Attached files
| file | filename |
|---|---|
| EX-23 - EXHIBIT 23 - FIRST POTOMAC REALTY TRUST | c13846exv23.htm |
| EX-21 - EXHIBIT 21 - FIRST POTOMAC REALTY TRUST | c13846exv21.htm |
| EX-12 - EXHIBIT 12 - FIRST POTOMAC REALTY TRUST | c13846exv12.htm |
| EX-32.2 - EXHIBIT 32.2 - FIRST POTOMAC REALTY TRUST | c13846exv32w2.htm |
| EX-31.2 - EXHIBIT 31.2 - FIRST POTOMAC REALTY TRUST | c13846exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - FIRST POTOMAC REALTY TRUST | c13846exv31w1.htm |
| EX-32.1 - EXHIBIT 32.1 - FIRST POTOMAC REALTY TRUST | c13846exv32w1.htm |
| EX-10.19 - EXHIBIT 10.19 - FIRST POTOMAC REALTY TRUST | c13846exv10w19.htm |
| EX-10.41 - EXHIBIT 10.41 - FIRST POTOMAC REALTY TRUST | c13846exv10w41.htm |
| EX-10.39 - EXHIBIT 10.39 - FIRST POTOMAC REALTY TRUST | c13846exv10w39.htm |
| EX-10.40 - EXHIBIT 10.40 - FIRST POTOMAC REALTY TRUST | c13846exv10w40.htm |
| 10-K - FORM 10-K - FIRST POTOMAC REALTY TRUST | c13846e10vk.htm |
EXHIBIT 4.6
First Amendment, Consent and Waiver
First Potomac Realty Investment Limited Partnership
First Amendment, Consent and Waiver
Dated as of November 5, 2010
Dated as of November 5, 2010
to
Note Purchase Agreement
Dated as of June 22, 2006
Dated as of June 22, 2006
Re: $37,500,000 6.41% Senior Notes, Series A, due June 15, 2013
$37,500,000 6.55% Senior Notes, Series B, due June 15, 2016
$37,500,000 6.55% Senior Notes, Series B, due June 15, 2016
First Amendment, Consent and Waiver to Note Purchase Agreement
This First Amendment, Consent and Waiver dated as of November 5, 2010 (the or this
“First Amendment”) to the Note Purchase Agreement dated as of June 22, 2006 (the “Note
Purchase Agreement”) is between First Potomac Realty Investment Limited Partnership, a
Delaware limited partnership (the “Company”) and First Potomac Realty Trust, a
Maryland real estate investment trust (the “Trust”, the Trust and the Company being herein
sometimes collectively referred to as the “Obligors”), and each of the institutions which
is a signatory to this First Amendment (collectively, the “Noteholders”).
Recitals:
A. The Obligors and each of the purchasers signatory to the Note Purchase Agreement have
heretofore entered into the Note Purchase Agreement. The Company has heretofore issued the
$37,500,000 6.41% Senior Notes, Series A, due June 15, 2013 and the $37,500,000 6.55% Senior Notes,
Series B, due June 15, 2016 (collectively, the “Notes”) pursuant to the Note Purchase
Agreement.
B. Concurrently with the execution of the Note Purchase Agreement, certain wholly owned
Subsidiaries of the Obligors entered into that certain Guaranty Agreement, dated as of June 22,
2006, for the benefit of the holders of the Notes, pursuant to which such Subsidiaries (the
“Subsidiary Guarantors”) guaranteed the Company’s obligations under the Notes and the Note
Purchase Agreement (the “Subsidiary Guaranty”).
C. The Obligors and the Noteholders who have executed this First Amendment (such Noteholders
representing at least 51% in principal amount of the Notes currently outstanding) now desire to
amend and/or waive certain provisions of the Note Purchase Agreement upon a majority of the
Noteholders’ acceptance in the space below and upon the satisfaction in full of each of the
following conditions set forth in Section 2.1 hereto (the “Effective Date”) in the
respects, but only in the respects, hereinafter set forth.
