Exhibit 10.1



 Exhibit 10.1 
 COMMITMENT INCREASE AGREEMENT 
 This Commitment
Increase Agreement (this “Agreement”), dated as of December 29, 2011 (the “Increase Effective Date”), is by and among First Potomac Realty Investment Limited Partnership and its Subsidiaries party hereto
(collectively, the “Borrowers”), the lender parties signatory hereto (each an “Accordion Lender” and collectively the “Accordion Lenders”) and KeyBank National Association, as Administrative Agent
(the “Administrative Agent”), for the Lenders (as hereinafter defined). All capitalized terms used herein without definitions shall have the meanings given such terms in the Credit Agreement (as hereinafter defined). 

WHEREAS, the Term Loan Agreement, dated as of July 18, 2011 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”), is by and among the Borrowers, the Administrative Agent and the financial institutions which are or become a party thereto as lenders (each a “Lender” and, collectively,
the “Lenders”); 
 WHEREAS, Section 2.8 of the Credit Agreement provides that the Borrowers
may request, upon notice to the Administrative Agent and satisfaction of the Accordion Advance Conditions, that the Total Commitment be increased from $175,000,000 to an amount up to $250,000,000; 

WHEREAS, the Borrowers have requested that the Total Commitment be increased by $50,000,000 (the “Increase”), so
that after giving effect to the Increase, the Total Commitment will equal $225,000,000, with such Increase being allocated $25,000,000 to the Tranche B Facility and $25,000,000 to the Tranche C Facility; 

WHEREAS, each Accordion Lender has agreed to fund that portion of the Increase in the applicable Tranche in the amounts set forth
beside such Accordion Lender’s name on Annex 1 attached hereto. 
 WHEREAS, the Commitments and Applicable
Percentages of the Lenders, after giving effect to the Increase, will be adjusted and as reflected on an updated Schedule 2 attached hereto as Annex 2; and 
 WHEREAS, the Administrative Agent is willing to give effect to the Increase provided that the Borrowers, the Administrative Agent and the Accordion Lenders enter into this Agreement; 

NOW THEREFORE, the parties hereto hereby agree as follows: 

1. Funding of Commitment Increase. Pursuant to Section 2.8 of the Credit Agreement, each Accordion Lender hereby
agrees to fund, and make one or more loans in immediately available funds to the Borrowers on the Increase Effective Date in each case in an aggregate principal amount equal to, that portion of the Increase in the applicable Tranche in the amount
set forth beside such Accordion Lender’s name on Annex 1 attached hereto, with each Lender (including each Accordion Lender) having the resulting Commitment and Applicable Percentage set forth on Annex 2 attached hereto. Each
Accordion Lender will enter into an instrument of accession in substantially the form attached to the Credit Agreement as Exhibit G in connection with the Increase (each an “Instrument of Accession”). 







 2. Amendment of Schedule 2 Schedule 2 to the Credit Agreement is hereby
amended to reflect the Lenders’ adjusted Applicable Percentages and the increase in the Total Commitment, as set forth on Annex 2 attached hereto. 
 3. Affirmation and Acknowledgment. The Borrowers hereby ratify and confirm all of their Obligations to the Lenders, including, without limitation, the Loans, the Notes and the other Loan
Documents, and the Borrowers hereby affirm their absolute and unconditional promise to pay to the Lenders all Obligations under (and as defined in) the Credit Agreement. 
 4. Representations and Warranties. Each of the Borrowers hereby jointly and severally represents and warrants to the Lenders as follows: 

(a) The execution, delivery and performance of this Agreement by each Borrower (i) are within the authority of such Borrower,
(ii) have been duly authorized by all necessary proceedings on the part of such Borrower and any general partner thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or
regulation to which such Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to such Borrower, (iv) do not conflict with any provision of the Organizational Documents of such Borrower or any general
partner thereof, and (v) do not contravene any provisions of, or constitute Default or Event of Default under the Credit Agreement or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment,
order, decree, permit, license or undertaking binding upon or applicable to such Borrower or any of such Borrower’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit,
license, or undertaking as would not result in a Material Adverse Effect or in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of such Borrower). 

(b) This Agreement (including the Increase) and the Credit Agreement and other Loan Documents constitute legal, valid and binding
obligations of each Borrower, enforceable in accordance with their respective terms, 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) Other than (i) approvals or consents which have been obtained (copies of which have been furnished to the
Administrative Agent) and (ii) filings which will be made with the SEC when and as required by law or deemed appropriate by the Trust, the execution, delivery and performance by the Borrowers of this Agreement (including the Increase), and the
transactions contemplated hereby, do not require any approval or consent of, or filing with, any third party or any governmental agency or authority. 

