor on
the Amendment Date and in this Amendment, except to the extent that such representations and
warranties relate solely to a prior date.



     (b) No Defaults or Events of Default. No Default or Event of Default exists on the
Amendment 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.



     (c) Binding Effect of Documents. This Amendment and each of the Joinder Agreements,
as applicable, has been duly authorized, executed and delivered to you by each of the Borrowers and
the Guarantor and is in full force and effect as of the date hereof, and the agreements and
obligations of each of the Borrowers and the Guarantor contained herein and therein constitute the
legal, valid and binding obligations of such Borrower and Guarantor enforceable against such
Borrower and Guarantor in accordance with their respective terms.



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 the provisions of the Credit
Agreement and each of the other Loan Documents shall otherwise remain unmodified, and the Credit
Agreement and each of the



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other Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full
force and effect, and each of the Borrowers and the Guarantor hereby ratifies and confirms all of
its agreements and obligations contained therein, as applicable.




[Remainder of Page Intentionally Left Blank]









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     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/
Barry H. Bass	 
	 	 	Name:  	Barry H. Bass 	 
	 	 	Title:  	Executive Vice President and
 Chief Financial
Officer 	 
	 



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	 	1400 CAVALIER, LLC

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

Chief Financial Officer 	 
	 
	 	1441 CROSSWAYS BLVD., LLC

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

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



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	 	 	AIRPARK PLACE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Airpark Place Holdings LLC	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice
President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FP AMMENDALE COMMERCE CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice
President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AQUIA TWO, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice
President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 






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	 	 	CROSSWAYS II LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FPR HOLDINGS LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FPR General Partner, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP DAVIS DRIVE LOT 5, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP PROPERTIES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP PROPERTIES II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP DIAMOND HILL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP CAMPOSTELLA ROAD, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GATEWAY HAMPTON ROADS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP GATEWAY 270, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	GATEWAY MANASSAS II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP 2550 ELLSMERE AVENUE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP GATEWAY WEST II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP GOLDENROD LANE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP GREENBRIER CIRCLE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GTC I SECOND LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry H. Bass	 	 
	 

	 	 	 	 

Name: Barry H. Bass
	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP HANOVER AB, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FPR Holdings Limited Partnership	 	 
	 	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FPR General Partner, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HERNDON CORPORATE CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LINDEN II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	LUCAS WAY HAMPTON, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP PARK CENTRAL V, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP PATRICK CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP PINE GLEN, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RESTON BUSINESS CAMPUS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP RIVERS BEND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP 500 & 600 HP WAY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP 1408 STEPHANIE WAY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP STERLING PARK I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP STERLING PARK II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VIRGINIA CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP WEST PARK, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	FP CRONRIDGE DRIVE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP GIRARD BUSINESS CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP GIRARD PLACE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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	 	 	TECHCOURT, LLC	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP PARK CENTRAL I, LLC	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FP TRIANGLE, LLC	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited Partnership	 	 
	 

	 	 	 	Its Sole Member	 	 
	 

	 	By:
	 	First Potomac Realty Trust	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Barry H. Bass	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Barry H. Bass	 	 
	 

	 	 	 	Title: Executive Vice President and Chief Financial Officer	 	 






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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]





 









 








[Consent to Amendment No. 1 to Amended and Restated Revolving Credit Agreement]




CONSENT OF GUARANTOR



     FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as
defined in the Guaranty by the Guarantor in favor of the Lenders and the Agent, dated as of
December 29, 2009 (the “Guaranty”). By executing this consent, the Guarantor hereby
absolutely and unconditionally reaffirms to the Agent and the Lenders that the Guarantor’s Guaranty
remains 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 and the other Loan Documents as
amended hereby (including, without limitation, the making of the representations and warranties and
the performance of the covenants applicable to it herein or therein).



	 	 	 	 	 
	 	GUARANTOR:





FIRST POTOMAC REALTY TRUST

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



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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]







 









 








ACCEPTED AND AGREED AS OF

THE ___DAY OF MAY, 2010:




	 	 	 	 	 	 	 

	 	 	KEYBANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender, as Swingline Lender, and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Scott	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Scott	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	WELLS FARGO NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard J. Vanderhyde	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Richard J. Vanderhyde	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	WACHOVIA BANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard J. Vanderhyde	 	 
	 

	 	 	 	Name:  Richard J. Vanderhyde	 	 
	 

	 	 	 	Title:   Vice President	 	 






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	 	 	BANK OF MONTREAL,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Aaron Lanski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Aaron Lanski	 	 
	 

	 	 	 	Title:   Director	 	 






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	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Benjamin P. Adams	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Benjamin P. Adams	 	 
	 

	 	 	 	Title:   Vice President	 	 






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	 	 	CHEVY CHASE BANK, a division of CAPITAL ONE,	 	 
	 	 	N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frederick H. Denecke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Frederick H. Denecke	 	 
	 

	 	 	 	Title:   Vice President	 	 






[Signature Page to

Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]