D. The Obligors and the Noteholders acknowledge that, in accordance with Section 17.2 of the
Note Purchase Agreement, the Obligors must provide each Noteholder with sufficient information, 45
days in advance of the date a decision is required (the “Solicitation Period”), to enable
such Noteholder to make an informed and considered decision with respect to any proposed amendment,
waiver or consent in respect of any of the provisions of the Note Purchase Agreement or the Notes.
E. Notwithstanding the 45-day Solicitation Period required by Section 17.2 of the Note
Purchase Agreement, the Obligors and the Noteholders now desire to waive the Solicitation Period.
F. Capitalized terms used herein shall have the respective meanings ascribed thereto in the
Note Purchase Agreement unless herein defined or the context shall otherwise require.
G. All requirements of law have been fully complied with and all other acts and things
necessary to make this First Amendment a valid, legal and binding instrument according to its terms
for the purposes herein expressed have been done or performed.
Now, therefore, upon the full and complete satisfaction of the conditions precedent
to the effectiveness of the First Amendment set forth in Section 2.1 hereof, and in consideration
of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
Obligors and the Noteholders do hereby agree as follows:
Section 1. Amendments.
Section 1.1. Section 9.7 of the Note Purchase Agreement shall be amended as follows:
The phrase “, other than Excluded Subsidiaries,” shall be inserted into the first sentence of
Section 9.7 between the words “Subsidiaries” and “which”.
A new paragraph shall be added to Section 9.7 below current subparagraph (iv) and shall read
as follows:
“In the event that at any time the Company or any Subsidiary provides a Lien to or for the
benefit of the lenders under the Revolving Credit Agreement or the administrative agent on their
behalf, then the Company will, and will cause each of its Subsidiaries that has provided any such
Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar first
priority Lien (ranking pari passu with the Lien provided to or for the benefit of the lenders
and/or the administrative agent, as the case may be, under such Revolving Credit Agreement), over
the same assets, property and undertaking of the Company and the Subsidiary as those encumbered in
respect of the Revolving Credit Agreement, in form and substance reasonably satisfactory to the
Required Holders with such security to be the subject of an intercreditor agreement among the
lenders and/or the administrative agent, as the case may be, under the Revolving Credit Agreement
or the administrative agent on their behalf, as the case may be, and the holders of Notes, which
shall be reasonably satisfactory in form and substance to the Required Holders.”
Section 1.2 A new Section 10.9 shall be added to the Note Purchase Agreement and shall read as
follows:
“Section 10.9 Consolidated Debt Yield. As at the end of any fiscal quarter (i) for the fiscal
quarter ending December 31, 2010 through the fiscal quarter ending September 30, 2011, the
Consolidated Debt Yield (as defined in the Revolving Credit Agreement as of the date hereof,
including relevant defined terms therein as of the date hereof) shall not be less than ten and one
half of one percent (10.5%), and (ii) for each fiscal quarter ending on or after December 31, 2011,
the Consolidated Debt Yield (as defined in the Revolving Credit Agreement as of the date hereof,
including relevant defined terms therein as of the date hereof) shall not be less than eleven
percent (11%).”
2
Section 1.3 A new Section 10.10 shall be added to the Note Purchase Agreement and shall read
as follows:
“Section 10.10 Unencumbered Pool Interest Coverage Ratio. As of the end of any fiscal quarter,
the ratio of (i) Adjusted Net Operating Income (as defined in the Revolving Credit Agreement as of
the date hereof, including relevant defined terms therein as of the date hereof) for the applicable
quarter, annualized; divided by (ii) the Unsecured Interest Expense (as defined in the Revolving
Credit Agreement as of the date hereof, including relevant defined terms therein as of the date
hereof) for the applicable quarter, annualized, shall not be less than 1.75 to 1.0.”
