UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-31824

FIRST POTOMAC REALTY TRUST

(Exact name of registrant as specified in its charter)

MARYLAND (State or other jurisdiction of incorporation or organization)		37-1470730 (I.R.S. Employer Identification No.)

7600 Wisconsin Avenue, 11^th Floor
Bethesda, MD
(Address of principal executive offices)

20814
(Zip Code)

(301) 986-9200
(Registrant’s telephone number, including area code)

Title of Each Class		Name of Each Exchange upon Which Registered
Common Shares of beneficial interest, $0.001 par value per share		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities Act. YES o NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (see the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer o		Accelerated Filer þ		Non-Accelerated Filer o		Smaller Reporting Company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Act) YES o NO þ

The aggregate fair value of the registrant’s common shares of beneficial interest, $0.001 par value per share, at June 30, 2009, held by those persons deemed by the registrant to be non-affiliates was $259,789,969.

As of March 5, 2010, there were 30,767,368 common shares of beneficial interest, par value $0.001 per share, outstanding.

Portions of the Company’s definitive proxy statement relating to the 2010 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

 

 

FIRST POTOMAC REALTY TRUST
FORM 10-K

INDEX

				Page
Part I
Item 1.		Business		3
Item 1A.		Risk Factors		10
Item 1B.		Unresolved Staff Comments		26
Item 2.		Properties		27
Item 3.		Legal Proceedings		30
Item 4.		Submission of Matters to a Vote of Security Holders		30
Part II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		31
Item 6.		Selected Financial Data		33
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk		62
Item 8.		Financial Statements and Supplementary Data		63
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		64
Item 9A.		Controls and Procedures		64
Item 9B.		Other Information		64
Part III
Item 10.		Directors, Executive Officers and Corporate Governance		66
Item 11.		Executive Compensation		66
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		66
Item 13.		Certain Relationships and Related Transactions, and Director Independence		66
Item 14.		Principal Accountant Fees and Services		66
Part IV
Item 15.		Exhibits and Financial Statement Schedules		67
		Signatures		69

PART I

ITEM 1. BUSINESS

Overview

     First Potomac Realty Trust (the “Company”) is a self-managed, self-administered real estate investment trust (“REIT”) that focuses on owning, operating, developing and redeveloping business parks and industrial properties in the Washington, D.C. metropolitan area and other major markets in Maryland and Virginia, which it refers to as the Southern Mid-Atlantic region. The Company separates its properties into three distinct segments, which it refers to as the Maryland, Northern Virginia and Southern Virginia reporting segments. The Company strategically focuses on acquiring and redeveloping properties that it believes can benefit from its intensive property management and seeks to reposition these properties to increase their profitability and value. The Company’s portfolio of properties contains a mix of single-tenant and multi-tenant business parks and industrial properties. Business parks contain a combination of office buildings as well as buildings with office features combined with industrial property space, while industrial properties generally are used as warehouse, distribution or manufacturing facilities.

     References in these financial statements to “we,” “our” or “First Potomac,” refer to the Company and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

     The Company conducts its business through First Potomac Realty Investment Limited Partnership; the Company’s operating partnership (the “Operating Partnership”). At December 31, 2009, the Company was the sole general partner of, and owned a 97.7% interest in, the Operating Partnership. The remaining interests in the Operating Partnership, which are presented as noncontrolling interests in the accompanying consolidated financial statements, are limited partnership interests, some of which are owned by several of the Company’s executive officers and trustees who contributed properties and other assets to the Company upon its formation, and other unrelated parties.

     At December 31, 2009, the Company owned over 12 million square feet and its properties were 85.1% occupied by 592 tenants. As of December 31, 2009, the Company’s largest tenant was the U.S. Government, which along with government contractors, accounted for approximately 20% of the Company’s total annualized rental revenue. The Company also owned land that can accommodate approximately 1.4 million square feet of additional development. The Company derives substantially all of its revenue from leases of space within its properties. The Company operates so as to qualify as a REIT for federal income tax purposes.

     For the year ended December 31, 2009, the Company had consolidated net revenues of approximately $134 million and total assets of $1.1 billion. Required financial information related to the Company’s three reporting segments is set forth in footnote 15, Segment Information, to the Company’s consolidated financial statements.

The Company’s History

     In October 2003, the Company completed its initial public offering (“IPO”), raising net proceeds of approximately $118 million. The Company used a portion of the net proceeds from its IPO to repay debt and related fees, acquire remaining joint venture interests in four of the Company’s properties and acquire four additional properties. At December 31, 2003, the Company owned 17 properties totaling approximately 2.9 million square feet and had revenues of $18.4 million and total assets of $244.1 million. Through its business strategy and operating model, the Company almost quadrupled its square footage owned and more than quadrupled its revenues and total assets by December 31, 2006. Since the end of 2006, the Company has focused on maximizing the value of its assets under management, continuing to pursue undervalued acquisitions and maintaining a flexible balance sheet.

Narrative Description of Business

     The Operating Partnership was formed in 1997 and has used management’s knowledge of and experience in the Southern Mid-Atlantic region to create the leading business park and industrial property owner in the region. The Company is well positioned given its reputation and access to capital combined with the large number of properties meeting its investment criteria. According to data from CoStar Group, a real estate market research firm, at December 31, 2009, First Potomac was one of the largest owners of business parks and industrial properties in the Washington, D.C. metropolitan area.

     The Company’s acquisition strategies focus on properties in its target markets that generally meet the following investment criteria:

	•		established locations;
	•		below-market rents; and/or
	•		absentee ownership.

     The Company also targets properties that it believes can be converted, in whole or in part, to a higher use. With business parks in particular, the Company has found that, over time, the property can be improved by converting space that is primarily warehouse space into space that contains more office use. Because office rents are generally higher than warehouse rents, the Company has been able to opportunistically add revenue and value by converting space as market demand allows.

     The Company uses its contacts, relationships and local market knowledge to identify and opportunistically acquire business parks and industrial properties in its target markets. The Company also believes that its reputation for professional property management and its transparency as a public company allow it to attract high-quality tenants to the properties that it acquires, leading, in some cases, to increased profitability and value for its properties.

Significant 2009 Developments

     During 2009, the Company completed the following:

	•		Completed two acquisitions totaling approximately 368,000 square feet for $39.3 million;
	•		Retired $34.5 million of its Exchangeable Senior Notes at a 23% discount, resulting in a gain of $6.3 million;
	•		Issued 2.8 million common shares through its controlled equity offering program, generating net proceeds totaling $29.5 million;
	•		Executed 2.2 million square feet of leases; and
	•		Extended maturities on bank debt totaling over $185 million and increased total bank debt capacity by $10 million.

     Total assets were $1.1 billion at December 31, 2009 and 2008.

Competitive Advantages

     The Company believes that its business strategy and operating model distinguish it from other owners, operators and acquirers of real estate in a number of ways, which include:

	•		Experienced Management Team. The Company’s executive officers average more than 20 years of real estate experience in the Washington, D.C. metropolitan area.
	•		Focused Strategy. The Company focuses on business parks and industrial properties in the Southern Mid-Atlantic region. The Company believes the Southern Mid-Atlantic region is one of the largest, most stable markets in the U.S. for assets of this type.
	•		Value-Added Management Approach. Through the Company’s hands-on approach to management, leasing, renovation and repositioning, the Company endeavors to add significant value to the properties that it acquires from absentee institutional landlords and smaller, less effective owners by improving tenant quality and increasing occupancy rates and net rent per square foot.
	•		Strong Market Dynamics. The Company’s target markets exhibit stable rental rates and strong tenant bases.
	•		Local Market Knowledge. The Company has established relationships with local owners, the brokerage community, prospective tenants and property managers in its markets. The Company believes these relationships enhance its efforts to locate attractive acquisition opportunities and lease space in its properties.

	•		Favorable Lease Terms. As of December 31, 2009, 554 of the Company’s 801 leases (representing 73.9% of the leased space in the Company’s consolidated portfolio) were triple-net leases, under which tenants are contractually obligated to reimburse the Company for virtually all costs of occupancy, including property taxes, utilities, insurance and maintenance. In addition, the Company’s leases generally provide for revenue growth through contractual rent increases.
	•		High Quality Tenant Mix. At December 31, 2009, nearly 20% of the Company’s annualized base rent was derived from the U.S. Government, state governments or government contractors. The Company’s non-government related tenant base is highly diverse. Approximately 40% of the Company’s annualized base rent is generated from its 30 largest tenants, and its largest 100 tenants generate roughly two-thirds of its annualized base rent. The balance of the Company’s tenants, which is comprised of over 500 different companies, generates the remaining one-third of its annualized base rent. The Company believes its high concentration of government related revenue, coupled with its diversified tenant base, provide a desirable mix of stability, diversity and growth potential.

Executive Officers of the Company

     The following table sets forth information with respect to the Company’s executive officers:

Name		Age				Position and Background
Douglas J. Donatelli			48			Chairman of the Board of Trustees and Chief Executive Officer Douglas J. Donatelli is a co-founder of the Company and has served as Chairman since May 2007 and Chief Executive Officer and trustee of the Company since its predecessor’s founding in 1997. Mr. Donatelli previously was Executive Vice President of Donatelli & Klein, Inc. (now Donatelli Development, Inc. (“DDI”)), a real estate development and investment firm located in Washington, D.C., and from 1985 to 1991, President of D&K Broadcasting, a communications subsidiary of DDI that owned Fox network affiliated television stations. Mr. Donatelli is active in many charitable and community organizations. He serves on the Board of Directors of the Greater Washington Board of Trade and the Catholic Charities Foundation of Washington, D.C. and is a member of the Urban Land Institute and the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Donatelli holds a Bachelor of Science degree in Business Administration from Wake Forest University.
Barry H. Bass			46			Executive Vice President, Chief Financial Officer Barry H. Bass served as Senior Vice President and Chief Financial Officer since joining the Company in 2002 and was elected Executive Vice President in February 2005. From 1999 to 2002, Mr. Bass was a senior member of the real estate investment banking group of Legg Mason Wood Walker, Inc. where he advised a number of public and private real estate companies in their capital raising efforts. From 1996 to 1999, Mr. Bass was Executive Vice President of the Artery Organization in Bethesda, Maryland, an owner and operator of real estate assets in the Washington, D.C. area, and prior to that a Vice President of Winthrop Financial Associates, a real estate firm with over $6 billion of assets under management, where he oversaw the Company’s asset management group. Mr. Bass is a graduate of Dartmouth College and is a member of NAREIT.
Joel F. Bonder			61			Executive Vice President, General Counsel and Secretary Joel F. Bonder has served as Executive Vice President, General Counsel and Secretary since joining the Company in January 2005. Mr. Bonder was Counsel at Bryan Cave LLP from 2003 to 2004 in Washington, D.C., where he specialized in corporate and real estate law and project finance. He was Executive Vice President and General Counsel of Apartment Investment and Management Company (AIMCO), a public traded apartment REIT, from 1997 to 2002, and General Counsel of National Corporation for Housing Partnerships, an owner of FHA-insured multifamily housing, and its publicly traded parent company, NHP Incorporated, from 1994 to 1997. Mr. Bonder is a graduate of the University of Rochester and received his JD degree from Washington University School of Law. He is admitted to the bar in the District of Columbia, Massachusetts and Illinois.
James H. Dawson			52			Executive Vice President, Chief Operating Officer James H. Dawson served as Senior Vice President and Chief Operating Officer of the Company since 1998 and was elected Executive Vice President in February 2005. Mr. Dawson has coordinated the Company’s management and leasing activities since joining the Company in 1998. Prior to joining the Company, Mr. Dawson spent 18 years with Reico Distributors, a large user of business park and industrial product in the Baltimore/Washington corridor. At Reico, he was responsible for the construction and management of the firm’s warehouse portfolio. Mr. Dawson received his Bachelor of Science degree in Business Administration from James Madison University and is a member of the Northern Virginia Board of Realtors, the Virginia State Board of Realtors and the Institute of Real Estate Management.
Nicholas R. Smith			45			Executive Vice President, Chief Investment Officer Nicholas R. Smith is one of the founders of the Company and has served as Executive Vice President and Chief Investment Officer since the founding of our Predecessor in 1997. He has over 25 years’ experience in commercial real estate in the Washington, D.C. area,

