Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - FIRST POTOMAC REALTY TRUST | w78594e8vk.htm |
| EX-1.1 - EX-1.1 - FIRST POTOMAC REALTY TRUST | w78594exv1w1.htm |
| EX-5.1 - EX-5.1 - FIRST POTOMAC REALTY TRUST | w78594exv5w1.htm |
| EX-8.1 - EX-8.1 - FIRST POTOMAC REALTY TRUST | w78594exv8w1.htm |
Exhibit 10.1
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
7600 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814
7600 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814
Dated
as of: May 14, 2010
KeyBank National Association,
as Administrative Agent
127 Public Square
Cleveland, OH 44114
Attention: John C. Scott
as Administrative Agent
127 Public Square
Cleveland, OH 44114
Attention: John C. Scott
| Re: | Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement |
Ladies and Gentlemen:
We refer to the Second Amended and Restated Revolving Credit Agreement dated as of December
29, 2009 (as amended and in effect from time to time, the “Credit Agreement”), by and among
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, and certain of
its Wholly-owned Subsidiaries (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION
and the other lending institutions which are parties thereto (individually, a “Lender” and
collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for
itself and each other Lender (the “Agent”). Capitalized terms used in this letter of
agreement (this “Amendment”) which are not defined herein, but which are defined in the
Credit Agreement, shall have the same meanings herein as therein, as the context so requires.
We have requested the Lenders to make certain amendments to the Credit Agreement, and you have
advised us that the Lenders are prepared and would be pleased to make the amendments so requested
by us on the condition that we join in this Amendment.
Accordingly, in consideration of these premises, the promises, mutual covenants and agreements
contained in this Amendment, and fully intending to be legally bound by this Amendment, we hereby
agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
Effective as of May 14, 2010 (the “Amendment Date”), and subject to the fulfillment of
the conditions contained in Article II of this Amendment, the Credit Agreement is amended in each
of the following respects:
(a) The term “Loan Documents” shall, wherever used in the Credit Agreement or any of the other
Loan Documents, be deemed to also mean and include this Amendment.
(b) The definition of “Libor Rate” contained in Section 1.1 of the Credit Agreement is amended
by deleting the last sentence thereof and shall read in its entirety as follows:
“Libor Rate. For any Libor Rate Loan for any Interest Period, the average rates as
shown in Reuters Screen LIBOR01 Page (or any successor service) at which deposits in U.S. dollars
are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London
time) on the day that is two (2) Libor Business Days prior to the first day of such Interest Period
with a maturity approximately equal to such Interest Period and in an amount approximately equal to
the amount to which such Interest Period relates, adjusted for reserves and taxes if required by
future regulations. If Reuters no longer reports such rate or Agent determines in good faith that
the rate so reported no longer accurately reflects the rate available to Agent in the London
Interbank Market, then any and all outstanding Loans shall be Base Rate Loans and bear interest at
the Base Rate plus the Applicable Base Rate Margin. For any period during which a Reserve
Percentage shall apply, the Libor Rate with respect to Libor Rate Loans shall be equal to the
amount determined above divided by an amount equal to 1 minus the Reserve Percentage.”
(c) The definition of “Unhedged Loans” is hereby deleted in its entirety.
(d) Section 10.1 is hereby amended to read in its entirety as follows:
“At all times, (i) from the Closing Date through the fiscal quarter ending September
30, 2010, Consolidated Total Indebtedness shall not exceed sixty-five percent (65%) of
Consolidated Gross Asset Value, (ii) from the fiscal quarter ending December 31, 2010
through the fiscal quarter ending September 30, 2011, Consolidated Total Indebtedness shall
not exceed sixty-two and one half of one percent (62.5%) of Consolidated Gross Asset Value,
and (iii) during each fiscal quarter ending on or after December 31, 2011, Consolidated
Total Indebtedness
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shall not exceed sixty percent (60%) of Consolidated Gross Asset Value. This covenant
shall be tested quarterly as of the last day of the applicable quarter.”
(e) Section 10.2 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.
(f) Section 10.3 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.
(g) Section 10.4 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter or any other date of measurement” and substituting the
following in lieu thereof: “At all times, as tested at the end of each fiscal quarter and any other
date of measurement,”.
(h) Section 10.5 is hereby amended by deleting the following phrase at the beginning thereof,
“As at the end of any fiscal quarter or any other date of measurement” and substituting the
following in lieu thereof: “At all times, as tested at the end of each fiscal quarter and any other
date of measurement,”.
