EX-10.1






FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

7600 Wisconsin Avenue, 11th Floor

Bethesda, Maryland 20814





Dated as of: November 30, 2007



KeyBank National Association,


as Administrative Agent


127 Public Square


Cleveland, OH 44114


Attention: John C. Scott




	 	 	 	Re: Amendment No. 2 to Secured Term Loan Agreement





Ladies and Gentlemen:



We refer to the Secured Term Loan Agreement dated as of August 7, 2007 (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 (the “Borrower”), 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 November 30, 2007, 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) Clause (vi) of the definition of “Eligible Borrowing Base Property” in Section 1.1 of the
Credit Agreement is amended by deleting the words “and are not subject to any negative pledge in
favor of any Person other than the Agent and the Lenders” therefrom.



(c) Schedule 1 to the Credit Agreement (Subsidiary Guarantors) is amended to read in
its entirety as set forth on Annex 1 attached hereto.



(d) Schedule 1A to the Credit Agreement (Borrowing Base Pool) is amended to read in
its entirety as set forth on Annex 2 attached hereto.



(e) Schedule 7.1(b) to the Credit Agreement (Capitalization) is amended to read in its
entirety as set forth on Annex 3 attached hereto.



(f) Schedule 7.13 to the Credit Agreement (Legal Name; Jurisdiction) is amended to
read in its entirety as set forth on Annex 4 attached hereto.



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) The Borrower shall have executed and 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;
and



(c) The Agent and the Majority Lenders shall have executed this Amendment.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




The Borrower and the Guarantor hereby represent and warrant to you as follows:



(a) Representations and Warranties. Each of the representations and warranties made
by the Borrower 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 date hereof with the same full force and effect as if
each of such representations and warranties had been made by the Borrower and the Guarantor on the
date hereof 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
date hereof, after giving effect to this Amendment, 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 has been duly authorized, executed
and delivered to you by the Borrower and the Guarantor and is in full force and effect as of the
date hereof, and the agreements and obligations of the Borrower and the Guarantor contained herein
and therein constitute the legal, valid and binding obligations of the Borrower and Guarantor
enforceable against the 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 other Loan Documents, as amended and supplemented by this Amendment, are
confirmed as being in full force and effect, and the Borrower and the Guarantor hereby ratify and
confirm all of its agreements and obligations contained therein, as applicable.



1



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 sole general partner




By:   /s/ Barry H. Bass_  

Barry H. Bass, Chief Financial

Officer and Executive Vice

President




(Signatures continued on next page)





2






[Consent to Amendment No. 2 to Secured 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 August
7, 2007 (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 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




3



ACCEPTED AND AGREED AS OF


THE 30th DAY OF NOVEMBER, 2007:




KEYBANK NATIONAL ASSOCIATION,






Individually and as Administrative Agent




By:  /s/ Jason R. Weaver      

Name: Jason R. Weaver

Title: Senior Vice President





PNC BANK, NATIONAL ASSOCIATION,






Individually




By:   /s/ Timothy P. Gleeson_

Name: Timothy P. Gleeson

Title: Vice President




4




Annex 1




Schedule 1




Subsidiary Guarantors




Aquia One, LLC

1434 Crossways Boulevard I, LLC

1434 Crossways Boulevard II, LLC

403 & 405 Glenn Drive, LLC

ACP East Finance, LLC

ACP East, LLC

AP Indian Creek, LLC

Columbia Holding Associates, LLC

Crossways Associates LLC

Enterprise Center I, LLC

First Snowden, LLC

FP Airpark AB, LLC

FP Chesterfield ABEF, LLC

FP Chesterfield CDGH, LLC

FP Gude, LLC

FP Hanover C, LLC

FP Hanover D, LLC

FP Prosperity, LLC

FP Van Buren, LLC

FPR Holdings Limited Partnership

Gateway Manassas I, LLC

Greenbrier/Norfolk Holding LLC

Greenbrier/Norfolk Investment LLC

GTC II First LLC

Indian Creek Investors, LLC

Kristina Way Investments LLC

Landover Owings Mills, LLC

Linden I, LLC

Newington Terminal Associates LLC

Newington Terminal LLC

Norfolk First LLC

Plaza 500, LLC

Rumsey/Snowden Holding LLC

Rumsey/Snowden Investment LLC

Snowden First LLC





5






Annex 2




Schedule 1A




Borrowing Base Pool




	 	 	 	 	 	 	 	 	 
	Ownership Entity	 	Building Name	 	Address	 	City	 	State
	FP Airpark AB, LLC

	 	Airpark Business Center A
	 	7610-7618 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Airpark Business Center B
	 	7620-7628 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	1434 Crossways Boulevard I, LLC