Name		Age				Position and Background
						including seven years with DDI and D&K Management. Prior to joining DDI, Mr. Smith was with Garrett & Smith, Inc., a real estate investment and development firm based in Mclean, Virginia and Transwestern (formerly Barrueta & Associates, Inc.), a Washington, D.C.-based commercial real estate brokerage and property management firm. Mr. Smith is a graduate of the Catholic University of America. He currently serves on the Council of Advisors for the University of Maryland’s School of Architecture, Planning and Preservation Graduate Programs in Real Estate and is a member of the Board of Directors of the Choral Arts Society of Washington. He is also a member of the National Association of Industrial and Office Parks, the Urban Land Institute and NAREIT.
Michael H. Comer			44			Senior Vice President, Chief Accounting Officer Michael H. Comer served as the Company’s Vice President and Chief Accounting Officer since August 2003 and was elected Senior Vice President in February 2005. Prior to joining the Company, Mr. Comer was Controller at Washington Real Estate Investment Trust (WRIT), a Washington, D.C.-based, diversified real estate investment trust, where from 1999 to 2003 he was responsible for overseeing the Company’s accounting operations and its internal and external financial reporting. Prior to his tenure at WRIT, he was a manager in corporate accounting at The Federal Home Loan Mortgage Corp., and, prior to that position, was with KPMG LLP in Washington, D.C. where he performed audit, consultation and advisory services from 1990 to 1994. He is a CPA and a graduate of the University of Maryland where he received a Bachelor of Science in Accounting. Mr. Comer is a member of the American Institute of Certified Public Accountants and NAREIT.
Timothy M. Zulick			46			Senior Vice President, Leasing Timothy M. Zulick has served as Senior Vice President, Leasing since August 2004. Prior to joining the Company, Mr. Zulick was Senior Vice President at Trammell Crow Company where, from 1998 to 2004, he concentrated on leasing, sales and development of business park and industrial properties in the Baltimore-Washington Corridor. From 1994 to 1998, he worked as a tenant and landlord representative with Casey ONCOR International where he also focused on leasing and sales of industrial properties. Prior to that, Mr. Zulick was with Colliers Pinkard and specialized in the valuation of commercial real estate in Maryland. He received a Bachelors degree in Business Administration from Roanoke College. Mr. Zulick is a licensed real estate person and an active member of the Society of Industrial and Office Realtors (SIOR).

The Company’s Market

     The Company operates and invests in business parks, industrial properties and smaller office properties (less than 200,000 square feet) in the Southern Mid-Atlantic region. Within this area, the Company’s primary target market is the Washington, D.C. metropolitan statistical area (“MSA”), which includes the northern Virginia and the suburban Maryland markets. The Company derives approximately 60% of its annualized base rent and 6.0 million, or 51%, of its rentable square footage from the Washington, D.C. MSA. The Company’s other primary markets are in southern Virginia, specifically the Richmond and Norfolk MSA, which together contribute roughly 35% of the Company’s annualized base rent and represent 5.1 million square feet, or 44%, of the Company’s rentable square footage. The Company also operates a 600,000 square foot portfolio of assets in Baltimore, MD, which represents 5% of its annualized rent and 5% of the Company’s rentable square footage.

     According to data from CoStar Group, a commercial real estate information provider, the Washington, D.C. MSA contains approximately 250 million square feet of business park, industrial and smaller office property, which the Company estimates has an aggregate fair value of nearly $50 billion, based on its knowledge of comparable per square foot sale prices of these property classes in this region.

     The Washington, D.C. MSA has the largest economy of the Company’s target markets. In addition to its size, the Washington, D.C. MSA also boasts one of the most stable regional economies in the country, primarily attributable to the presence of the U.S. Government and the numerous contractors that service the U.S. Government. The regional economy is supported by the spending of the U.S. Government, which accounts for over $130 billion of annual spending in the Washington D.C. MSA. The region continues to capture a disproportionate share of government expenditures, further enhancing the region’s economic profile and helping to temper the negative impact of national economic cycles on the regional economy and

employment. The Washington, D.C. MSA is the country’s ninth largest metropolitan area in population and has the second lowest unemployment rate for metropolitan areas with population of one million or more according to the U.S. Department of Labor.

     Norfolk, Virginia is the Company’s second largest market when measured by annualized base rent and square footage. The Company owns roughly 3.4 million square feet in Norfolk and derives approximately 24% of its annualized base rent from the market. Norfolk is home to the largest military station in the world, according to the United States Navy, and has an even larger percentage of federal government employees than Washington, D.C. In December of 2009, the Virginia Beach, Norfolk-Newport News metropolitan statistical area had the fifth lowest unemployment rate for large metropolitan areas at 6.9% based on BLS data. In addition, the Norfolk port is the third busiest port, in terms of container volume, on the East Coast of the United States.

     The Company owns approximately 1.7 million square feet in Richmond, Virginia and derives approximately 11% of annualized base rent from the market. Richmond, the capital of Virginia, maintains a market demand for smaller to mid-size tenants and, as the state capital, benefits from the sizable presence of state government. Five Fortune 500 companies also choose to make Richmond their headquarters, complementing the strong government demand. The unemployment rate in the Richmond MSA at December 31, 2009 was 7.8%, markedly better than the 9.7% national average.

     Increases in U.S. Government spending relating to national defense, including increased military and defense spending by the Department of Defense and the Department of Homeland Security, has benefited the business park, industrial and smaller office property markets in the Southern Mid-Atlantic region. The Company believes that additional defense and homeland security related spending, as well as spending from the 2009 stimulus package will continue to create demand for commercial properties in its markets.

Competition

     We compete with other REITs, other public and private real estate companies, private real estate investors and lenders in acquiring properties. Many of these entities have greater resources than we do or other competitive advantages. We also face competition in leasing or subleasing available properties to prospective tenants.

     We compete with other REITs, other public and private real estate companies, private real estate investors and lenders in acquiring properties. We believe that our management’s experience and relationships in, and local knowledge of, the markets in which we operate put us at a competitive advantage when seeking acquisitions. However, many of our competitors have greater resources that we do, or may have a more flexible capital structure when seeking to finance acquisitions. We also face competition in leasing or subleasing available properties to prospective tenants. Some real estate operators may be willing to enter into leases at lower rental rates (particularly if tenants, due to the economy, seek lower rents). However, we believe that our intensive management services are attractive to tenants, and serve as a competitive advantage.

Environmental Matters

     Under various federal, state and local environmental laws and regulations, a current or previous owner, operator or tenant of real estate property may be required to investigate and clean up hazardous or toxic substances or petroleum product releases or threats of releases at such property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean up and monitoring costs incurred by such parties in connection with the actual or threatened contamination. Such laws typically impose clean up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under such laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken. These costs may be substantial, and can exceed the fair value of the property. The presence of contamination or the failure to properly remediate contamination on such property may adversely affect the ability of the owner, operator or tenant to sell or rent such property or to borrow using such property as collateral, and may adversely impact our investment in a property.

     Federal regulations require building owners and those exercising control over a building’s management to identify and warn, via signs and labels, of potential hazards posed by workplace exposure to installed asbestos-containing materials and potentially asbestos-containing materials in their building. The regulations also set forth employee training, record keeping and due diligence requirements pertaining to asbestos-containing materials and potentially asbestos-containing materials. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to asbestos-

containing materials and potentially asbestos-containing materials as a result of the regulations. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of asbestos-containing materials. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials.

     Prior to closing any property acquisition, if appropriate, the Company obtains such environmental assessments as may be prudent in order to attempt to identify potential environmental concerns at such properties. These assessments are carried out in accordance with an appropriate level of due diligence and generally may include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs. The Company may also conduct limited subsurface investigations and test for substances of concern where the results of the first phase of the environmental assessments or other information, indicates possible contamination or where the Company’s consultants recommend such procedures.

     The Company believes that its properties are in compliance in all material respects with all federal and state regulations regarding hazardous or toxic substances and other environmental matters. The Company has not been notified by any governmental authority of any material non-compliance, liability or claim relating to hazardous or toxic substances or other environmental matter in connection with any of its properties.

Employees

     The Company had 140 employees as of February 19, 2010. The Company believes relations with its employees are good.

Availability of Reports Filed with the Securities and Exchange Commission

     A copy of this Annual Report on Form 10-K, as well as the Company’s quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, on its Internet Web site (www.first-potomac.com). All of these reports are made available on the Company’s Web site as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). The Company’s Governance Guidelines and Code of Business Conduct and Ethics and the charters of the Audit, Finance and Investment, Compensation and Nominating and Governance Committees of the Board of Trustees are also available on the Company’s Web site at www.first-potomac.com, and are available in print to any shareholder upon request in writing to First Potomac Realty Trust, c/o Investor Relations, 7600 Wisconsin Avenue, 11^th Floor, Bethesda, MD 20814. The information on the Company’s Web site is not, and shall not be deemed to be, a part of this report or incorporated into any other filing it makes with the SEC.

ITEM 1A. RISK FACTORS

     An investment in our Company involves various risks, including the risk that an investor might lose its entire investment. The following discussion concerns some of the risks associated with our business. These risks are interrelated and should be considered collectively. The risks described below are not the only risks that may affect us. Additional risks and uncertainties not presently known to us or not identified below, may also materially and adversely affect our business, financial condition, results of operations and ability to make distributions to our security holders.