(i) Section 10.6 is hereby amended by deleting the following phrase at the beginning thereof,
“As of the end of any fiscal quarter” and substituting the following in lieu thereof: “At all
times, as tested at the end of each fiscal quarter,”.
ARTICLE II
CONDITIONS PRECEDENT TO AMENDMENT
The Lenders’ agreement herein to amend the Credit Agreement as of the Amendment Date is
subject to the fulfillment to the satisfaction of the Lenders of the following conditions precedent
on or prior to such date:
(a) Each of the Borrowers shall have executed and delivered (or caused to be delivered) to the
Agent a counterpart of this Amendment, which shall be in form and substance satisfactory to the
Lenders;
(b) The Guarantor shall have acknowledged and consented to the provisions of this Amendment;
(c) The Agent and each of the Lenders shall have executed this Amendment;
(d) In consideration of the amendments contained herein, the Borrower shall have paid to the
Agent a fee in the aggregate amount of Two Hundred Forty-Two Thousand Nine Hundred Ninety-Seven
Dollars ($242,997), which such fee shall be for
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the ratable benefit of each of the Lenders (based upon their respective Commitment
Percentage), along with, to the Agent, all other fees associated with this Amendment, including the
reasonable fees, charges and disbursements of its counsel in connection with the preparation
hereof, or satisfactory arrangements therefore shall have been made.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of the Borrowers and the Guarantor hereby represents and warrants to you as follows:
(a) Representations and Warranties. Each of the representations and warranties made
by the Borrowers and the Guarantor, as applicable, to the Agent and the Lenders in the Credit
Agreement and other Loan Documents, as applicable, was true, correct and complete when made and is
true, correct and complete on and as of the Amendment Date with the same full force and effect as
if each of such representations and warranties had been made by the Borrowers and the Guarantor on
the Amendment Date and in this Amendment, except to the extent that such representations and
warranties relate solely to a prior date.
(b) No Defaults or Events of Default. No Default or Event of Default exists on the
Amendment Date, and no condition exists on the date hereof which would, with notice or the lapse of
time, or both, constitute a Default or an Event of Default under the Credit Agreement.
(c) Binding Effect of Documents. This Amendment and each of the Joinder Agreements,
as applicable, has been duly authorized, executed and delivered to you by each of the Borrowers and
the Guarantor and is in full force and effect as of the date hereof, and the agreements and
obligations of each of the Borrowers and the Guarantor contained herein and therein constitute the
legal, valid and binding obligations of such Borrower and Guarantor enforceable against such
Borrower and Guarantor in accordance with their respective terms.
ARTICLE IV
MISCELLANEOUS
This Amendment may be executed in any number of counterparts, each of which when executed and
delivered shall be deemed an original, but all of which together shall constitute one instrument.
In making proof of this Amendment, it shall not be necessary to produce or account for more than
one counterpart thereof signed by each of the parties hereto. Except to the extent specifically
amended and supplemented hereby, all of the terms, conditions and the provisions of the Credit
Agreement and each of the other Loan Documents shall otherwise remain unmodified, and the Credit
Agreement and each of the
4
other Loan Documents, as amended and supplemented by this Amendment, are confirmed as being in full
force and effect, and each of the Borrowers and the Guarantor hereby ratifies and confirms all of
its agreements and obligations contained therein, as applicable.
[Remainder of Page Intentionally Left Blank]
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If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed
counterpart of this Amendment, whereupon this Amendment, as so accepted by you, shall become a
binding agreement between you and the undersigned.