  
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 (d) The representations and warranties made by or on behalf of the Borrowers, the Trust or
any of their respective Subsidiaries in Section 7 of the Credit Agreement or in any other Loan Document are true and correct as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. For purposes of this clause (d), the representations and warranties contained in Section 7.4 of the Credit Agreement shall
be deemed to refer to the most recent statements furnished pursuant to Sections 8.4 of the Credit Agreement. 
 (e) Both before
and immediately after giving effect to this Agreement (including the Increase) and the transactions contemplated hereby, no Default or Event of Default under (and as defined in) the Credit Agreement has occurred and is continuing. 

5. Conditions Precedent. This Agreement shall be deemed to be effective as of the Increase Effective Date, subject to the
execution and delivery of the following documents, each in form and substance satisfactory to the Administrative Agent: 
 (a)
this Agreement executed and delivered by each Borrower, the Administrative Agent, and the Accordion Lenders; 
 (b) one or more
Notes substantially in the form of Exhibit A to the Credit Agreement issued in favor of each of the Accordian Lenders reflecting their respective Commitments and applicable Tranche and interest rate (the “New Notes”); 

(c) a certificate dated as of the date hereof signed by a duly authorized officer of the Trust on behalf of itself, the Borrowers and the
Subsidiary Guarantors (i) certifying and attaching the resolutions adopted by its board of directors or trustees authorizing the transactions described herein and evidencing the due authorization, execution and delivery of this Agreement, the
New Notes and each of the other Loan Documents executed in connection herewith and of the Increase, (ii) certifying that the Organizational Documents of each Borrower and Guarantor have not been amended, modified or rescinded since the Closing
Date and remain in full force and effect as of the date hereof, (iii) certifying that each Borrower and Guarantor is duly formed, validly existing and in good standing under the laws of such entity’s organization, and that there is no
pending or to such officer’s knowledge, threatened proceeding for dissolution, liquidation or other similar matter with respect to any Borrower or Guarantor, (iv) certifying that, before and immediately after giving effect to the Increase
and this Agreement, (A) the representations and warranties contained in Section 7 of the Credit Agreement and in the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Agreement, the representations and warranties contained in Section 7.4
shall be deemed to refer to the most recent statements furnished pursuant to Section 8.4 of the Credit Agreement, (B) that there has been no material adverse change in the business, assets, operations, condition (financial or otherwise) or
properties of the Trust or FPLP or, taken as a whole, the Potomac Group since the date of the financial statements most recently delivered to the Administrative Agent pursuant to the Credit Agreement, and (C) no Default or Event of Default
exists; 

  
 3 








 (d) an Instrument of Accession executed and delivered by each Accordion Lender; 

(e) a Consent and Reaffirmation of Guaranty executed and delivered by the Trust; 

(f) a Consent and Reaffirmation of Guaranty executed and delivered by each Subsidiary Guarantor; 

(g) a Compliance Certificate substantially in the form of Exhibit C to the Credit Agreement; 

(h) a favorable opinion of counsel to the Borrowers and Guarantors acceptable to the Administrative Agent with respect to this Agreement
and the Increase reflected herein, the New Notes and each Consent and Reaffirmation of Guaranty; and 
 (i) payment by the
Borrowers in immediately available funds of the fees agreed to in the fee letter entered into in connection with the Increase. 

6. Miscellaneous Provisions. 
 (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 (b) This
Agreement 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. The existence of this Agreement may be established by the introduction into evidence of counterparts that are separately signed, provided they are otherwise identical in all material respects. 

[Remainder of Page Intentionally Blank] 

  
 4 








 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above
written. 
  

			
	 BORROWER:
  

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a
 Delaware limited partnership

	
	By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner
		
	        By:	 	 /s/ Barry H.
Bass            

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



  

			
	 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/ Barry H. Bass
            

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




  
 Signature Page
to Commitment Increase Agreement 








 
			
	 BORROWER (continued):
  

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/ Barry H. Bass
            

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




  
 Signature Page
to Commitment Increase Agreement 








 
			
	 BORROWER (continued):
  

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
  

	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/ Barry H. Bass
            

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




  
 Signature Page
to Commitment Increase Agreement 









					
	ACCORDION LENDER:
	
	BANK OF MONTREAL
		
	By:	 	 /s/ Aaron Lanski

		 	Name:	 	Aaron Lanski
		 	Title:	 	Managing Director

  

  
 Signature Page
to Commitment Increase Agreement 








  

					
	ACCORDION LENDER:
	
	RAYMOND JAMES BANK, FSB
		
	By:	 	 /s/ Garrett McKinnon

		 	Name:	 	Garrett McKinnon
		 	Title:	 	Senior Vice President


  
 Signature Page
to Commitment Increase Agreement 








 ADMINISTRATIVE AGENT: 
 KEYBANK NATIONAL ASSOCIATION, as Administrative Agent 
  

					
	By:	 	 /s/ John Scott

		 	Name:	 	John Scott
		 	Title:	 	Vice President


  
 Signature Page
to Commitment Increase Agreement 








 Annex 1 

Accordion Lenders 
  

				September 30,				September 30,	
	 Accordion Lender
	    	Tranche B Commitment
Amount (Portion of Increase)	 	    	Tranche C Commitment
Amount (Portion of Increase)	 
	 Raymond James Bank, FSB
	    	$	12,500,000	  	    	$	12,500,000	  
	 Bank of Montreal
	    	$	12,500,000	  	    	$	12,500,000	  
	 TOTAL
	    	$	25,000,000	  	    	$	25,000,000	  


  
 Annex 1 to
Commitment Increase Agreement 








 Annex 2 

Schedule 2 
 Lenders’ Commitments 
  

				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,	
	 Lender
	    	Tranche A
Commitment	 	    	Tranche A
Percentage*	 	 	Tranche B
Commitment	 	    	Tranche B
Percentage*	 	 	Tranche C
Commitment	 	    	Tranche C
Percentage*	 	 	Interest
Rate	 	    	Total
Commitment
Percentage*	 
									
	 KeyBank National Association

 
 Contact:

John C. Scott
 127 Public Square, 8th Floor
 Cleveland, OH 44114

Phone: (216) 689-5986

Fax: (216) 689-4997

email: john_c_scott@keybank.com
	    	$	5,000,000	  	    	 	8.3	% 	 	$	17,500,000	  	    	 	20.6	% 	 	$	27,500,000	  	    	 	34.4	% 	 	 	Floating	  	    	 	22.2	% 
									
	 Wells Fargo Bank National Association

 
 Contact:

Alexis McGuire
 1750 H Street, NW, Suite 400
 Washington, DC
20006
 Phone: (612) 316-0210

Fax: (866) 494-9607

email: alexis.l.mcguire@wellsfargo.com
	    	$	5,000,000	  	    	 	8.3	% 	 	$	17,500,000	  	    	 	20.6	% 	 	$	27,500,000	  	    	 	34.4	% 	 	 	Floating	  	    	 	22.2	% 
									
	 PNC Bank, National Association

 
 Contact:

Kathleen Lorenzato

808 17th Street, NW
 Washington, DC 20006
 Phone:
(412) 768-2669
 Fax: (412) 768-5754

email: kathleen.lorenzato@pnc.com
	    	$	25,000,000	  	    	 	41.7	% 	 	$	25,000,000	  	    	 	29.4	% 	 	 	N/A	  	    	 	N/A	  	 	 	Floating	  	    	 	22.2	% 


  
 Schedule 2,
Page 1 









				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,	
	 Lender
	    	Tranche A
Commitment	 	    	Tranche A
Percentage*	 	 	Tranche B
Commitment	 	    	Tranche B
Percentage*	 	 	Tranche C
Commitment	 	    	Tranche C
Percentage*	 	 	Interest
Rate	 	    	Total
Commitment
Percentage*	 
									
	 Capital One, N.A.

 
 Contact:

Mary Davis
 7501 Wisconsin Avenue, 12th Floor
 Bethesda, MD 20814

Phone: (301) 939-6951

Fax: (301) 939-6959

email: mdavis@chevychase.net

email copy to :
 lmmjackson@chevychase.net
	    	$	25,000,000	  	    	 	41.7	% 	 	 	N/A	  	    	 	N/A	  	 	 	N/A	  	    	 	N/A	  	 	 	Floating	  	    	 	11.1	% 
									
	 Bank of Montreal

 
 Contact:

Aaron Lanski
 Managing Director
 115 S. LaSalle Street –
18W
 Chicago, IL 60603

Phone:
 Fax:
 email: aaron.lanski@bmo.com
	    	 	N/A	  	    	 	N/A	  	 	$	12,500,000	  	    	 	14.7	% 	 	$	12,500,000	  	    	 	15.6	% 	 	 	Floating	  	    	 	11.1	% 
									
	 Raymond James Bank, FSB

 
 Contact:

James Armstrong
 710 Carillon Parkway
 St. Petersburg, FL 33716

Phone: (727) 567-7919

Fax: (866) 205-1396

Fax copy to: (866) 597-4002

email:
 james.armonstrong@raymondjames.com
	    	 	N/A	  	    	 	N/A	  	 	$	12,500,000	  	    	 	14.7	% 	 	$	12,500,000	  	    	 	15.6	% 	 	 	Floating	  	    	 	11.1	% 

  

	*	Percentages are rounded to one decimal place for the purposes of this Schedule 2. 


  
 Schedule 2,
Page 2