Risks Related to Our Business and Properties

     If current adverse global market and economic conditions continue or worsen, our business, results of operations, cash flow and financial condition may be materially adversely affected.

     Overall financial market and economic conditions have been challenging in recent years, with significantly tighter credit markets and a recession that persisted through 2008 and much of 2009. The challenging economic conditions have continued into 2010 and could persist throughout the year. These conditions, combined with the ongoing difficult financial conditions being faced by numerous financial institutions, high unemployment and declining residential and commercial real estate markets, among other things, have contributed to ongoing market volatility and diminished expectations for the U.S. and other economies.

     As a result of these conditions, the cost and availability of credit has been and may continue to be adversely affected in the markets in which we own properties and we and our tenants conduct operations. Concern about the stability of the markets generally and the strength of numerous financial institutions specifically has led many lenders and institutional investors to reduce, and in some cases, cease, to provide funding to borrowers. Continued turbulence in the U.S. and international markets and economies may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants and our lenders. If these market and economic conditions continue, they may limit our ability, and the ability of our tenants, to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may result in material adverse effects on our and our tenants’ financial condition and results of operations. In particular, if our tenants’ businesses or ability to obtain financing deteriorates further, they may be unable to pay rent to us, which could have a material adverse effect on our cash flow.

     In addition, our access to funds under our revolving credit facility depends on the ability of the lenders that are parties to such facility to meet their funding commitment to us. We cannot assure you that continuing long-term disruptions in the global economy and the continuation of tighter credit conditions among, and potential failures of, third party financial institutions as a result of such disruptions, will not have an adverse effect on our lenders. If our lenders are not able to meet their funding commitment to us, our business, results of operation, cash flow and financial condition would be materially adversely affected.

     In response to the deteriorating market and economic conditions in the U.S. and international markets, U.S. and foreign governments, central banks and other governmental and regulatory bodies have taken, or are considering taking, actions to help stabilize the banking system and financial markets and to reduce the severity of the current economic conditions. We cannot predict the duration or severity of the current economic challenges, nor can we provide assurance that our responses to the current economic downturn, or the U.S. and foreign governments, central banks and other governmental and regulatory bodies attempts to stabilize the banking system and financial markets and to stimulate the economy, will be successful.

     We may not be able to access adequate cash to fund our business, which could have a material adverse effect on our results of operations, financial condition and cash flow.

     Our business requires access to adequate cash to finance our operations, distributions, capital expenditures, debt service obligations, development and redevelopment costs and property acquisition costs, if any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowings under our unsecured revolving credit facility and secured term loans, proceeds from sales of strategically identified assets and potential joint ventures and, when market conditions permit, through the issuance of debt and equity securities from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable to renew leases, lease vacant space or re-lease space as leases expire according to expectations. This risk may be even more pronounced given the ongoing challenging economic conditions being faced by our tenants.

     Moreover, difficult conditions in the financial markets, and the economy generally, have caused many lenders, including our own, to suffer substantial losses, thereby causing many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. As a result, the real estate debt markets are experiencing a period of uncertainty, which

may reduce our access to funding alternatives, or our ability to refinance debt on favorable terms, or at all. In addition, market conditions, such as the current global economic environment, may also hinder our ability to complete joint venture transactions, sell strategically identified assets and access the debt and equity capital markets. If these conditions persist, we may need to find alternative ways to access cash to fund our business, including distributions to shareholders. Such alternatives may include, without limitation, curtailing development or redevelopment activity, disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would, all of which could adversely affect our profitability. If we are unable to generate, borrow or raise adequate cash to fund our business through traditional or alternative means, our business, results of operations, financial condition, cash flow and distribution to shareholders will be materially adversely affected.

     We are subject to the credit risk of our tenants, who may declare bankruptcy or otherwise fail to make lease payments, which could have a material adverse effect on our results of operations and cash flow.

     We are subject to the credit risk of our tenants. We cannot assure you that our tenants will not default on their leases and fail to make rental payments to us. In particular, the global recession, the disruptions in the financial and credit markets, local economic conditions and other factors affecting the industries in which our tenants operate may affect our tenants’ ability to obtain financing to operate their businesses or continue to profitability execute their business plans. This, in turn, may cause our tenants to be unable to meet their financial obligations, including making rental payments to us, which may result in their bankruptcy or insolvency. A tenant in bankruptcy may be able to restrict our ability to collect unpaid rent and interest during the bankruptcy proceeding and may reject the lease. In the event of the tenant’s breach of its obligations to us or its rejection of the lease in bankruptcy proceedings, we may be unable to locate a replacement tenant in a timely manner or on comparable or better terms. The loss of rental revenues from any of our larger tenants, a number of our smaller tenants or any combination thereof, combined with our inability to replace such tenants on a timely basis may materially adversely affect our results of operations and cash flow.

     A majority of our tenants hold leases covering less than 10,000 square feet. Many of these tenants are small companies with nominal net worth, and therefore may be challenged in operating their businesses during economic downturns. The loss of rental revenues from any of our larger tenants or a number of our smaller tenants may materially adversely affect our results of operations and cash flow.

     Loss of the U.S. Government as a tenant could have a material adverse effect on our results of operations and cash flow, and could cause an impairment of the value of some of our properties.

     The U.S. Government accounted for 6.6% of our total annualized rental revenue as of December 31, 2009. Some of our leases with the U.S. Government are for relatively short terms or provide for early termination rights, including termination for convenience or in the event of a budget shortfall. Further, on July 31, 2003, the United States Department of Defense issued the Unified Facilities Criteria (the “UFC”), which establish minimum antiterrorism standards for the design and construction of new and existing buildings leased by the departments and agencies of the Department of Defense. The loss of the federal government as a tenant resulting from our inability to comply with the UFC standards or for any other reason, including pursuant to the government’s contractual termination rights, or the loss of a future significant tenant would have a material adverse effect on our results of operations and could cause the value of our affected properties to be impaired. A reduction or elimination of rent from the U.S. Government or other significant tenants would also materially reduce our cash flow and adversely affect our ability to make distributions to our security holders.

     We may be unable to renew expiring leases or re-lease vacant space on a timely basis or on attractive terms, which could have a material adverse effect on our results of operations and cash flow.

     Approximately 10.2% and 18.6% of our annualized base rent is scheduled to expire during 2010 and 2011, respectively. Current tenants may not renew their leases upon the expiration of their terms. Alternatively, current tenants may attempt to terminate their leases prior to the expiration of their current terms. For example, as discussed in the risk factor above, our leases with the U.S. Government include favorable tenant termination provisions. If non-renewals or terminations occur, we may not be able to locate qualified replacement tenants (particularly in light of the ongoing challenging economic conditions in the U.S.) and, as a result, we could lose a significant source of revenue while remaining responsible for the payment of our financial obligations. Moreover, the terms of a renewal or new lease, including the amount of rent, may be less favorable to us than the current lease terms, or we may be forced to provide tenant improvements at our expense or provide other concessions or additional services to maintain or attract tenants. Any of these factors could cause a decline in lease revenue, which would have a material adverse effect on our results of operations and cash flow.

     Our debt level may have a negative impact on our results of operations, financial condition, cash flow and our ability to pursue growth through acquisitions and development projects.

     As of December 31, 2009, we had approximately $645 million of outstanding indebtednesses, consisting principally of our mortgage debt, convertible notes, senior unsecured notes, terms loans and amounts outstanding under our credit facility. We will incur additional indebtedness in the future in connection with, among other things, our acquisition, development and operating activities.

     Our use of debt financing creates risks, including risks that:

	•		our cash flow will be insufficient to make required payments of principal and interest;
	•		we will be unable to refinance some or all of our indebtedness or that any refinancing will not be on terms as favorable as those of the existing indebtedness;
	•		required debt payments will not be reduced if the economic performance of any property declines;
	•		debt service obligations will reduce funds available for distribution to our security holders and funds available for acquisitions;
	•		most of our secured debt obligations require the lender to be made whole to the extent we decide to pay off the debt prior to the maturity date;
	•		any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and
	•		certain defaults under our mortgage loan documents or other indebtedness could cause a default under, and the acceleration of payments related to, certain of our indebtedness, including as of December 31, 2009 our Senior Series A and Series B Notes in the aggregate outstanding principal amount of $75 million, our unsecured revolving credit facility in an aggregate outstanding amount of $159 million, our two secured term loans in the aggregate outstanding amount of $60 million, and our Exchangeable Senior Notes in an aggregate outstanding amount of $50.5 million.

     If the economic performance of any of our properties declines, our ability to make debt service payments would be adversely affected. If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, we may lose that property to lender foreclosure with a resulting loss of income and asset value.

     In addition, under the covenants of our unsecured revolving credit facility, secured term loans and senior notes, we have certain restrictions on the amount of debt we are allowed to incur. Our leverage levels may make it difficult to obtain additional financing based on our current portfolio or to refinance existing debt on favorable terms or at all. Failure to obtain additional financing could impede our ability to grow and develop our business through, among other things, acquisitions and developments. Our leverage levels also may adversely affect the market price of our securities if an investment in our Company is perceived to be more risky than an investment in our peers.

     We may be required to repay or refinance a portion of our mortgage indebtedness prior to its maturity date, which could have a material adverse effect on our financial condition and results of operations

     Certain of our subsidiaries are borrowers on mortgage indebtedness, the terms of which prohibit certain direct or indirect transfers of ownership interests in the borrower subsidiary (a “Prohibited Transfer”). Under the terms of the mortgage loan documents, a lender could assert that a Prohibited Transfer includes the trading of our common shares on the NYSE, the issuance of common shares by us, or the issuance of units of limited partnership interest in our operating partnership. As of December 31, 2009, we believe that there were twelve mortgage loans with such Prohibited Transfer provisions, representing an aggregate principal amount outstanding of approximately $132 million. Two of these mortgage loans were entered into prior to our initial public offering (“IPO”) in 2003 and ten were assumed subsequent to our IPO. In each instance, we received the consent of the mortgage lender to consummate our IPO (for the two pre-IPO loans) or to acquire the property or the ownership interests of the borrower (for the post-IPO loans), including the assumption by our subsidiary of the mortgage loan. Generally, the underlying mortgage documents, previously applicable to a privately held owner, were not changed at the time of the IPO or the later loan assumptions, although we believe that each of the lenders or servicers was aware that the borrower’s ultimate parent was or would become a publicly traded company.