| Very truly yours, FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP |
||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Barry H. Bass | |||
| Name: | Barry H. Bass | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| 1400 CAVALIER, LLC |
||||
| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Barry H. Bass | |||
| Name: | Barry H. Bass | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| 1441 CROSSWAYS BLVD., LLC |
||||
| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Barry H. Bass | |||
| Name: | Barry H. Bass | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| FP ASHBURN, LLC |
||||
| By: | First Potomac Realty Investment Limited Partnership | |||
| Its Sole Member | ||||
| By: | First Potomac Realty Trust | |||
| Its General Partner | ||||
| By: | /s/ Barry H. Bass | |||
| Name: | Barry H. Bass | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| AIRPARK PLACE, LLC | ||||||
| By: | Airpark Place Holdings LLC | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP AMMENDALE COMMERCE CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| AQUIA TWO, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| CROSSWAYS II LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FPR HOLDINGS LIMITED PARTNERSHIP | ||||||
| By: | FPR General Partner, LLC | |||||
| Its General Partner | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP DAVIS DRIVE LOT 5, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP PROPERTIES, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PROPERTIES II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP DIAMOND HILL, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP CAMPOSTELLA ROAD, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| GATEWAY HAMPTON ROADS, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP GATEWAY 270, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| GATEWAY MANASSAS II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP 2550 ELLSMERE AVENUE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP GATEWAY WEST II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP GOLDENROD LANE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP GREENBRIER CIRCLE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| GTC I SECOND LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP HANOVER AB, LLC | ||||||
| By: | FPR Holdings Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | FPR General Partner, LLC | |||||
| Its General Partner | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| HERNDON CORPORATE CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| LINDEN II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| LUCAS WAY HAMPTON, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PARK CENTRAL V, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PATRICK CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP PINE GLEN, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| RESTON BUSINESS CAMPUS, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP RIVERS BEND, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP 500 & 600 HP WAY, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP 1408 STEPHANIE WAY, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP STERLING PARK I, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP STERLING PARK II, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| VIRGINIA CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP WEST PARK, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| FP CRONRIDGE DRIVE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP GIRARD BUSINESS CENTER, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP GIRARD PLACE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
[Signature Page to
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| TECHCOURT, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP PARK CENTRAL I, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| FP TRIANGLE, LLC | ||||||
| By: | First Potomac Realty Investment Limited Partnership | |||||
| Its Sole Member | ||||||
| By: | First Potomac Realty Trust | |||||
| Its General Partner | ||||||
| By: | /s/ Barry H. Bass | |||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
[Consent to Amendment No. 1 to Amended and Restated Revolving Credit Agreement]
CONSENT OF GUARANTOR
FIRST POTOMAC REALTY TRUST (the “Guarantor”) has guaranteed the Obligations (as
defined in the Guaranty by the Guarantor in favor of the Lenders and the Agent, dated as of
December 29, 2009 (the “Guaranty”). By executing this consent, the Guarantor hereby
absolutely and unconditionally reaffirms to the Agent and the Lenders that the Guarantor’s Guaranty
remains in full force and effect. In addition, the Guarantor hereby acknowledges and agrees to the
terms and conditions of this Amendment and the Credit Agreement and the other Loan Documents as
amended hereby (including, without limitation, the making of the representations and warranties and
the performance of the covenants applicable to it herein or therein).
| GUARANTOR: FIRST POTOMAC REALTY TRUST |
||||
| By: | /s/ Barry H. Bass | |||
| Barry Bass, Executive Vice President and | ||||
| Chief Financial Officer | ||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
ACCEPTED AND AGREED AS OF
THE ___DAY OF MAY, 2010:
THE ___DAY OF MAY, 2010:
| KEYBANK NATIONAL ASSOCIATION, | ||||||
| as a Lender, as Swingline Lender, and as Administrative Agent | ||||||
| By: | /s/ John Scott | |||||
| Name: John Scott | ||||||
| Title: Vice President | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| WELLS FARGO NATIONAL ASSOCIATION, | ||||||
| as a Lender | ||||||
| By: | /s/ Richard J. Vanderhyde | |||||
| Name: Richard J. Vanderhyde | ||||||
| Title: Vice President | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| WACHOVIA BANK NATIONAL ASSOCIATION, | ||||||
| as a Lender | ||||||
| By: | /s/ Richard J. Vanderhyde | |||||
| Name: Richard J. Vanderhyde | ||||||
| Title: Vice President | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| BANK OF MONTREAL, | ||||||
| as a Lender | ||||||
| By: | /s/ Aaron Lanski | |||||
| Name: Aaron Lanski | ||||||
| Title: Director | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION | ||||||
| as Lender | ||||||
| By: | /s/ Benjamin P. Adams | |||||
| Name: Benjamin P. Adams | ||||||
| Title: Vice President | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
| CHEVY CHASE BANK, a division of CAPITAL ONE, | ||||||
| N.A., as a Lender | ||||||
| By: | /s/ Frederick H. Denecke | |||||
| Name: Frederick H. Denecke | ||||||
| Title: Vice President | ||||||
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Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]
Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement]