exv10w1



 





Exhibit 10.1




FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP

7600 Wisconsin Avenue, 11th Floor

Bethesda, Maryland 20814




Dated as of: April 4, 2007




KeyBank National Association,

as Administrative Agent

127 Public Square

Cleveland, OH 44114

Attention: John C. Scott




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



Ladies and Gentlemen:




     We refer to the Amended and Restated Revolving Credit Agreement dated as of April 26, 2006 (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”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for
itself and each other Lender (the “Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent and WELLS FARGO NATIONAL ASSOCIATION and BANK OF MONTREAL, as Co-Documentation
Agents, and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager. 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 March      , 2007 (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 “Capitalization Rate” contained in Section 1.1 of the Credit Agreement
is amended to read in its entirety as follows:



     “Capitalization Rate. The Capitalization Rate shall be 8.00%.”



     (c) The definition of “Value of Unencumbered Properties” contained in Section 1.1 of the
Credit Agreement is amended by deleting the reference to “December 31, 2006” contained therein and
replacing it with the following: “December 31, 2007”.



     (d) The definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is
amended to read in its entirety as follows:



     “Maturity Date. April 26, 2010, or such earlier date (or later date pursuant to §2.9)
on which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof. The
Maturity Date may be extended to April 26, 2011 in accordance with the terms of §2.9.”



     (e) Section 2.3(c) of the Credit Agreement is hereby amended by deleting the Table set forth
therein and inserting in its place the following Table:



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Table




Applicable Margin




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Base Rate
	Total Leverage Ratio	 	Libor Margin	 	Margin
	 
	 	 	 	 	 	 	 	 	 	 
	a)

	 	greater than 60%
	 	 	1.35	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 	 	 
	b)

	 	less than or equal to 60%
but greater than 55%
	 	 	1.20	%	 	 	0.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	c)

	 	less than or equal to 55%
but greater than 50%
	 	 	1.10	%	 	 	0.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	d)

	 	less than or equal to 50%
but greater than 45%
	 	 	1.00	%	 	 	0.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	e)

	 	less than or equal to
45% but greater than 40%
	 	 	90.0	%	 	 	0.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	f)

	 	less than or equal to 40%
	 	 	80.0	%	 	 	0.00	%






     (f) Section 2.9 of the Credit Agreement is amended by deleting each reference to “April 26,
2009” contained therein and by replacing it with the following: “April 26, 2010”.



     (g) Section 10.1 of the Credit Agreement is amended to read in its entirety as follows:




“Consolidated Total Leverage Ratio. At any time, Consolidated Total Indebtedness
as at the last day of the applicable quarter shall not exceed 60% of Consolidated Gross
Asset Value, provided that for a single period of not more than three consecutive
fiscal quarters, such percentage shall be permitted to exceed 60% (but in no event may it
exceed 65%) so long as such fiscal quarters do not include either of the two fiscal
quarters immediately preceding the Maturity Date. Such single three consecutive fiscal
quarter period shall



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commence with the first fiscal quarter for which the financial statements pertaining to
such quarter evidence Consolidated Total Indebtedness in excess of 60% of Consolidated
Gross Asset Value for such quarter, and shall not be available to the Borrower again,
whether or not the Borrower utilized all consecutive fiscal quarters. This covenant shall
be tested quarterly as of the last day of the applicable quarter.”



     (h) The last sentence of Section 10.7 of the Credit Agreement is amended by deleting the
reference to “December 31, 2006” contained therein and replacing it with the following: “December
31, 2007”.



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 (including any Subsidiary becoming a Borrower as of the date hereof
pursuant to a Joinder Agreement) shall have executed and delivered (or caused to be delivered) to
the Agent (i) a counterpart of this Amendment, which shall be in form and substance satisfactory to
the Lenders;



     (b) Each Subsidiary of FPLP that owns any Real Estate Asset that is being added to the
Unencumbered Pool as of the date hereof and that has not signed the Credit Agreement or a Joinder
Agreement prior to the date hereof shall have duly executed and delivered the Joinder Documents to
the Agent;



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




     (d) The Agent and the Lenders shall have executed this Amendment;




     (e) The Borrower shall have paid to the Agent, for the benefit of each Lender consenting
hereto, an amendment fee equal to 0.125% of its Commitment, along with, to the Administrative
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.




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ARTICLE III




REPRESENTATIONS AND WARRANTIES




     Each of the Borrowers (including each new Borrower party hereto) 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 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.