	 	1434 Crossways Bldg 1
	 	1434 Crossways
	 	Chesapeake
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	1434 Crossways Boulevard II, LLC

	 	1434 Crossways Bldg 2
	 	1434 Crossways
	 	Chesapeake
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Crossways Associates LLC

	 	Crossways Commerce Center I
	 	1545 Crossways Boulevard
	 	Chesapeake
	 	VA
	 

	 	Crossways Commerce Center II
	 	1449 Kristina Way
	 	Chesapeake
	 	VA
	 

	 	 	 	1501 Crossways Boulevard
	 	Chesapeake
	 	VA
	 

	 	Coast Guard Building
	 	1430 Kristina Way
	 	Chesapeake
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Chesterfield ABEF, LLC

	 	Chesterfield Business Center A
	 	7361-7419 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center B
	 	7421-7441 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center E
	 	7321-7325 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center F
	 	7333 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Chesterfield CDGH, LLC

	 	Chesterfield Business Center C
	 	7475-7499 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center D
	 	7455-7471 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center G
	 	7351-7357 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	Chesterfield Business Center H
	 	7341-7345 Whitepine Road
	 	Chesterfield
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Enterprise Center I, LLC

	 	15100 Enterprise Center Court
	 	15100 Enterprise Center Court
	 	Chantilly
	 	VA
	 

	 	4120 Lafayette Center Drive
	 	4120 Lafayette Center Drive
	 	Chantilly
	 	VA
	 

	 	15120 Enterprise Center Court
	 	15120 Enterprise Center Court
	 	Chantilly
	 	VA
	 

	 	4100 Lafayette Center Drive
	 	4100 Lafayette Center Drive
	 	Chantilly
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Gateway Manassas I, LLC

	 	7401 Gateway Court
	 	7401 Gateway Court
	 	Manassas
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	403 & 405 Glenn Drive, LLC

	 	403 Glenn Drive
	 	403 Glenn Drive
	 	Sterling
	 	VA
	 

	 	405 Glenn Drive
	 	405 Glenn Drive
	 	Sterling
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Hanover C, LLC

	 	Hanover Business Center C
	 	303 Ashcake Road
	 	Ashland
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Hanover D, LLC

	 	Hanover Business Center D
	 	305 Ashcake Road
	 	Ashland
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Linden I, LLC

	 	7633 Coppermine Drive
	 	7633 Coppermine Drive
	 	Manassas
	 	VA
	 

	 	7245 Coppermine Drive
	 	7245 Coppermine Drive
	 	Manassas
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Gude, LLC

	 	400 E. Gude Drive
	 	400 E. Gude Drive
	 	Rockville
	 	MD
	 

	 	7300 Calhoun Place
	 	7300 Calhoun Place
	 	Rockville
	 	MD
	 

	 	7301 Calhoun Place
	 	7301 Calhoun Place
	 	Rockville
	 	MD
	 

	 	7362 Calhoun Place
	 	7362 Calhoun Place
	 	Rockville
	 	MD
	 

	 	 
	 	 
	 	 
	 	 
	Newington Terminal Associates

LLC

	 	

Newington, Bldg 1
	 	

8532 Terminal Road
	 	

Newington
	 	

VA
	 

	 	Newington, Bldg 2
	 	8533 Terminal Road
	 	Newington
	 	VA
	 

	 	Newington, Bldg 3
	 	8534 Terminal Road
	 	Newington
	 	VA
	 

	 	Newington, Bldg 4
	 	8535 Terminal Road
	 	Newington
	 	VA
	 

	 	Newington, Bldg 5
	 	8536 Terminal Road
	 	Newington
	 	VA
	 

	 	Newington, Bldg 6
	 	8538 Terminal Road
	 	Newington
	 	VA
	 

	 	Newington, Bldg 7
	 	8540 Terminal Road
	 	Newington
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Landover Owings Mills, LLC

	 	11421 Cronhill Drive
	 	11421 Cronhill Drive
	 	Owings Mills
	 	MD
	 

	 	11425 Cronhill Drive
	 	11425 Cronhill Drive
	 	Owings Mills
	 	MD
	 

	 	11431 Cronhill Drive
	 	11431 Cronhill Drive
	 	Owings Mills
	 	MD
	 

	 	11435 Cronhill Drive
	 	11435 Cronhill Drive
	 	Owings Mills
	 	MD
	 

	 	 
	 	 