     Subsequent to the IPO and the assumption of these additional mortgage loans, the Company has issued new common shares and shares of the Company have been transferred on the NYSE. Similarly, our operating partnership has issued units of limited partnership interest. To date, no lender or servicer has asserted that a Prohibited Transfer has occurred as a result of any such transfer of shares or units of limited partnership interest. However, we can provide no assurance that, in the future, a mortgage lender would not seek to assert that a Prohibited Transfer has occurred and to seek to accelerate the amounts due under the mortgage loan and demand immediate repayment. In such event, we believe that we have strong defenses to any such claims

and would vigorously defend against any such action. Nonetheless, if a lender were to be successful in any such action, we could be required to immediately repay or refinance the amounts outstanding, or the lender may be able to foreclose on the property securing the loan or take other adverse actions. In addition, in certain cases a Prohibited Transfer could result in the loan becoming full recourse to us or our operating partnership. We can provide no assurance that we would be able to repay or refinance one or more mortgage loans on favorable terms or at all if it were to be successfully accelerated by the lender(s) thereof, which could have a material adverse affect on our financial condition and results of operations. In addition, as described above in the risk factor entitled “Our debt level may have a negative impact on our results of operations, financial condition, cash flow and our ability to pursue growth through acquisitions and development projects,” if a violation of a Prohibited Transfer provision were to occur that would permit our mortgage lenders to accelerate the indebtedness owed to them, it could result in an event of default under our Senior Unsecured Series A and Series B Notes, our unsecured revolving credit facility, our two secured term loans and our Exchangeable Senior Notes.

     Newly developed and acquired properties may not produce the returns that we expect, particularly in the current global economic environment, which could materially adversely affect our results of operations.

     Over the last few years, we have focused our efforts on the acquisition, development and redevelopment of business parks and industrial properties. We intend to continue to acquire and develop business park and industrial properties. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected occupancy and rental rates. For properties placed into development or acquired shortly before the recent economic downturn, we estimated occupancy and rental rates without the benefit of knowing how those assumptions might be impacted by the changing economic conditions that followed. Additionally, we have acquired, and may continue to acquire, properties not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is more fully leased at favorable rental rates. If our estimated return on investment for the property proves to be inaccurate and the property is unable to achieve the expected occupancy and rental rates, it may fail to perform as we expected in originally analyzing the investment, thereby having a material adverse effect on our results of operations.

     In addition, when we acquire a property, we often plan to reposition or redevelop that property with the goal of increasing profitability. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals. If one or more of these new properties do not perform as expected or we are unable to successfully integrate new properties into our existing operations, our results of operations may be materially adversely affected.

     Our business strategy contemplates expansion through acquisition and we may not be able to adapt our management and operational systems to successfully integrate new properties into our portfolio without unanticipated disruption or expense, which could have a material adverse effect on our results of operations and financial condition.

     Our business strategy contemplates expansion through acquisition. As we increase the size of our portfolio, we cannot assure you that we will be able to adapt our management, administrative, accounting and operational systems, or hire and retain sufficient operational staff to integrate new properties into our portfolio or manage any future acquisitions of properties without operating disruptions or unanticipated costs. Our acquisitions of properties will generate additional operating expenses that we will be required to pay. Our past growth has required, and our growth will continue to require, increased investment in management personnel, professional fees, other personnel, financial and management systems and controls and facilities, which could cause our operating margins to decline from historical levels, especially in the absence of revenue growth. As we acquire additional properties, we will be subject to risks associated with managing new properties, including tenant retention and mortgage default. Our failure to successfully integrate acquisitions into our portfolio and manage our growth could have a material adverse effect on our results of operations and financial condition.

     Our variable rate debt subjects us to interest rate risk.

     We have an unsecured revolving credit facility, two secured term loans in an aggregate amount of $60.0 million and certain other debt, some of which is unhedged, that bears interest at a variable rate. As of December 31, 2009, we had $229.8 million of variable rate debt, of which, $94.9 million was hedged through various interest rate swap agreements that effectively fixed the variable component of the contractual interest rates. We may incur additional variable rate debt in the future. Increases in interest rates on variable rate debt would increase our interest expense, if not hedged properly or at all, which would adversely affect net earnings and cash available for payment of our debt obligations and distributions to our security holders. For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2009 increased by 1%, or 100 basis points, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flow by approximately $1.3 million annually.

     We have and may continue to engage in hedging transactions, which can limit our gains and increase exposure to losses.

     We have and may continue to enter into hedging transactions to attempt to protect us from the effects of interest rate fluctuations on floating rate debt, or in some cases, prior to a proposed debt issuance. Our hedging transactions may include entering into interest rate swap agreements or interest rate cap or floor agreements, or other interest rate exchange contracts. Hedging activities may not have the desired beneficial impact on our results of operations or financial condition. No hedging activity can completely insulate us from the risks associated with changes in interest rates. Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other things:

	•		available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection;
	•		the duration of the hedge may not match the duration of the related liability;
	•		the party owing money in the hedging transaction may default on its obligation to pay;
	•		the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
	•		the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value. Downward adjustments, or “mark-to-market losses,” would reduce our shareholders’ equity.

          Hedging involves risk and typically involves costs, including transaction costs that may reduce our overall returns on our investments. These costs increase as the period covered by the hedging increases and during periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distribution to shareholders. We generally intend to hedge as much of the interest rate risk as management determines is in our best interests given the cost of such hedging transactions. REIT qualification rules may limit our ability to enter into hedging transactions by requiring us to limit our income from hedges. If we are unable to hedge effectively because of the REIT rules, we will face greater interest rate exposure.

     We compete with other parties for tenants and property acquisitions.

     Our business strategy contemplates expansion through acquisition. The commercial real estate industry is highly competitive, and we compete with substantially larger companies, including substantially larger REITs and institutional investment funds, for the acquisition, development and leasing of properties. As a result, we may not be able or have the opportunity to make suitable investments on favorable terms in the future, which may impede our growth and/or have a material adverse effect on our results of operations.

     We also face significant competition for tenants in our properties from owners and operators of business park and industrial properties who may be more willing to make space available to prospective tenants at lower prices than comparable spaces in our properties, especially in difficult economic times. Thus, competition could negatively affect our ability to attract and retain tenants and may reduce the rents we are able to charge, which could materially and adversely affect our results of operations.

     All of our properties are located in the Southern Mid-Atlantic region, making us vulnerable to changes in economic, regulatory or other conditions in that region that could have a material adverse effect on our results of operations.

     All of our properties are located in the Southern Mid-Atlantic region, exposing us to greater risks than if we owned properties in multiple geographic regions. Economic conditions in the Southern Mid-Atlantic region may significantly affect the occupancy and rental rates of our properties. A decline in occupancy and rental rates, in turn, may significantly affect our profitability and our ability to satisfy our financial obligations. There can be no assurance that these markets will continue to grow or that favorable economic conditions will exist. Further, the economic condition of the region may also depend on one or more industries and, therefore, an economic downturn in one of these industry sectors may adversely affect our performance. For example, the U.S. Government, which has a large presence in our markets, accounted for 6.6% of our total annualized rental revenue as of December 31, 2009. We are therefore directly affected by decreases in federal government spending (either directly through the potential loss of a U.S. Government tenant or indirectly if the businesses of tenants that contract with the U.S. Government are negatively impacted). In addition to economic conditions, we may also be subject to changes in the region’s regulatory environment (such as increases in real estate and other taxes, costs of complying with government regulations or increased regulation and other factors) or other adverse conditions or events (such as natural disasters). Thus, adverse developments and/or conditions in the Southern Mid-Atlantic region could reduce demand for space, impact the credit-worthiness of our tenants or force our tenants to curtail operations, which could impair their ability to meet their rent obligations to us and, accordingly, could have a material adverse effect on our results of operations.

     Development and construction risks could materially adversely affect our results of operations and growth prospects.

     Our renovation, redevelopment, development and related construction activities may subject us to the following risks:

	•		we may be unable to obtain, or suffer delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased costs or our abandonment of these projects;
	•		we may incur construction costs for a property that exceeds our original estimates due to increased costs for materials or labor or other costs that we did not anticipate;
	•		we may not be able to obtain financing on favorable terms, if at all, which may render us unable to proceed with our development activities; and
	•		we may be unable to complete construction and lease-up of a property on schedule, which could result in increased debt service expense or construction costs.

     Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for a significant cash return. Because we are required to make cash distributions to our shareholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Any of these conditions could materially adversely affect our results of operations and growth prospects.

     Failure to succeed in new markets may limit our growth and/or have a material adverse effect on our results of operations.

     We may make selected acquisitions outside our current geographic market from time to time as appropriate opportunities arise. Our historical experience is in the Southern Mid-Atlantic region, and we may not be able to operate successfully in other market areas where we have limited or no experience. We may be exposed to a variety of risks if we choose to enter new markets. These risks include, among others:

	•		a lack of market knowledge and understanding of the local economies;
	•		an inability to identify promising acquisition or development opportunities;
	•		an inability to identify and cultivate relationships that, similar to our relationships in the Southern Mid-Atlantic region, are important to successfully effecting our business plan;
	•		an inability to employ construction trades people; and
	•		a lack of familiarity with local government and permitting procedures.

     Any of these factors could adversely affect the profitability of projects outside our current markets and limit the success of our acquisition and development strategy. If our acquisition and development strategy is negatively affected, our growth may be impeded and our results of operations materially adversely affected.

     Under some of our leases, tenants have the right to terminate prior to the scheduled expiration of the lease, which could have a material adverse effect on our results of operations and cash flow.

     Some of our leases for our current properties provide tenants with the right to terminate prior to the scheduled expiration of the lease. If a tenant terminates its lease with us prior to the expiration of the term, we may be unable to re-lease that space on as favorable terms, or at all, which could materially adversely affect our results of operations, cash flow and our ability to make distributions to our security holders. This risk may be more pronounced with respect to our U.S Government tenants. See “Loss of the U.S. Government as a tenant could have a material adverse effect on our results of operations and cash flow, and could cause an impairment of the value of some of our properties,” above.

     Property owned through joint ventures, or in limited liability companies and partnerships in which we are not the sole equity holder, may limit our ability to act exclusively in our interests.

     We have, and may in the future, make investments through partnerships, limited liability companies or joint ventures.. Partnership, limited liability company or joint venture investments may involve various risks, including the following:

	•		our partners, co-members or joint ventures might become bankrupt (in which event we and any other remaining general partners or joint ventures would generally remain liable for the liabilities of the partnership or joint venture);
	•		our partners, co-members or joint ventures might at any time have economic or other business interests or goals that are inconsistent with our business interests or goals;
	•		our partners, co-members or joint ventures may be in a position to take action contrary to our instructions, requests, policies, or objectives, including our current policy with respect to maintaining our qualification as a real estate investment trust; and
	•		agreements governing joint ventures, limited liability companies and partnerships often contain restrictions on the transfer of a joint venture’s, member’s or partner’s interest or “buy-sell” or other provisions that may result in a purchase or sale of the interest at a disadvantageous time or on disadvantageous terms.

     Our organizational documents do not limit the amount of available funds that we may invest in partnerships, limited liability companies or joint ventures. The occurrence of one or more of the events described above could adversely affect our financial condition, results of operations, cash flow and ability to make distributions with respect to, and the market price of, our securities.