Section 1.4 Section 11(c) of the Note Purchase Agreement shall be amended and restated in its
entirety to read as follows:
“(c) the Obligors default in the performance of or compliance with any term contained in
Section 7.1(d), Sections 10.1 through 10.5 or Sections 10.9 or 10.10 and any such default is not
remedied within 10 days after the occurrence of such default; or”
Section 1.4
Defined Terms. The “Defined Terms” section of the Note Purchase Agreement shall be amended as
follows:
1. The definition of “Subsidiary Guarantor” shall be deleted in its entirety and replaced with
the following definition: “Subsidiary Guarantor” is defined in Section 2.3(a) and shall include
any Subsidiary Guarantor which is required to comply with the requirements of Section 9.7, provided
however, that the definition of Subsidiary Guarantor shall not include any Excluded Subsidiary.
2. A new definition of “Excluded Subsidiary” shall be added to read as follows: “Excluded
Subsidiary” means ACP East, LLC, ACP East Finance, LLC, AP Indian Creek, LLC, FP 500 First Street,
LLC and Indian Creek Investors, LLC; provided, however, that if any such Excluded Subsidiary ceases
to be prohibited by its organizational documents or loan documents or other related financing
documents, each as in effect on the date hereof and without extension, replacement, modification or
renewal thereof, from guaranteeing other indebtedness, then such Excluded Subsidiary shall cease to
be an Excluded Subsidiary and the Obligors shall within 30 days thereafter cause such Subsidiary to
execute and deliver to each holder of Notes a Subsidiary Guaranty.
3
Section 2. Agreements.
Section 2.1. This First Amendment shall become effective and binding upon the Company and the
holders of the Notes on the Effective Date upon the satisfaction in full of each of the following
conditions:
(a) The Obligors shall cause the following Subsidiaries, which currently are guarantors of the
Company’s other unsecured Senior Indebtedness but not guarantors of the Company’s obligations under
the Note Purchase Agreement and the Notes, to become Subsidiary Guarantors
and to deliver to the holders of the Notes the documents and other evidence required by Section
9.7(i) through (iv):
FP Airpark AB, LLC
FP Chesterfield ABEF, LLC
FP Chesterfield CDGH, LLC
FP Gateway Center, LLC
FP Hanover AB, LLC
FP Hanover C, LLC
FP Hanover D, LLC
Glen Dale Business Center, LLC
Interstate Plaza Holding LLC
Interstate Plaza Operating LLC
Norfolk Commerce Park LLC
FP Chesterfield ABEF, LLC
FP Chesterfield CDGH, LLC
FP Gateway Center, LLC
FP Hanover AB, LLC
FP Hanover C, LLC
FP Hanover D, LLC
Glen Dale Business Center, LLC
Interstate Plaza Holding LLC
Interstate Plaza Operating LLC
Norfolk Commerce Park LLC
(b) The Obligors shall provide evidence, reasonably satisfactory to the Noteholders, of a name
change of FP Sterling Park II, LLC (one of the existing Subsidiary Guarantors) to FP Sterling Park
6, LLC.
(c) Each holder of a Note shall have received this First Amendment, duly executed by the
Company and the Trust.
(d) The holders of at least 51% in principal amount of the Notes outstanding shall have
consented to this First Amendment as evidenced by their execution thereof.
(e) The representations and warranties of the Company set forth in Section 2.2 hereof shall
be true and correct as of the date of the execution and delivery of this First Amendment.
(f) Each holder of a Note shall have received such certificates of officers of the Company
and the Trust as it may reasonably request with respect to this First Amendment and the
transactions contemplated hereby.
(g) In consideration of the agreement of the Noteholders to waive the existing default under
the Note Purchase Agreement as set forth in Section 2.3 hereof and to consent to amend the Note
Purchase Agreement as set forth herein, the Company hereby agrees to pay to each holder of a Note a
consent fee in the amount of $0.50 per $1,000 principal amount of notes held by such holder of a
Note (for an aggregate consent fee payable to all holders of the Notes in an amount equal to
$37,500).
(h) The Company shall have paid the fees and disbursements of the holders’ special counsel,
Chapman and Cutler LLP which fees and disbursements are reflected in the statement of such special
counsel delivered to the Company at the time of the execution and delivery of this First Amendment.