	 	 
	 	 
	FP Prosperity, LLC

	 	Prosperity
	 	2930-2942 Prosperity Avenue
	 	Merrifield
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Aquia One, LLC

	 	Aquia Commerce Center
	 	2721 Jefferson Davis Highway
	 	Stafford
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	ACP East, LLC

	 	2001-2003 Commerce Park Drive
	 	2001-2003 Commerce Park Drive
	 	Annapolis
	 	MD
	 

	 	2009-2011 Commerce Park Drive
	 	2009-2011 Commerce Park Drive
	 	Annapolis
	 	MD
	 

	 	 
	 	 
	 	 
	 	 
	AP Indian Creek, LLC

	 	12000 Indian Creek Court
	 	12000 Indian Creek Court
	 	Beltsville
	 	MD
	 

	 	12001 Indian Creek Court
	 	12001 Indian Creek Court
	 	Beltsville
	 	MD
	 

	 	12040 Indian Creek Court
	 	12040 Indian Creek Court
	 	Beltsville
	 	MD
	 

	 	12051 Indian Creek Court
	 	12051 Indian Creek Court
	 	Beltsville
	 	MD
	 

	 	 
	 	 
	 	 
	 	 
	Plaza 500, LLC

	 	6295 Edsall Road
	 	6295 Edsall Road
	 	Alexandria
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	FP Van Buren, LLC

	 	250 Exchange Place
	 	250 Exchange Place
	 	Herndon
	 	VA
	 

	 	510 Herndon Parkway
	 	510 Herndon Parkway
	 	Herndon
	 	VA
	 

	 	512 Herndon Parkway
	 	512 Herndon Parkway
	 	Herndon
	 	VA
	 

	 	516 Herndon Parkway
	 	516 Herndon Parkway
	 	Herndon
	 	VA
	 

	 	520 Herndon Parkway
	 	520 Herndon Parkway
	 	Herndon
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	GTC II First LLC

	 	Greenbrier Technology Center II
	 	816 Greenbrier Circle
	 	Chesapeake
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Norfolk First LLC

	 	Norfolk Business Center
	 	2551 Eltham Avenue
	 	Norfolk
	 	VA
	 

	 	 
	 	 
	 	 
	 	 
	Rumsey First LLC

	 	9150 Rumsey Road
	 	9150 Rumsey Road
	 	Columbia
	 	MD
	 

	 	9160 Rumsey Road
	 	9160 Rumsey Road
	 	Columbia
	 	MD
	 

	 	9170 Rumsey Road
	 	9170 Rumsey Road
	 	Columbia
	 	MD
	 

	 	9180 Rumsey Road
	 	9180 Rumsey Road
	 	Columbia
	 	MD
	 

	 	 
	 	 
	 	 
	 	 
	Snowden First LLC

	 	6925 Oakland Mills Road
	 	6925 Oakland Mills Road
	 	Columbia
	 	MD
	 

	 	6935 Oakland Mills Road
	 	6935 Oakland Mills Road
	 	Columbia
	 	MD
	 

	 	6945 Oakland Mills Road
	 	6945 Oakland Mills Road
	 	Columbia
	 	MD
	 

	 	6955 Oakland Mills Road
	 	6955 Oakland Mills Road
	 	Columbia
	 	MD
	 

	 	 
	 	 
	 	 
	 	 






6




Annex 3




Schedule 7.1(b)




Capitalization




	 	 	 
	SUBSIDIARY GUARANTOR	 	OWNERSHIP INTEREST
	1434 Crossways Boulevard I, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	1434 Crossways Boulevard II, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	403 & 405 Glenn Drive, LLC