Risks Related to Our Organization and Structure

     Our executive officers have agreements that provide them with benefits in the event of a change in control of our Company or if their employment agreement is terminated without cause or not renewed, which could prevent or deter a change in control of our Company.

     We have entered into employment agreements with our executive officers, Douglas J. Donatelli, Nicholas R. Smith, Barry H. Bass, James H. Dawson and Joel F. Bonder, that provide them with severance benefits if their employment ends under certain circumstances following a change in control of our Company, terminated without cause, or if the executive officer resigns for “good reason” as defined in the employment agreements. These benefits could increase the cost to a potential acquirer of our Company and thereby prevent or deter a change in control of the Company that might involve a premium price for our securities or otherwise be in the interests of our security holders.

     We may experience conflicts of interest with several members of our board of trustees and our executive officers relating to their ownership of units of our Operating Partnership.

     Some of our trustees and executive officers may have conflicting duties because, in their capacities as our trustees and executive officers, they have a duty to our Company, and in our capacity as general partner of our Operating Partnership, they have a fiduciary duty to the limited partners, and some of them are themselves limited partners and own a significant number of units of limited partner interest in our Operating Partnership. These conflicts of interest could lead to decisions that are not in your best interest. Conflicts may arise when the interests of our shareholders and the limited partners of our Operating Partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners, such as upon the sale of assets or the repayment of indebtedness.

     We depend on key personnel, particularly Mr. Douglas J. Donatelli, with long-standing business relationships, the loss of whom could threaten our ability to operate our business successfully and have other negative implications under certain of our indebtedness.

     Our future success depends, to a significant extent, upon the continued services of our senior management team, including Douglas J. Donatelli. In particular, the extent and nature of the relationships that Mr. Donatelli has developed in the real estate community in our markets is critically important to the success of our business. Although we have an employment agreement with Mr. Donatelli and other key executive officers, there is no guarantee that Mr. Donatelli or our other key executive officers will remain employed with us. We do not maintain key person life insurance on any of our officers. The loss of services of one or more members of our senior management team, particularly Mr. Donatelli, would harm our business and prospects. Further,

loss of a member of our senior management team could be negatively perceived in the capital markets, which could have an adverse effect on the market price of our securities.

     Further, the terms of certain of our debt instruments, including one of our term loans, includes a default provision whereby if any two of Douglas Donatelli, Nicholas Smith or Barry Bass, three of our executive officers, cease to maintain their current positions or duties at our company for any reason, a default under such debt could be triggered unless, within six months, our board has appointed a qualified substitute individual acceptable to the majority of the lenders in their sole discretion.

     One of our trustees may have conflicts of interest with our Company.

     One of our Company’s trustees, Terry L. Stevens, currently serves as Senior Vice President and Chief Financial Officer of Highwoods Properties, Inc., a fully integrated, North Carolina-based REIT that owns, leases, manages, develops and constructs office and retail properties, some of which are located in our target markets. As a result, conflicts may arise when we and Highwoods Properties, Inc. compete in the same markets for properties, tenants, personnel and other services.

     Our rights and the rights of our security holders to take action against our trustees and officers are limited, which could limit your recourse in the event of actions not in your best interests.

     Maryland law generally provides that a trustee has no liability for actions taken as a trustee, but may not be relieved of any liability to the company or its security holders for actions taken in bad faith, with willful misfeasance, gross negligence or reckless disregard for his or her duties. Our amended and restated declaration of trust authorizes us to indemnify, and to pay or reimburse reasonable expenses to, our trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. In addition, our declaration of trust limits the liability of our trustees and officers for money damages, except as otherwise prohibited by Maryland law or for liability resulting from:

	•		actual receipt of an improper benefit or profit in money, property or services; or
	•		a final judgment or other final adjudication based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.

     As a result, we and our security holders may have more limited rights against our trustees than might otherwise exist. Our amended and restated bylaws require us to indemnify each trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service to us. In addition, we may be obligated to fund the defense costs incurred by our trustees and officers.

     Our board of trustees may approve the issuance of preferred shares with terms that may discourage a third party from acquiring us.

     Our declaration of trust permits our board of trustees to issue up to 50 million preferred shares, issuable in one or more classes or series. Our board of trustees may increase the number of preferred shares authorized by our declaration of trust without shareholder approval. Our board of trustees may also classify or reclassify any unissued preferred shares and establish the preferences and rights (including the right to vote, to participate in earnings and to convert into securities) of any such preferred shares, which rights may be superior to those of our common shares. Thus, our board of trustees could authorize the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of the common shares might receive a premium for their shares over the then current market price of our common shares.

     Our ownership limitations may restrict business combination opportunities.

     To qualify as a REIT under the Internal Revenue Code, no more than 50% of the value of our outstanding shares of beneficial interest may be owned, directly or under applicable attribution rules, by five or fewer individuals (as defined to include certain entities) during the last half of each taxable year (other than our first REIT taxable year). To preserve our REIT qualification, our declaration of trust generally prohibits direct or indirect beneficial ownership (as defined under the Code) by any person of (i) more than 8.75% of the number or value of our outstanding common shares or (ii) more than 8.75% of the value of our outstanding shares of all classes. Generally, shares owned by affiliated owners will be aggregated for purposes of the ownership limitation. Our declaration of trust has created a special higher ownership limitation of no more than 14.9% for the group comprised of Louis T. Donatelli, Douglas J. Donatelli and certain related persons. Unless the applicable ownership limitation is waived by our board of trustees prior to transfer, any transfer of our common shares that would violate the ownership limitation will be null and void, and the intended transferee will acquire no rights in such shares. Common shares that would otherwise be

held in violation of the ownership limit will be designated as “shares-in-trust” and transferred automatically to a trust effective on the day before the purported transfer or other event giving rise to such excess ownership. The beneficiary of the trust will be one or more charitable organizations named by us. The ownership limitation could have the effect of delaying, deterring or preventing a change in control or other transaction in which holders of common shares might receive a premium for their common shares over the then current market price or that such holders might believe to be otherwise in their best interests. The ownership limitation provisions also may make our common shares an unsuitable investment vehicle for any person seeking to obtain, either alone or with others as a group, ownership of (i) more than 8.75% of the number or value of our outstanding common shares or (ii) more than 8.75% in value of our outstanding shares of all classes.

     Our board of trustees may change our investment and operational policies and practices without a vote of our security holders, which limits your control of our policies and practices.

     Our major policies, including our policies and practices with respect to investments, financing, growth, debt capitalization, REIT qualification and distributions, are determined by our board of trustees. Although we have no present intention to do so, our board of trustees may amend or revise these and other policies from time to time without a vote of our security holders. Accordingly, our security holders have limited control over changes in our policies.

     Our declaration of trust and bylaws do not limit the amount of indebtedness that we or our Operating Partnership may incur. If we become highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and harm our financial condition.

     Our declaration of trust contains provisions that make removal of our trustees difficult, which could make it difficult for our shareholders to effect changes to our management.

     Our declaration of trust provides that a trustee may be removed, with or without cause, only upon the affirmative vote of holders of a majority of our outstanding common shares. Vacancies may be filled by the board of trustees. This requirement makes it more difficult to change our management by removing and replacing trustees.

     Our bylaws may only be amended by our board of trustees, which could limit your control of certain aspects of our corporate governance.

     Our board of trustees has the sole authority to amend our bylaws. Thus, the board is able to amend the bylaws in a way that may be detrimental to your interests.

     Maryland law may discourage a third party from acquiring us.

     Maryland law provides broad discretion to our board of trustees with respect to their duties as trustees in considering a change in control of our Company, including that our board is subject to no greater level of scrutiny in considering a change in control transaction than with respect to any other act by our board.

     The Maryland Business Combination Act restricts mergers and other business combinations between our Company and an interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes special shareholder voting requirements on these combinations. An “interested shareholder” is defined as any person who is the beneficial owner of 10% or more of the voting power of our common shares and also includes any of our affiliates or associates that, at any time within the two year period prior to the date of a proposed merger or other business combination, was the beneficial owner of 10% or more of our voting power. Additionally, the “control shares” provisions of the Maryland General Corporation Law, or MGCL, are applicable to us as if we were a corporation. These provisions eliminate the voting rights of issued and outstanding shares acquired in quantities so as to constitute “control shares,” as defined under the MGCL, unless our shareholders approve such voting rights by the affirmative vote of at least two-thirds of all votes entitled to be cast on the matter, excluding all interested shares and shares held by our trustees and officers. “Control shares” are generally defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees. Our amended and restated declaration of trust and/or bylaws, provide that we are not bound by the Maryland Business Combination Act or the control share acquisition statute. However, in the case of the control share acquisition statute, our board of trustees may opt to make this statute applicable to us at any time by amending our bylaws, and may do so on a retroactive basis. We could also opt to make the Maryland Business Combination Act applicable to us by amending our declaration of trust by a vote of a majority of our outstanding common shares. Finally, the “unsolicited takeovers” provisions of the MGCL permit our board of trustees, without shareholder approval and regardless of what is currently provided in our declaration of trust or bylaws, to implement certain provisions that may have the effect of inhibiting a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing a change in

control of our Company under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then current market price or that shareholders may otherwise believe is in their best interests.

Risks Related to the Real Estate Industry

     Real estate investments are inherently risky, which could materially adversely affect our results of operations and cash flow.

     Real estate investments are subject to varying degrees of risk. If we acquire or develop properties and they do not generate sufficient operating cash flow to meet operating expenses, including debt service, capital expenditures and tenant improvements, our results of operations, cash flow and ability to make distributions to our security holders will be materially adversely affected. Income from properties may be adversely affected by, among other things,:

	•		downturns in the national, regional and local economic conditions;
	•		declines in the financial condition of our tenants and our ability to collect rents from our tenants;
	•		decreases in rent and/or occupancy rates due to competition, oversupply or other factors;
	•		increases in operating costs such as real estate taxes, insurance premiums, site maintenance and utilities;
	•		vacancies and the need to periodically repair, renovate and re-lease space, or significant capital expenditures;
	•		reduced capital investment in or demand for real estate in the future;
	•		costs of remediation and liabilities associated with environmental conditions;
	•		terrorist acts or acts of war which may result in uninsured or underinsured losses;
	•		decreases in the underlying value of our real estate;
	•		changes in interest rates and the availability of financing; and
	•		changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and have a material adverse effect on our results of operations, financial condition and cash flow.

     Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to adverse changes in the performance of such properties may be limited. The real estate market is affected by many factors that are beyond our control, including:

	•		adverse changes in national and local economic and market conditions;
	•		changes in interest rates and in the availability, cost and terms of debt financing;
	•		changes in governmental laws and regulations, fiscal policies and zoning ordinances and costs of compliance with laws and regulations, fiscal policies and ordinances;
	•		the ongoing need for capital improvements, particularly in older buildings;
	•		changes in operating expenses; and
	•		civil unrest, acts of war and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.

