exv10w29



 





Exhibit 10.29




SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT




     This Second Amendment to Revolving Credit Agreement (this “Second
Amendment”) amends that certain Revolving Credit Agreement (as amended, the
“Credit Agreement”) dated as of December 31, 2003, and is made and entered into
as of the 14th day of April, 2004 by and among FIRST POTOMAC REALTY INVESTMENT
LIMITED PARTNERSHIP (“FPLP”), certain other borrowers, FLEET NATIONAL BANK
(“Fleet”), a national banking association, having its principal place of
business at 100 Federal Street, Boston, Massachusetts 02109 and KEYBANK
NATIONAL ASSOCIATION (collectively with Fleet, the “Banks”) and FLEET NATIONAL
BANK, as managing administrative agent for itself and each other Bank.



     WHEREAS, the Banks and the Borrower have determined to make certain
amendments to the Credit Agreement, as set forth herein.



     NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration by each of the parties hereto, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:




	1.	 	Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement.
	 
	2.	 	The definition of “Consolidated Tangible Net Worth” contained
in Section 1 of the Credit Agreement is amended by inserting the
following new proviso at the end thereof:






”, provided that any amounts attributable to Real Estate
Assets that are required to be reported as “intangibles”
under GAAP pursuant to Financial Accounting Standards Board
Statement of Policy No. 141 and 142 shall be permitted to
be added back to “tangible property” for purposes of
calculating such Consolidated tangible net worth.”




	3.	 	Section 9.1(j) of the Credit Agreement is amended to read in
its entirety as follows:






"(j) (x) Recourse Indebtedness of the Borrower incurred
after the Closing Date (other than relating to the
Collateral Properties) in connection with the acquisition
of a real estate asset and having a term of not more than 6
months, and (y) Recourse Indebtedness of the Borrower
incurred after the Closing Date (other than relating to the
Collateral Properties) in connection with the construction
of or renovation of improvements on any Real Estate Asset,
provided



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that at the time any such Indebtedness under clause (x) or
(y) is incurred and after giving effect thereto, there
exists no Default or Event of Default hereunder;”




	4.	 	Section 10.1 of the Credit Agreement is amended by inserting,
after the first sentence contained therein, the following new
sentence:






“Notwithstanding the foregoing, through the fiscal quarter
ending September 30, 2004, the reference to “65%” in the
preceding sentence shall be deemed to be a reference to
“75%”, provided that in the event that such Consolidated
Total Leverage Ratio exceeds 65% at any time prior to
September 30, 2004, the Applicable Libor Margin and the
Applicable Base Rate Margin shall be deemed to be 3.50% and
1.50%, respectively, during such time (notwithstanding the
provisions of Section 2.3(c)).”




	5.	 	The Borrower hereby represents and warrants as follows:






(a) Representations in Credit Agreement. Both before and after
giving effect to this Second Amendment, each of the
representations and warranties made by or on behalf of the
Borrower, the Trust or any of their respective Subsidiaries
contained in the Credit Agreement or any of the other Loan
Documents, was true when made and is true on and as of the date
hereof with the same full force and effect as if each of such
representations and warranties had been made on the date hereof
and in this Second Amendment, except to the extent that such
representations and warranties relate expressly to an earlier
date.




(b) No Events of Default. No Default or Event of Default exists
on the date hereof (both before and after giving effect to this
Second Amendment).




(c) Binding Effect of Documents. This Second Amendment has been
duly executed and delivered by the Borrower and is in full force
and effect as of the date hereof, and the agreements and
obligations of the Borrower contained herein constitute legal,
valid and binding obligations of the Borrower enforceable against
the Borrower in accordance with their respective terms.




	6.	 	Provisions of General Application.






(a) No Other Changes. Except as otherwise expressly provided by
this Second Amendment, all of the terms, conditions and provisions
of the Credit Agreement and each of the other Loan Documents
remain



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unaltered. The Credit Agreement and this Second Amendment shall
be read and construed as one agreement.




(b) Governing Law. This Second Amendment is intended to take
effect as a sealed instrument and shall be deemed to be a contract
under the laws of the State of New York. This Second Amendment
and the rights and obligations of each of the parties hereto shall
be governed by and interpreted and determined in accordance with
the laws of the State of New York (without regard to conflicts of
laws provisions).




(c) Binding Effect; Assignment. This Second Amendment shall be
binding upon and inure to the benefit of each of the parties
hereto and their respective successors in title and assigns.




(d) Counterparts. This Second Amendment may be executed in any
number of counterparts, but all such counterparts shall together
constitute but one and the same agreement. In making proof of
this Second Amendment, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of
the parties hereto.




(e) Conflict with Other Agreements. If any of the terms of this
Second Amendment shall conflict in any respect with any of the
terms of any of the Credit Agreement or any other Loan Document,
the terms of this Second Amendment shall be controlling.




(f) Condition Precedent. The effectiveness of this Second
Amendment is subject to the condition precedent that the Agent
shall have received, in form and substance satisfactory to it, an
executed original of this Second Amendment from each Borrower, the
Trust and each of the Lenders.



     WITNESS the execution hereof, under seal, as of the day and year first
written above.



	 	 	 	 	 
	 	 	FLEET NATIONAL BANK,
	 	 	individually and as Managing Administrative
	 	 	Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Daniel Sibert
	

	 	 	 	

	

	 	Name:	 	 
	

	 	Title:	 	 







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	 	 	KEYBANK NATIONAL ASSOCIATION,
	 	 	Individually
	 
	 	 	 	 
	

	 	By:	 	/s/ John Scott
	

	 	 	 	

	

	 	Name: John Scott
	

	 	Title: Vice President







	 	 	 	 	 	 	 	 	 
	 	 	FIRST POTOMAC REALTY INVESTMENT	 	 
	 	 	LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	First Potomac Realty Trust., its sole general	 	 
	 	 	 	 	partner	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:  /s/ Barry H. Bass
	 	 	 	(SEAL)
	

	 	 	 	 	 	

	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[insert Bren Mar, if applicable]	 	 







	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 	 	 
	FIRST POTOMAC REALTY TRUST, Guarantor	 	 
	 
	 	 	 	 	 	 
	By:  /s/ Barry H. Bass

	 	 	 	(SEAL)
	 	 
	 	 	

	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 








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