	 	First Potomac Realty Investment Limited

Partnership – 99% limited liability company

interest

403 & 405 Glenn Drive Manager, LLC – 1%

limited liability company interest
	Crossways Associates LLC

	 	Kristina Way Investments LLC – 100% limited

liability company interest
	Enterprise Center I, LLC

	 	First Potomac Realty Investment Limited

Partnership – 99% limited liability company

interest

Enterprise Center Manager LLC – 1% limited

liability company interest
	FP Airpark AB, LLC

	 	FPR Holdings Limited Partnership – 100% limited

liability company interest
	FP Chesterfield ABEF, LLC

	 	FPR Holdings Limited Partnership – 100% limited

liability company interest
	FP Chesterfield CDGH, LLC

	 	FPR Holdings Limited Partnership – 100% limited

liability company interest
	FP Gude, LLC

	 	First Potomac Realty Investment Limited

Partnership – 99% limited liability company

interest

FP Gude Manager LLC – 1% limited liability

company interest
	FP Hanover C, LLC

	 	FPR Holdings Limited Partnership – 100% limited

liability company interest
	FP Hanover D, LLC

	 	FPR Holdings Limited Partnership – 100% limited

liability company interest
	FP Prosperity, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	Gateway Manassas I, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	Landover Owings Mills, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	Linden I, LLC

	 	First Potomac Realty Investment Limited

Partnership – 99% limited liability company

interest

Linden I Manager LLC – 1% limited liability

company interest
	Newington Terminal Associates

LLC

	 	Newington Terminal LLC – 100% limited liability

company interest
	FPR Holdings Limited Partnership

	 	First Potomac Realty Investment Limited

Partnership – 99% partnership interest

FPR General Partner, LLC– 1% partnership

interest
	Newington Terminal LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	Kristina Way Investments LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company

interest
	Columbia Holding Associates, LLC

	 	Rumsey Snowden Investment, LLC -100% limited

liability company interest
	First Snowden, LLC

	 	Columbia Holdings Associates, LLC — 100% limited

liability company interest
	Greenbrier/Norfolk Holding, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest
	Greenbrier/Norfolk Investment,

LLC

	 	Greenbrier/Norfolk Holding LLC — 100% limited

liability company interest
	Rumsey/Snowden Holding, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest
	Rumsey/Snowden Investment, LLC

	 	Rumsey/Snowden Holding LLC — 100% limited liability

company interest
	Snowden First, LLC

	 	First Snowden LLC — 100% limited liability company

interest
	Aquia One, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest
	ACP East Finance, LLC

	 	ACP East LLC – 100% limited liability company interest
	ACP East, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest
	AP Indian Creek, LLC

	 	FP Indian Creek, LLC — 100% limited liability company

interest
	FP Van Buren, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest
	GTC II First, LLC

	 	Greenbrier Holding Associates LLC — 100% limited

liability company interest
	Indian Creek Investors, LLC

	 	FP Indian Creek, LLC — 100% limited liability company

interest
	Norfolk First, LLC

	 	Greenbrier Holding Associates LLC – 100% limited

liability company interest
	Plaza 500, LLC

	 	First Potomac Realty Investment Limited

Partnership – 100% limited liability company interest






7




Annex 4




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


1434 Crossways Boulevard I, LLC, a Delaware limited liability company


1434 Crossways Boulevard II, LLC, a Delaware limited liability company


403 & 405 Glenn Drive, LLC, a Virginia limited liability company


Crossways Associates LLC, a Delaware limited liability company


Enterprise Center I, LLC, a Delaware limited liability company


FP Airpark AB, LLC, a Virginia limited liability company


FP Chesterfield ABEF, LLC, a Virginia limited liability company


FP Chesterfield CDGH, LLC, a Virginia limited liability company


FP Gude, 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


Gateway Manassas I, LLC, a Delaware limited liability company


Landover Owings Mills, LLC, a Delaware limited liability company


Linden I, LLC, a Delaware limited liability company


Newington Terminal Associates LLC, a Delaware limited liability company


FPR Holdings Limited Partnership, a Delaware limited partnership


Newington Terminal LLC, a Delaware limited liability company


Kristina Way Investments LLC, a Delaware limited liability company


Greenbrier/Norfolk Investment, LLC, a Delaware limited liability company


Rumsey/Snowden Holding LLC, a Delaware limited liability company


Rumsey/Snowden Investment LLC, a Delaware limited liability company


Snowden First, LLC, a Delaware limited liability company


Aquia One, LLC, a Delaware limited liability company


ACP East, LLC, a Maryland limited liability company


ACP East Finance, LLC, a Maryland limited liability company


AP Indian Creek, LLC, a Delaware limited liability company


FP Van Buren, LLC, a Delaware limited liability company


GTC II First, LLC, a Delaware limited liability company


Indian Creek Investors, LLC, a Maryland limited liability company


Norfolk First, LLC, a Delaware limited liability company


Plaza 500, LLC, a Delaware limited liability Company




8