     We cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

     We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. In acquiring a property, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. We may also acquire properties that are subject to a mortgage loan that may limit our ability to sell the properties prior to the loan’s maturity. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could have a material adverse effect on our results of operations, financial condition, cash flow as well as our ability to make distributions to our security holders.

     The liabilities under environmental laws for contamination may have a material adverse effect on our results of operations, financial condition and cash flow.

     Our operating expenses could be higher than anticipated due to liability created under, existing or future environmental laws and regulations for contamination. An owner of real property can face strict, joint and several liability for environmental contamination created by the presence or discharge of hazardous substances, including petroleum-based products, on, under or from the property. Similarly, a former owner of real property can face the same liability for the disposal of hazardous substances that occurred during the time of ownership. We may face liability regardless of:

	•		our lack of knowledge of the contamination;
	•		the extent of the contamination;
	•		the timing of the release of the contamination; or
	•		whether or not we caused the contamination.

     Environmental liability for contamination may include the following, without limitation: investigation and feasibility study costs, remediation costs, litigation costs, oversight costs, monitoring costs, institutional control costs, penalties from state and federal agencies, and third-party claims. Moreover, operations on-site may be required to be suspended until certain environmental contamination is remediated and/or permits are received. This may result in a default of the terms of the lease entered into with our tenants. In addition, the presence of hazardous substances on, under or from a property may adversely affect our ability to sell the property, thus harming our financial condition.

     There may be environmental problems associated with our properties of which we are unaware. For example, some of our properties contain, or may have contained in the past, underground tanks for the storage of hazardous substances, petroleum-based or waste products, or some of our properties have been used, or may have been used, historically to conduct industrial operations, and any of these circumstances could create a potential for release of hazardous substances.

     The costs of compliance with environmental laws may have an material adverse effect on our results of operations, financial condition and cash flow.

     Although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we could nonetheless be subject to strict liability by virtue of our ownership interest for environmental liabilities created by our tenants, and we cannot be sure that our tenants would satisfy their indemnification obligations under the applicable sales agreement or lease. The discovery of material environmental liabilities attached to our properties could have a material adverse effect on our results of operations, financial condition, cash flow and our ability to make distributions to our security holders.

     The Company’s properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

     When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our properties

could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from our tenants, employees of our tenants and others if property damage or health concerns arise.

     Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures that materially adversely impact our cash flow.

     All of our properties are required to comply with the Americans with Disabilities Act, or the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in the imposition of fines by the U.S. Government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, and typically under our leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition and our ability to make distributions to security holders. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our cash flow and ability to make distributions to our security holders.

     An uninsured loss or a loss that exceeds the policies on our properties could have a material adverse effect on our results of operations, financial condition and cash flow.

     Under the terms and conditions of most of the leases currently in force on our properties our tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of us or our agents. Additionally, tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and full replacement value property damage insurance policies. However, our largest tenant, the federal government, is not required to maintain property insurance at all. We have obtained comprehensive liability, casualty, flood and rental loss insurance policies on our properties. All of these policies may, depending on the nature of the loss, involve substantial deductibles and certain exclusions. In addition, we cannot assure you that our tenants will properly maintain their insurance policies or have the ability to pay the deductibles. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our results of operations, financial condition, cash flow and our ability to make distributions to our security holders.

     Terrorist attacks and other acts of violence or war may affect any market on which our securities trade, the markets in which we operate, our business and our results of operations.

     Terrorist attacks may negatively affect our business and our results of operations. These attacks or armed conflicts may directly impact the value of our properties through damage, destruction, loss or increased security costs. The terrorism insurance that we obtain may not be sufficient to cover loss for damages to our properties as a result of terrorist attacks. In addition, certain losses resulting from these types of events are uninsurable and others would not be covered by our current terrorism insurance. Additional terrorism insurance may not be available at a reasonable price or at all. If the properties in which we invest are unable to obtain sufficient and affordable insurance coverage, the value of those investments could decline, and in the event of an uninsured loss, we could lose all or a portion of an investment.

     The United States may enter into armed conflicts in the future. The consequences of any armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business.

     Any of these events could result in increased volatility in or damage to the United States and worldwide financial markets and economy. They also could result in a continuation of the current economic uncertainty in the United States or abroad. Adverse economic conditions could affect the ability of our tenants to pay rent, which could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to our security holders, and may adversely affect and/or result in volatility in the market price for our securities.

     We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control.

     Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or OFAC, maintains a list of persons designated as terrorists or who are otherwise blocked or banned, or Prohibited Persons. OFAC regulations and other laws prohibit conducting business or engaging in transactions with Prohibited Persons. Certain of our loan and other agreements may require us to comply with these OFAC requirements. If a tenant or other party with whom we contract is placed on the OFAC list, we may be required by the OFAC requirements to terminate the lease or other agreement. Any such termination could result in a loss of revenue or a damage claim by the other party that the termination was wrongful.

     Our properties may suffer from air quality issues, which could lead to liability for adverse health effects and costs of remediation.

     Inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation beyond our regular indoor air quality testing and maintenance programs. Indoor air quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, and biological contaminants such as molds, pollen, viruses and bacteria. Indoor exposure to chemical or biological contaminants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic and other reactions. If these conditions were to occur at one of our properties, we may need to undertake a targeted remediation program, including without limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants. Such remediation programs could be costly, necessitate the temporary relocation of some or all of the property’s tenants or require rehabilitation of the affected property. In addition, these conditions could expose us to liability from our tenants and others if property damage occurs or health concerns arise.

     Rising energy costs may have an adverse effect on our results of operations.

     Electricity and natural gas, the most common sources of energy used by commercial buildings, are subject to significant price volatility. In recent years, energy costs, including energy generated by natural gas and electricity, have fluctuated significantly. Some of our properties may be subject to leases that require our tenants to pay all utility costs while other leases may provide that tenants will reimburse us for utility costs in excess of a base year amount. It is possible that some or all of our tenants will not fulfill their lease obligations and reimburse us for their share of any significant energy rate increases and that we will not be able to retain or replace our tenants if energy price fluctuations continue. Also, to the extent under a lease we agree to pay for such costs, rising energy prices will have an adverse effect on our results of operations.

Tax Risks of our Business and Structure

     If we fail to remain qualified as a REIT for federal income tax purposes, we will not be able to deduct our distributions, and our income will be subject to taxation, which would reduce the cash available for distribution to our shareholders.

     We elected to be taxed as a REIT under the Internal Revenue Code commencing with our short taxable year ended December 31, 2003. The requirements for qualification as a REIT, however, are complex and interpretations of the federal income tax laws governing REITs are limited. Our continued qualification as a REIT will depend on our ability to meet various requirements concerning, among other things, the ownership of our outstanding shares of stock, the nature of our assets, the sources of our income and the amount of our distributions to our shareholders. If we fail to meet these requirements and do not qualify for certain statutory relief provisions, our distributions to our shareholders will not be deductible by us and we will be subject to a corporate level tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates, substantially reduce our cash available to make distributions to our shareholders. In addition, if we failed to qualify as a REIT, we would no longer be required to make distributions for U.S. federal income tax purposes. Incurring corporate income tax liability might cause us to borrow funds, liquidate some of our investments or take other steps that could negatively affect our operating results. Moreover, if our REIT status is terminated because of our failure to meet a REIT qualification requirement or if we voluntarily revoke our election, unless relief provisions applicable to certain REIT qualification failures apply, we would be disqualified from electing treatment as a REIT for the four taxable years following the year in which REIT status is lost.

     Even if we maintain our qualification as a REIT, we will be subject to any applicable state, local or foreign taxes and our taxable REIT subsidiaries are be subject to federal, state and local income taxes at regular corporate rates.

     Distribution requirements relating to qualification as a REIT for federal income tax purposes limit our flexibility in executing our business plan.

     Our business plan contemplates growth through acquisitions. To maintain our qualification as a REIT for federal income tax purposes, we generally are required to distribute to our shareholders at least 90% of our REIT taxable income each year. REIT taxable income is determined without regard to the deduction for dividends paid and by excluding net capital gains. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income. In addition, we are required to pay a 4% nondeductible excise tax on the amount, if any, by which actual distributions we pay with respect to any calendar year are less than the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year and any amount of our undistributed taxable income required to be distributed from prior years.

     We have distributed, and intend to continue to distribute, to our shareholders all or substantially all of our REIT taxable income each year in order to comply with the distribution requirements of the Internal Revenue Code and to avoid federal income tax and the 4% nondeductible excise tax. Our distribution requirements limit our ability to accumulate capital for other business purposes, including funding acquisitions, debt maturities and capital expenditures. Thus, our ability to grow through acquisitions will be limited if we are unable to obtain debt or equity financing. In addition, differences in timing between the receipt of income and the payment of expenses in arriving at REIT taxable income and the effect of required debt amortization payments could require us to borrow funds or make a taxable distribution of our shares or debt securities to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

     Our disposal of properties may have negative implications, including unfavorable tax consequences.

     If we make a sale of a property directly or through an entity that is treated as a partnership or a disregarded entity, for federal income tax purposes, and it is deemed to be a sale of dealer property or inventory, the sale may be deemed to be a “prohibited transaction” under the federal income tax laws applicable to REITs, in which case our gain, or our share of the gain, from the sale would be subject to a 100% penalty tax. If we believe that a sale of a property might be treated as a prohibited transaction, we may dispose of that property through a taxable REIT subsidiary, in which case the gain from the sale would be subject to corporate income tax but not the 100% prohibited transaction tax. We cannot assure you, however, that the Internal Revenue Service will not assert successfully that sales of properties that we make directly or through an entity that is treated as a partnership or a disregarded entity, for federal income tax purposes, rather than through a taxable REIT subsidiary, are sales of dealer property or inventory, in which case the 100% penalty tax would apply.

     We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our securities.

     At any time, the federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We and our shareholders, as the well as the market price of our securities, could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation.

     We may in the future choose to pay dividends in our own shares, in which case you may be required to pay income taxes in excess of the cash dividends you receive.

     We may in the future distribute taxable dividends that are payable in cash and our common shares at the election of each shareholder. Under IRS Revenue Procedures 2009-15 and 2010-12, up to 90% of any such taxable dividend for 2009, 2010 and 2011 could be payable in our shares. Taxable shareholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, a U.S. shareholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. shareholder sells the shares it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, if the market value of our shares decreases following the distribution. Furthermore, with respect to non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares. In addition, if a significant number of our shareholders determine to sell shares of our common shares in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common shares.

     Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

     The maximum tax rate applicable to income from “qualified dividends” payable to domestic stockholders taxed at individual rates has been reduced by legislation to 15% through the end of 2010. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the market price of the stock of REITs, including our common shares.

     Complying with REIT requirements may force us to sell otherwise attractive investments.