4
Section 2.2. The Obligors hereby jointly and severally represent and warrant that as of the
date hereof and as of the date of execution and delivery of this First Amendment:
(a) This First Amendment and the transactions contemplated hereby are within the legal powers
of the Obligors, have been duly authorized by all necessary legal action on the part of the
Obligors, and this First Amendment has been duly executed and delivered by the Obligors and
constitutes a legal, valid and binding obligation of the Obligors enforceable against them in
accordance with its terms.
(b) After giving effect to this First Amendment, no Defaults or Events of Default under the
Note Purchase Agreement shall exist and be continuing.
(c) The execution, delivery and performance of this First Amendment by the Company does not
and will not result in a violation of or default under (i) the limited partnership agreement of the
Company, (ii) the declaration of trust or bylaws of the Trust, (iii) any agreement to which the
Company is a party or by which it is bound or to which any of its properties is subject, (iv) any
order, writ, injunction or decree binding on the Company, or (v) any statute, regulation, rule or
other law applicable to the Company, except, in the case of (iii) through (v) above, for any
violations or defaults that would not reasonably be expected to result in a Material Adverse
Effect.
(d) No consent, approval or authorization of, or registration, filing or declaration with,
any governmental authority is required in connection with the execution, delivery or performance by
the Obligors of this First Amendment, except where the failure to obtain such consents, approvals
or authorizations, or to make such filings or declarations, would not reasonably be expected to
result in a Material Adverse Effect.
(e) Schedule A attached to this First Amendment lists properties owned by the Company which
are encumbered by mortgages, together with the related income, asset values, maturity dates of the
mortgages, dates of assumption and status as an Excluded Subsidiary, and such Schedule A is true
and correct in all material respects.
(f) After giving effect to this First Amendment and the terms of Section 2.1, each Subsidiary
which owns an Eligible Unencumbered Property or is an obligor, borrower or guarantor of
Indebtedness (other than Excluded Subsidiaries) will have delivered a Subsidiary Guaranty.
Section 2.3. Upon and by virtue of this First Amendment becoming effective as herein
contemplated, (i) the Default or Event of Default occurring solely as a result of the Obligors’
failure to cause certain of their respective Subsidiaries to become Subsidiary Guarantors in
accordance with Section 9.7 of the Note Purchase Agreement, at all times prior to and including the
Effective Date, shall be deemed to have been waived by the Noteholders, (ii) the Default or Event
of Default occurring solely as a result of the Obligors’ failure to disclose, in accordance with
Section 7.2(b) of the Note Purchase Agreement, the Company’s failure to comply with the provisions
of Section 9.7 of the Note Purchase Agreement, at all times prior to and including the Effective
Date, shall be deemed to have been waived by the Noteholders, and (iii) the Noteholders agree to
waive, in connection with the Obligors’ seeking of this First Amendment, the 45-day Solicitation
Period set forth in Section 17.2 of the Note Purchase Agreement. The Obligors understand and agree
that the waivers contained in this Section 2.3 pertain only to the Defaults and Events of Default
herein described in clauses (i) and (ii) of this Section 2.3 and to the extent so described and not
to any other Default or Event of Default which may exist under, or any other matters arising in
connection with, the Note Purchase Agreement or to any rights which the Noteholders have arising by
virtue of any such other actions or matters.
5
Section 2.4. [REMOVED]
Section 2.5. This First Amendment shall be construed in connection with and as part of the
Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all
terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby
ratified and shall be and remain in full force and effect.
Section 2.6. Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this First Amendment may refer to the Note Purchase
Agreement without making specific reference to this First Amendment but nevertheless all such
references shall include this First Amendment unless the context otherwise requires.
Section 2.7. The descriptive headings of the various Sections or parts of this First Amendment
are for convenience only and shall not affect the meaning or construction of any of the provisions
hereof.
Section 2.8. This First Amendment shall be governed by and construed in accordance with the
law of the State of New York.
Section 2.9. The execution hereof by you shall constitute a contract between us for the uses
and purposes hereinabove set forth, and this First Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all together only one
agreement.
[Signature page follows]
6
IN WITNESS WHEREOF, we have hereunto set our hands as of the date first set forth above.
| First Potomac Realty Investment Limited Partnership | |||||
By:
|
First Potomac Realty Trust | ||||
| Its sole general partner | |||||
By:
|
/s/ Barry H. Bass
|
||||
| Title: Executive Vice President and Chief Financial Officer | |||||
| First Potomac Realty Trust | |||||
By:
|
/s/ Barry H. Bass
|
||||
| Title: Executive Vice President and Chief Financial Officer | |||||
7
| 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
|
|||||
| 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
|
|||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
8
| 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)
9
| 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)
10
| 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
|
|||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
11
| 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
|
|||||
| Name: 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
|
|||||
| Name: Barry H. Bass | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
12
| 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)
13
| 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
|
|||||
| Name: 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 | ||||||
| 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
|
|||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
(Signatures continued on next page)
14
| 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 | |||||||
| 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 | |||||||
(Signatures continued on next page)
15
| 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 | |||||||
| 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 | |||||||
(Signatures continued on next page)
16
| 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 | |||||||
| 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 | |||||||
(Signatures continued on next page)
17
| 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)
18
| FP STERLING PARK 6, 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 7, 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 LAND, 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 |
|||||||
(Signatures continued on next page)
19
| 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 | |||||||
| 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 | |||||||
(Signatures continued on next page)
20
| 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 | |||||||
| 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 | |||||||
(Signatures continued on next page)
21
| 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 | |||||||
| 15395 JOHN MARSHALL HIGHWAY, 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 | |||||||
| WINDSOR AT BATTLEFIELD, 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)
22
| FP NORTHRIDGE, 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 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 | |||||||
| Name: | Barry H. Bass | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
(Signatures continued on next page)
23
| 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 | |||||||
| Name: | Barry H. Bass | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
| FP PARK CENTRAL 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 | |||||||
| 4212 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 | |||||||
(Signatures continued on next page)
24
| FP 3 FLINT 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 | |||||||
| Name: | Barry H. Bass | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
25
Accepted and Agreed to:
| Farm Bureau Life Insurance Company Equitrust Life Insurance Company |
||||
| By: | /s/ Herman L. Riva | |||
| Name: | Herman L. Riva | |||
| Title: | Securities Vice President | |||
26
Accepted and Agreed to:
| Ohio National Life Assurance Corporation |
||||
| By: | /s/ Jed R. Martin | |||
| Name: | Jed R. Martin | |||
| Title: | Vice President Private Placement | |||
27
Accepted and Agreed to:
| Pacific Life Insurance Company (Nominee: Mac & Co) |
||||
| By: | /s/ T. Anthony Premer | |||
| Name: | T. Anthony Premer | |||
| Title: | Vice President, R E Finance | |||
| By: | /s/ Jennifer L. Portnoff | |||
| Name: | Jennifer L. Portnoff | |||
| Title: | Assistant Secretary | |||
28
Accepted and Agreed to:
| Minnesota Life Insurance Company By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
29
Accepted and Agreed to:
| MTL Insurance Company By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
30
Accepted and Agreed to:
| Security National Life Insurance Company By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
31
Accepted and Agreed to:
| United Insurance Company of America By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
32
Accepted and Agreed to:
| Blue Cross and Blue Shield of Florida, Inc. By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
33
Accepted and Agreed to:
| The Catholic Aid Association By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
34
Accepted and Agreed to:
| Farm Bureau Life Insurance Company of Michigan By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
35
Accepted and Agreed to:
| Fort Dearborn Life Insurance Company By: Advantus Capital Management, Inc. |
||||
| By: | /s/ James F. Geiger | |||
| Name: | James F. Geiger | |||
| Title: | Vice President | |||
36
Accepted and Agreed to:
| United Life Insurance Company |
||||
| By: | /s/ Chad A. Giether | |||
| Name: | Chad A. Giether | |||
| Title: | Portfolio Manager | |||
37
Accepted and Agreed to:
| Thrivent Financial For Lutherans |
||||
| By: | /s/ Patricia H. Eitrheim | |||
| Name: | Patricia H. Eitrheim | |||
| Title: | Director | |||
38