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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 sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass, Chief Financial Officer
and Executive Vice President
	 	 






(Signatures continued on next page)




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	 	 	AIRPARK PLACE, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Airpark Place Holdings, LLC, a Delaware limited

partnership, 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
 

Barry H. Bass

Chief Financial Officer and Executive Vice President
	 	 






(Signatures continued on next page)




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	 	 	CROSSWAYS II, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,
 Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust, 
Its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	AQUIA TWO, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,
 Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,
 Its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and Executive Vice President
	 	 






(Signatures continued on next page)




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	 	 	15395 JOHN MARSHALL HIGHWAY, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,
 Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust, 
Its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	WINDSOR AT BATTLEFIELD, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership, 
Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,
 Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 
 Barry
H. Bass

Chief Financial Officer and Executive Vice President	 	 






(Signatures continued on next page)





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	 	 	RESTON BUSINESS CAMPUS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	GATEWAY MANASSAS II, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass 

Chief Financial Officer and
Executive Vice President
	 	 






(Signatures continued on next page)





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	 	 	1400 CAVALIER, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass 

Chief Financial Officer and
Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	FP CAMPOSTELLA ROAD, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 






(Signatures continued on next page)




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	 	 	FP DIAMOND HILL, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	GATEWAY HAMPTON ROADS, LLC, a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 






(Signatures continued on next page)





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	 	 	VIRGINIA CENTER, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer
and Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	LINDEN II, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 






(Signatures continued on next page)




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	 	 	LUCAS WAY HAMPTON, LLC, a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	FP RIVERS BEND, LLC, a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment Limited
Partnership,

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry H. Bass
 

Barry H. Bass

Chief Financial Officer and
Executive Vice President
	 	 






(Signatures continued on next page)





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	 	 	1441 CROSSWAYS BLVD., LLC, a Virginia
	 	 	limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment
Limited Partnership,
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,
	 

	 	 	 	Its General Partner






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



	 	 	 	 	 	 
	 	 	FP NORTHRIDGE, LLC, a Virginia limited
	 	 	liability company
	 
	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Investment
Limited Partnership,
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	First Potomac Realty Trust,

Its General Partner






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



(Signatures continued on next page)




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	 	FP CRONRIDGE DRIVE, LLC, a 

Maryland limited liability company

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



	 	 	 	 	 
	 	GTC I SECOND, LLC, a Virginia limited 

liability company

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



	 	 	 	 	 
	 	FP GREENBRIAR CIRCLE, LLC, a 

Virginia limited liability company

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



	 	 	 	 	 
	 	FP 2550 ELLSMERE AVENUE, LLC, a 

Virginia limited liability company

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



	 	 	 	 	 
	 	FP PINE GLEN, LLC, a 

Virginia limited liability company

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



(Signatures continued on next page)




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[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 April
26, 2006 (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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ACCEPTED AND AGREED AS OF

THE 4th DAY OF APRIL, 2007:




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent, Swingline Lender and Fronting Bank

 	 
	 	By:  	/s/ John Scott
 	 
	 	 	Name:  	John Scott 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)




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	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

Individually and as Syndication Agent

 	 
	 	By:  	/s/ Cynthia A. Bean
 	 
	 	 	Name:  	Cynthia A. Bean 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)





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	 	WELLS FARGO NATIONAL ASSOCIATION, 

Individually and as Co-Documentation Agent

 	 
	 	By:  	/s/ Jennifer A. Dakin
 	 
	 	 	Name:  	Jennifer A. Dakin 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)




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	 	BANK OF MONTREAL,

Individually and as Co-Documentation Agent

 	 
	 	By:  	/s/ Kristina H. Burden
 	 
	 	 	Name:  	Kristina H. Burden 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)




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	 	MANUFACTURERS AND TRADERS TRUST COMPANY,

as Lender

 	 
	 	By:  	/s/ Matthew Lind
 	 
	 	 	Name:  	Matthew Lind 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)




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	 	PNC BANK, NATIONAL ASSOCIATION

as Lender

 	 
	 	By:  	/s/ Timothy P. Gleeson
 	 
	 	 	Name:  	Timothy P. Gleeson 	 
	 	 	Title:  	Vice President 	 



(Signatures continued on next page)




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	 	CHEVY CHASE BANK, F.S.B

as Lender

 	 
	 	By:  	/s/ Dory Halati
 	 
	 	 	Name:  	Dory Halati 	 
	 	 	Title:  	Vice President 	 




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