     To qualify as a REIT, we must satisfy certain requirements with respect to the character of our assets. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter (by, possibly, selling assets notwithstanding their prospects as an investment) to avoid losing our REIT status. If we fail to comply with these requirements at the end of any calendar quarter, and the failure exceeds a de minimis threshold, we may be able to preserve our REIT status if (a) the failure was due to reasonable cause and not to willful neglect, (b) we dispose of the assets causing the failure within six months after the last day of the quarter in which we identified the failure, (c) we file a schedule with the Internal Revenue Service describing each asset that caused the failure, and (d) we pay an additional tax of the greater of $50,000 or the product of the highest applicable tax rate multiplied by the net income generated on those assets. As a result, we may be required to liquidate otherwise attractive investments.

     If we or our predecessor entity failed to qualify as an S corporation for any of our tax years prior to our initial public offering, we may fail to qualify as a REIT.

     To qualify as a REIT, we may not have at the close of any year undistributed “earnings and profits” accumulated in any non-REIT year, including undistributed “earnings and profits” accumulated in any non-REIT year for which we or our predecessor, First Potomac Realty Investment Trust, Inc., did not qualify as an S corporation. Although we believe that we and our predecessor corporation qualified as an S corporation for federal income tax purposes for all tax years prior to our initial public offering, if it is determined that we did not so qualify, we will not qualify as a REIT. Any such failure to qualify may also prevent us from qualifying as a REIT for any of the following four tax years.

     If First Potomac Management, Inc. failed to qualify as an S corporation during any of its tax years, we may be responsible for any entity level taxes due.

     We believe First Potomac Management, Inc. qualified as an S corporation for federal and state income tax purposes from the time of its incorporation in 1997 through the date it merged into our Company in 2006. However, the Company may be responsible for any entity-level taxes imposed on First Potomac Management, Inc. if it did not qualify as an S corporation at any time prior to the merger. First Potomac Management, Inc.’s former shareholders have severally indemnified us against any such loss; however, in the event one or more of its former shareholders is unable to fulfill its indemnification obligation, we may not be reimbursed for a portion of the taxes.

Risks Related to an Investment in Our Common Shares

     Our common shares trade in a limited market which could hinder your ability to sell our common shares.

     Our common shares experience relatively limited trading volume; many investors, particularly institutions, may not be interested (or be permitted) in owning our common shares because of the inability to acquire or sell a substantial block of our common shares at one time. This illiquidity could have an adverse effect on the market price of our common shares. In addition, a shareholder may not be able to borrow funds using our common shares as collateral because lenders may be unwilling to accept the pledge of common shares having a limited market, thereby making our common shares a less attractive investment for some investors.

     The market price and trading volume of our common shares may be volatile.

     The market price of our common shares has been and is likely to continue to be more volatile than in prior years and subject to wide fluctuations. In addition, the trading volume in our common shares may fluctuate and cause significant price variations to occur. Common share prices for REITs have experienced significant downward pressure in recent years in connection with

the disruptions in the real estate and credit markets and the current economic downturn and may continue to experience such downward pressures in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common shares include:

	•		actual or anticipated declines in our quarterly operating results or distributions;
	•		reductions in our funds from operations;
	•		declining occupancy rates or increased tenant defaults;
	•		general market and economic conditions, including continued volatility in the financial and credit markets;
	•		increases in market interest rates that lead purchasers of our securities to demand a higher dividend yield;
	•		changes in market valuations of similar companies;
	•		adverse market reaction to any increased indebtedness we incur in the future;
	•		additions or departures of key management personnel;
	•		actions by institutional shareholders;
	•		speculation in the press or investment community; and
	•		unanticipated charges due to the vesting of equity based compensation awards upon achievement of certain performance measures that cause our operating results to decline or fail to meet market expectations.

     Broad market fluctuations could negatively impact the market price of our common shares.

     The stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies that have been unrelated to these companies’ operating performances. These broad market fluctuations could reduce the market price of our common shares. Furthermore, our operating results and prospects may be below the expectations of investors or may be lower than those of companies with comparable market capitalizations, which could lead to a material decline in the market price of our common shares.

     An increase in market interest rates may have an adverse effect on the market price of our common shares.

     One of the factors that investors may consider in deciding whether to buy or sell our common shares is our distribution rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution rate on our common shares or seek securities paying higher dividends or interest. The market price of our common shares likely will be based primarily on the earnings that we derive from rental income with respect to our properties and our related distributions to shareholders, and not from the underlying appraised value of the properties themselves. As a result, interest rate fluctuations and capital market conditions can affect the market price of our common shares. For instance, if interest rates rise without an increase in our distribution rate, the market price of our common shares could decrease because potential investors may require a higher yield on our common shares as market rates on interest-bearing securities, such as bonds, rise. In addition, rising interest rates would result in increased interest expense on our non-hedged variable rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and make distributions to our shareholders.

     We have not established a minimum dividend payment level and we cannot assure of our ability to pay dividends in the future or the amount of any dividends.

     We intend to make quarterly distributions to our shareholders in amounts such that we distribute all or substantially all of our taxable income in each year, subject to certain adjustments. Even though we have made distributions on our common shares each fiscal quarter since January 1, 2004, we have not established a minimum dividend payment level and our ability to make distributions may be adversely affected by the risk factors described in this Annual Report on Form 10-K and any risk factors in our subsequent Securities and Exchange Commission filings. For example, we significantly reduced our quarterly distribution during 2009. Comparable companies to ours have also reduced and, in some cases, eliminated their distribution payments.

     All distributions will be made at the discretion of our board of trustees and their payment and amount will depend on our earnings, our financial condition, maintenance of our REIT status and other factors as our board of trustees may deem relevant from time to time. We cannot assure you of our ability to make distributions in the future or that the distributions will be made in amounts similar to our historic distributions. In addition, some of our distributions may include a return of capital or may be taxable distributions of our shares or debt securities.

     Future offerings of debt securities, which would rank senior to our common shares upon liquidation, and future offerings of equity securities, which would dilute our existing shareholders and may be senior to our common shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common shares.

     In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including senior or subordinated notes and series of preferred shares or common shares. Upon liquidation, holders of our debt securities and preferred shares, if any, and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Preferred shares, if issued, could have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to make a dividend distribution to the holders of our common shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common shares bear the risk of our future offerings reducing the market price of our common shares and diluting their share holdings in us.

     Shares eligible for future sale may have adverse effects on our share price.

     The Company cannot predict the effect, if any, of future sales of common shares, or the availability of shares for future sales, on the market price of our common shares. Sales of substantial amounts of common shares, including common shares issuable upon (i) the redemption of units of our Operating Partnership, (ii) exercise of options, and (iii) the conversion of our Operating Partnership’s 4.0% Exchangeable Senior Notes, or the perception that these sales could occur, may adversely affect prevailing market prices for our common shares and impede our ability to raise capital. Any substantial sale of our common shares could have a material adverse effect on the market price of our common shares.

     The Company also may issue from time to time additional common shares or preferred shares or units of our Operating Partnership in connection with the acquisition of properties, and we may grant demand or piggyback registration rights in connection with these issuances. Sales of substantial amounts of securities or the perception that these sales could occur may adversely affect the prevailing market price for our securities. In addition, the sale of these shares could impair our ability to raise capital through a sale of additional equity securities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

     None.

ITEM 2.		PROPERTIES

     The Company separates its properties into three distinct segments, which it refers to as the Maryland, Northern Virginia and Southern Virginia reporting segments. The following sets forth certain information for the Company’s consolidated properties as of December 31, 2009 (including properties in development and redevelopment):

MARYLAND

																						Leased at				Occupied at
						Property								Year(s) of								December 31,				December 31,
Property		Buildings				Type(1)(2)				Location				Acquisition				Square Footage				2009(3)				2009(3)
SUBURBAN MD
Frederick
15 Worman’s Mill Court			1			BP				Frederick					2004				39,966				100.0	%			100.0	%
Frederick Industrial Park(4)			3				I			Frederick					2004				550,418				93.7	%			93.7	%
Patrick Center			1			Office				Frederick					2004				66,260				72.1	%			72.1	%
West Park			1			Office				Frederick					2004				28,933				100.0	%			100.0	%
I-270 Corridor
20270 Goldenrod Lane			1			BP				Germantown					2004				24,468				46.0	%			46.0	%
7561 Lindbergh Drive			1				I			Gaithersburg					2004				36,000				100.0	%			100.0	%
Airpark Place			3			BP				Gaithersburg					2004				82,290				49.2	%			49.2	%
Campus at Metro Park			4			BP				Rockville					2004				190,912				85.1	%			85.1	%
Gateway Center			2			BP				Gaithersburg					2004				44,150				96.4	%			96.4	%
Girard Business Park(5)			7			BP				Gaithersburg					2004				299,878				76.4	%			76.4	%
Gateway 270			6			BP				Clarksburg					2006				213,341				90.9	%			90.9	%
Cloverleaf Center			4			Office				Germantown					2009				173,655				97.0	%			97.0	%
Beltsville
Ammendale Business Park(6)			7			BP				Beltsville					2006, 2007				313,890				61.1	%			61.1	%
Columbia
Rumsey Center			4			BP				Columbia					2002				134,321				83.8	%			83.8	%
Snowden Center			5			BP				Columbia					2002				144,807				76.0	%			76.0	%
RiversPark I(7)			3			BP				Columbia					2008				160,664				100.0	%			64.2	%
Other
Old Courthouse Square			1			Retail				Martinsburg, WV					2004				201,218				92.9	%			92.9	%
Woodlands Business Center			1			Office				Largo					2004				38,456				81.4	%			81.4	%
Glenn Dale Business Center			1				I			Glenn Dale					2005				321,394				93.0	%			93.0	%
Annapolis Commerce Park East			2			Office				Annapolis					2007				101,464				98.8	%			86.4	%
			58																3,166,485				85.5	%			83.3	%
BALTIMORE
Owings Mills
Owings Mills Business Park(8)			6			BP				Owings Mills					2005, 2006				219,430				92.8	%			92.8	%
Other
Deer Park			4			BP				Randallstown					2004				171,125				69.1	%			69.1	%
Gateway West			4			BP				Westminster					2004				111,165				41.1	%			41.1	%
Triangle Business Center			4			BP				Baltimore					2008				74,184				60.0	%			52.1	%
			18																575,904				71.5	%			70.5	%
Total Maryland			76																3,742,389				83.4	%			81.4	%

NORTHERN VIRGINIA

																						Leased at				Occupied at
						Property								Year(s) of								December 31,				December 31,
Property		Buildings				Type(1)(2)				Location				Acquisition				Square Footage				2009(3)				2009(3)
Alexandria
Plaza 500			2				I			Alexandria					1997				504,089				91.7	%			91.7	%
Interstate Plaza			1				I			Alexandria					2003				86,476				98.6	%			98.6	%
Manassas
Windsor at Battlefield			2			BP				Manassas					2004				154,989				100.0	%			100.0	%
Gateway Centre			3			BP				Manassas					2005				101,530				83.7	%			61.0	%
Linden Business Center			3			BP				Manassas					2005				109,882				71.6	%			71.6	%
Reston/Herndon
Van Buren Business Park			5			BP				Herndon					1997				108,060				92.5	%			92.5	%
Herndon Corporate Center			4			BP				Herndon					2004				127,443				74.7	%			74.7	%
Reston Business Campus			4			BP				Reston					2005				82,648				93.8	%			93.8	%
Sterling
Sterling Park Business Center(4)			6			BP				Sterling					2005, 2006				437,195				80.6	%			80.6	%
Chantilly
Lafayette Business Park(5)			6			BP				Chantilly					1998, 2005				254,060				74.7	%			73.6	%
Other
13129 Airpark Road			1				I			Culpeper					1997				149,888				75.9	%			75.9	%
Newington Business Park Center			7				I			Lorton					1999				254,242				93.2	%			93.2	%
15395 John Marshall Highway			1				I			Haymarket					2004				236,082				100.0	%			100.0	%
Aquia Commerce Center I & II			2			BP				Stafford					2004				64,488				100.0	%			100.0	%
Prosperity Business Center			1			BP				Merrifield					2005				71,312				100.0	%			100.0	%
Ashburn Center			3			BP				Ashburn					2009				194,183				45.2	%			45.2	%
Total Northern Virginia			51																2,936,567				84.8	%			84.0	%

SOUTHERN VIRGINIA

																						Leased at				Occupied at
						Property								Year(s) of								December 31,				December 31,
Property		Buildings				Type(1)(2)				Location				Acquisition				Square Footage				2009(3)				2009(3)
RICHMOND
North
Virginia Center			1			BP				Glen Allen					2003				119,921				87.4	%			87.4	%
Northridge I, II			2				I			Ashland					2006				140,424				77.1	%			77.1	%
Hanover Business Center			4			BP				Ashland					2006				182,983				91.0	%			91.0	%
Park Central			3			BP				Richmond					2006				204,280				90.9	%			90.9	%
South
River’s Bend Center(4)			6				I			Chester					2006, 2007				795,037				100.0	%			100.0	%
Chesterfield Business Center(5)			11			BP				Richmond					2006, 2007				320,075				77.3	%			77.3	%
			27																1,762,720				91.2	%			91.2	%
NORFOLK
Crossways
															1999, 2004,
Crossways Commerce Center(6)			9			BP				Chesapeake					2005, 2006				1,089,786				88.5	%			87.7	%
Greenbrier
Greenbrier Business Center(7)			4			BP				Chesapeake					2002, 2007				410,613				86.9	%			86.9	%
Chesapeake
Cavalier Industrial Park			4				I			Chesapeake					2005				394,308				100.0	%			94.0	%
Diamond Hill Distribution Center			4				I			Chesapeake					2005				712,894				88.5	%			88.5	%
Hampton
1000 Lucas Way			2			BP				Hampton					2005				182,323				96.3	%			96.3	%
Enterprise Parkway			1			BP				Hampton					2005				332,536				65.2	%			65.2	%
Norfolk
															2002, 2004,
Norfolk Commerce Park(8)			3			BP				Norfolk					2006				261,444				93.2	%			93.2	%
			27																3,383,904				88.1	%			87.2	%
Total Southern Virginia			54																5,146,624				89.2	%			88.6	%
TOTAL			181																11,825,580				86.3	%			85.1	%
Development
Maryland																			—
Northern Virginia																			56,915
Southern Virginia																			48,000
																			104,915
Redevelopment(9)
Maryland																			41,710
Northern Virginia																			22,553
Southern Virginia																			70,833
																			135,096
GRAND TOTAL																			12,065,591

     As of December 31, 2009, the Company’s lease expirations for each of the next ten years are summarized as follows:

		Square				% of square feet
		Feet				under leases expiring
MTM(1)			376,965				4	%
2009(2)			45,821				1	%
2010			1,008,437				10	%
2011			2,059,355				20	%
2012			961,049				9	%
2013			1,360,946				13	%
2014			1,026,280				10	%
2015			764,213				8	%
2016			715,849				7	%
2017			659,984				6	%
2018			538,983				5	%
2019			302,644				3	%
Thereafter			381,512				4	%
			10,202,038				100	%

     The Company’s average effective annual rental rate per square foot for each of the previous five years is as follows:

		Average Base Rent
		per Square Foot(1)
2005		$	10.51
2006			9.56
2007			9.54
2008			9.68
2009			9.87

     The Company’s weighted average occupancy rates for each of the previous five years are summarized as follows:

		Weighted Average
		Occupancy Rates
2005			90.7	%
2006			88.1	%
2007			86.9	%
2008			86.3	%
2009			86.1	%

     The Company’s principal executive offices are located at 7600 Wisconsin Avenue, 11^th Floor, Bethesda, Maryland 20814. The Company leases approximately 18,000 square feet at this location and believes this space is sufficient to meet its current needs. The Company has five other offices for its property management operations, which occupy approximately 23,000 square feet within buildings it owns.

ITEM 3.		LEGAL PROCEEDINGS

     As of December 31, 2009, the Company was not involved in any material litigation, nor, to management’s knowledge, is any material litigation threatened against the Company or the Operating Partnership.

ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS — RESERVED

PART II

ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

     The Company’s common shares are listed on the New York Stock Exchange under the symbol “FPO.” The Company’s common shares began trading on the New York Stock Exchange upon the closing of its initial public offering in October 2003. At December 31, 2009, there were 97 shareholders of record and an estimated 15,599 beneficial owners of the Company’s common shares.

     The following table sets forth the high and low sales prices for the Company’s common shares and the dividends paid per common share for 2009 and 2008.

		Price Range								Dividends
2009		High				Low				Per Share
Fourth Quarter		$	12.95			$	10.94			$	0.20
Third Quarter			11.85				9.33				0.20
Second Quarter			11.36				7.02				0.20
First Quarter			9.60				5.80				0.34

		Price Range								Dividends
2008		High				Low				Per Share
Fourth Quarter		$	17.16			$	5.45			$	0.34
Third Quarter			19.05				14.29				0.34
Second Quarter			17.52				15.12				0.34
First Quarter			17.95				13.30				0.34

     The Company will pay future distributions at the discretion of its board of trustees. The Company’s ability to make cash distributions in the future will be dependent upon, among other things (i) the income and cash flow generated from Company operations; (ii) cash generated or used by the Company’s financing and investing activities; and (iii) the annual distribution requirements under the REIT provisions of the Internal Revenue Code described above and such other factors as the board of trustees deems relevant. The Company’s ability to make cash distributions will also be limited by the covenants contained in our Operating Partnership agreement and our financing arrangements as well as limitations imposed by state law and the agreements governing any future indebtedness. Historically, the Company has generated sufficient cash flows from operating activities to fund distributions. The Company may rely on borrowings on its unsecured revolving credit facility or may make taxable distributions of its shares or securities to make any distributions in excess of cash available from operating activities.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

     A total of 2,210,800 equity securities have been authorized under the Company’s 2003 and 2009 Equity Compensation Plans. The following table sets forth information as of December 31, 2009 with respect to compensation plans under which equity securities of the Company are authorized for issuance. The Company has no equity compensation plans that were not approved by its security holders.

Number of

Securities to be

Issued upon

Weighted-Average

Number of Securities

Exercise of

Exercise Price of

Remaining Available

Outstanding

Outstanding

for Future Issuance

Options, Warrants

Options, Warrants

Under Equity

Plan Category

and Rights

and Rights

Compensation Plans

Equity compensation plans approved by security holders

751,404

$

17.27

439,935

Equity compensation plans not approved by security holders

—

—

—

Total

751,404

$

17.27

439,935

Unregistered Sales of Equity Securities and Issuer Repurchases

     The Company did not sell any unregistered equity securities or any of its registered equity securities during the twelve months ended December 31, 2009. During 2009, 40,000 Operating Partnership units were redeemed for 40,000 common shares fair valued at $0.5 million and 267 Operating Partnership units were acquired for $3 thousand in cash.

     Performance Graph

     The following graph compares the cumulative total return on the Company’s common shares with the cumulative total return of the S&P 500 Stock Index and The MSCI US REIT Index for the period December 31, 2004 through December 31, 2009 assuming the investment of $100 in each of the Company and the two indices, on December 31, 2004, and the reinvestment of dividends. The performance reflected in the graph is not necessarily indicative of future performance. We will not make or endorse any predictions as to our future share performance.

COMPARISON OF CUMULATIVE TOTAL RETURNS FOR THE PERIOD
DECEMBER 31, 2004 THROUGH DECEMBER 31, 2009
FIRST POTOMAC REALTY TRUST COMMON STOCK AND S&P 500 AND
THE MSCI US REIT INDEX (RMS)

		Period Ending
Index		12/31/04				12/31/05				12/31/06				12/31/07				12/31/08				12/31/09
First Potomac Realty Trust			100.00				122.35				139.78				87.89				51.90				77.58
MSCI US REIT (RMS)			100.00				112.13				152.41				126.78				78.64				101.14
S&P 500			100.00				104.91				121.48				128.16				80.74				102.11

     The foregoing graph and chart shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference, and shall not be deemed filed under those acts.

ITEM 6.		SELECTED FINANCIAL DATA

     The following table presents selected financial information of the Company and its subsidiaries. The financial information has been derived from the consolidated balance sheets and consolidated statements of operations.

     The following financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

		Years Ended December 31,
(amounts in thousands, except per share amounts)		2009				2008				2007				2006				2005
Operating Data:
Rental revenue and tenant reimbursements		$	133,877			$	124,293			$	119,589			$	99,744			$	71,061
Income (loss) from continuing operations		$	4,056			$	4,532			$	(3,558	)		$	70			$	(1,643	)
Income from discontinued operations			—				15,609				2,372				10,324				3,102
Net income (loss)			4,056				20,141				(1,186	)			10,394				1,459
Less: Net (income) loss attributable to noncontrolling interests in the Operating Partnership			(124	)			(615	)			36				(503	)			(109	)
Net income (loss) attributable to common shareholders		$	3,932			$	19,526			$	(1,150	)		$	9,891			$	1,350
Net income (loss) attributable to common shareholders per share — basic and diluted:
Income (loss) from continuing operations		$	0.12			$	0.16			$	(0.15	)		$	—			$	(0.09	)
Income from discontinued operations			—				0.61				0.09				0.45				0.17
Net income (loss)		$	0.12			$	0.77			$	(0.06	)		$	0.45			$	0.08
Cash dividends declared and paid per common share		$	0.94			$	1.36			$	1.36			$	1.24			$	1.125